WARRANT TO PURCHASE STOCKWarrant Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including without limitation the mutual promises contained in that certain Loan and Security Agreement of even date herewith (the “Loan Agreement”) entered into by and among OXFORD FINANCE CORPORATION (“Holder”), Silicon Valley Bank and MAP Pharmaceuticals, Inc. (the “Company”), Holder is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued in connection with the Loan Agreement.
ContractWarrant Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
LEASE AGREEMENTLease Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”) is made by and among MAP PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”); HORIZON TECHNOLOGY FUNDING COMPANY LLC, a Delaware limited liability company (“Horizon”) and SILICON VALLEY BANK, a California bank (“Silicon” and collectively with Horizon, “Lenders”). Lenders and Borrower hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made the 13th day of August, 2004 (the “Effective Date”), by and between MAP PHARMACEUTICALS, INC., a Delaware corporation (“MAP”), and Thomas A. Armer, Ph.D, an individual resident of California (the “Executive”). Capitalized terms not otherwise defined in this Agreement shall have the meanings given in Appendix A to this Agreement.
ELAN DRUG DELIVERY, INC. AND MAP PHARMACEUTICALS, INC. SERVICES AGREEMENTServices Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
This Services Agreement (“Services Agreement”) is made the 3rd day of February 2005 by and between MAP Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 2400 Bayshore Parkway, Suite 200, Mountain View, CA 94043, USA (“MAP”) and Elan Drug Delivery, Inc., a Delaware corporation, having its principal place of business at 3500 Horizon Dr., King of Prussia, PA 19406 (“EDDI”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of the 12th day of August, 2004 (the “Date of Issuance”), by and between MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Thomas A. Armer, an individual resident in the State of California (“Employee”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the MAP Pharmaceuticals, Inc. 2004 Long-Term Incentive Plan, as amended (the “Plan”).
FIRST AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
THIS FIRST AMENDMENT to Venture Loan and Security Agreement (this “Amendment”) is entered into this 27th day of December, 2006, by and among Horizon Technology Funding Company LLC (“Horizon”), Silicon Valley Bank (“Silicon”), Oxford Finance Corporation (“Oxford”) and MAP Pharmaceuticals, Inc., a Delaware corporation (“Borrower”) whose address is 2400 Bayshore Parkway, Suite 200, Mountain View, California 94043.
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS MANUFACTURING AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of the 26th day of April, 2006 (the “Effective Date”) by and between Xemplar Pharmaceuticals, LLC (“XEMPLAR”), and MAP PHARMACEUTICALS, INC., a Delaware corporation (“MAP”). XEMPLAR and MAP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
This Second Amendment to Lease Agreement (this “Second Amendment) is made as of July 26, 2006, by and between ARE-2425/2400/2450 GARCIA BAYSHORE, LLC, a Delaware limited liability company (“Landlord”), and MAP PHARMACEUTICALS, INC, a Delaware corporation (“Tenant”).
CONFIDENTIAL RESEARCH AND DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • New South Wales
THIS LICENSE AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of SEPT, 2005 (the “Effective Date”) by and between Eiffel Technologies Limited ACN 072 178 977 of 3 Innovation Road North Ryde NSW 2113 Australia (“EIFFEL”), and MAP Pharmaceuticals, Inc. of 2400 Bayshore Parkway, Suite 200, Mountain View, California, 94043 USA, a Delaware corporation, (“MAP”). EIFFEL and MAP are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of this 22nd day of July, 2005, by and between Timothy S. Nelson (“Executive”) and MAP PHARMACEUTICALS, INC. a Delaware corporation (the “Company”).
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among MAP PHARMACEUTICALS, INC. and THE STOCKHOLDERS LISTED THEREINRegistration Rights Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated March 21, 2007, is by and among MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the investor stockholders listed on Schedule 1 hereto (the “Investors”) and the stockholders listed on Schedule 2 hereto (the “Founding Stockholders”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK (“Bank”), OXFORD FINANCE CORPORATION (“Oxford”) (Bank and Oxford are sometimes individually referred to herein as “Lender” and sometimes collectively referred to herein as “Lenders”) and MAP PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
ContractLicense Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
RESTATED AND AMENDED LICENSE AGREEMENTLicense Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS RESTATED AND AMENDED LICENSE AGREEMENT (the “Agreement”) is made and entered into as of August 7, 2006 (the “Effective Date”) by and BETWEEN NEKTAR THERAPEUTICS UK LIMITED, a limited company organized under the laws of England and Wales (“NEKTAR UK”), and MAP PHARMACEUTICALS, INC., a Delaware corporation (“MAP”) and amends, restates, supersedes and replaces that certain License and Supply Agreement (“Prior Agreement”) made and entered into as of June 22, 2004 by and between NEKTAR UK and MAP. NEKTAR UK and MAP are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made the 20th day of March, 2005 (the “Effective Date”), by and between MAP PHARMACEUTICALS, INC., a Delaware corporation with its corporate headquarters located at 2400 Bayshore Parkway, Mountain View, CA 94043 (“MAP”), and Timothy S. Nelson, an individual resident of California (the “Executive”). Capitalized terms not otherwise defined in this Agreement shall have the meanings given in Appendix A to this Agreement.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
This First Amendment to Lease Agreement (this “First Amendment”) is made as of August 2, 2004, by and between ARE-2425/2400/2450 GARCIA BAYSHORE, LLC, a Delaware limited liability company (“Landlord”), and MAP PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
ELAN PHARMA INTERNATIONAL LIMITED AND MAP PHARMACEUTICALS, INC. LICENSE AGREEMENTLicense Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • New York
[ * ] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
