ContractBayhill Therapeutics, Inc. • January 9th, 2008 • 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.
BAYHILL THERAPEUTICS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (the “Executive”) and Bayhill Therapeutics, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
Amendment AgreementAmendment Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc.
This Agreement (“Amendment Agreement”) is made and effective this 8th day of November 2002, by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“STANFORD”), and BAYHILL THERAPEUTICS, INC., (formerly named Tolerion, Inc.) having a principal place of business at 3400 West Bayshore Road, Palo Alto, CA 94303-4227 (“BAYHILL”).
Renault & Handley INDUSTRIAL & COMMERCIAL REAL ESTATE This Lease is dated, for reference purposes only, the 23rd day of November 2004, and is by and between PARTIES Renault & Handley Employees Investment Co. and Bayhill Therapeutics, Inc. hereinafter...Bayhill Therapeutics, Inc. • January 9th, 2008
ContractInvestor Rights Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
ContractBayhill Therapeutics, Inc. • January 9th, 2008 • California
[*] = Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Amendment No. 2 to the License Agreement Effective February 1, 2002 Between Stanford University and Bayhill TherapeuticsLicense Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc.
Effective as of December 18, 2007, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (hereinafter “Stanford”) and Bayhill Therapeutics, a company having a primary place of business at 3400 W. Bayshore Road, Palo Alto, CA 49303, agree as follows:
ContractWarrant Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS
SECOND OMNIBUS AMENDMENTInvestor Rights Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
This Second Omnibus Amendment, dated as of December 19, 2007 (this “Omnibus Amendment”) amends (i) that certain Amended and Restated Investor Rights Agreement, dated October 4, 2004, by and among Bayhill Therapeutics, Inc., a Delaware corporation (the “Company”) and the Investors (as defined therein), as amended by the Omnibus Amendment, dated as of February 8, 2006, by and among the Company, the Investors and certain other parties (the “First Omnibus Amendment”) (the “IRA”), (ii) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated October 4, 2004, by and among the Company, the Investors (as defined therein) and the Major Common Holders (as defined therein), as amended by the First Omnibus Amendment (the “ROFR Agreement”) and (iii) that certain Amended and Restated Voting Agreement, dated October 4, 2004, by and among the Company, the Investors (as defined therein) and the Major Common Holders (as defined therein), as amended by the First Omnibus Amend
ContractRights Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
