LOAN AND SECURITY AGREEMENTJoinder Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of April 13, 2006 (the “Closing Date”) and is entered into by and between TRANSORAL PHARMACEUTICALS, INC., a Delaware corporation (hereinafter referred to as the “Borrower”), with its chief executive office and principal place of business located at 1003 West Cutting Blvd., Suite 110, Point Richmond, California 94804, and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”), with its principal place of business located at 525 University Avenue, Suite 700, Palo Alto, CA 94301.
Execution 4/13/06Warrant Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY 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 FOR THE HOLDER THEREOF REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
TRANSCEPT PHARMACEUTICALS, INC. AMENDED AND RESTATED 2002 STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the Amended and Restated 2002 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement.
SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Supply and License Agreement (hereinafter referred to as “Agreement”), effective as of the 27th day of June, 2006 (the “Effective Date”), is made by and between SPI Pharma, Inc., a Delaware corporation with its principal offices at 321 Cherry Lane, New Castle, Delaware 19720 (hereinafter referred to as “Supplier”) and TransOral Pharmaceuticals, Inc., a Delaware corporation with its principal offices at 1003 W. Cutting Blvd., Suite 110, Pt. Richmond, California 94804 (hereinafter referred to as “Purchaser”). Purchaser and Supplier are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
SECURED PROMISSORY NOTEControl Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • California
This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 21, 2006, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all principal and interest and premium, if any
RE: Supply Agreement between Transcept Pharmaceuticals, Inc. and Plantex USA, Inc., dated March 31, 2006 (the “Agreement”)Transcept Pharmaceuticals Inc • February 5th, 2009 • Pharmaceutical preparations
This letter serves to acknowledge that Transcept Pharmaceuticals, Inc. (“Transcept”) has received (1) Plantex USA, Inc.’s (“Plantex’s”) notification dated March 16, 2008 setting forth its intention to transfer the manufacture and supply of [***] from (the [***]) from [***], [***] (the [***]) to [***], located in [***] (the “[***]), and (2) Plantex’s subsequent notification dated [***] suspending its transfer activities to the [***] but reaffirming its intention to transfer the Product from [***] to a yet to be named alternative [***] manufacturing location (the “Alternative Plant”).
LEASE BETWEEN POINT RICHMOND R&D ASSOCIATES, a California limited partnership (LANDLORD) AND TRANSORAL PHARMACEUTICALS, INC., a Delaware corporation (TENANT) POINT RICHMOND TECH CENTER Richmond, CaliforniaLease • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • California
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
[***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission.
AMENDMENT #1 TO MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment #1 (this “Amendment #1”), effective as of January 1, 2008 (the “Effective Date”), is made by and between Patheon Inc., a corporation existing under the laws of Canada, Patheon Pharmaceuticals Inc., a corporation existing under the laws of the State of Delaware (collectively, “Patheon”) and Transcept Pharmaceuticals, Inc., a corporation existing under the laws of Delaware and formerly TransOral Pharmaceuticals, Inc. (“Transcept”). Patheon and the Transcept may be referred to herein by name or as a “Party,” or collectively as the “Parties.”
FIRST AMENDMENT TO LEASELease • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO LEASE (the “First Amendment”) is made and entered into as of June 27, 2007, by and between POINT RICHMOND R&D ASSOCIATES, a California limited partnership (“Landlord”), and TRANSCEPT PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) with reference to the following facts:
SUPPLY AND SUBLICENSE AGREEMENTSupply and Sublicense Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Supply and Sublicense Agreement (hereinafter referred to as this “Agreement”), effective as of the 22nd day of January, 2008 (the “Effective Date”), is made by and between Transcept Pharmaceuticals, Inc., a Delaware corporation with its principal offices at 1003 W. Cutting Blvd., Suite 110, Pt. Richmond, California 94804 (hereinafter referred to as “Purchaser”), and Mikart, Inc., a Georgia corporation with its principal offices at 1750 Chattahoochee Ave, Atlanta, GA 30318 (hereinafter referred to as “Supplier”). Purchaser and Supplier are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
AMENDMENT #1 TO SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment #1 (this “Amendment #1”), effective as of March 14, 2008 (the “Effective Date”), is made by and between SPI Pharma, Inc., a Delaware corporation with its principal offices at 321 Cherry Lane, New Castle, Delaware 19720 (hereinafter referred to as “Supplier”) and Transcept Pharmaceuticals, Inc. (formerly, TransOral Pharmaceuticals), a Delaware corporation with its principal offices at 1003 W. Cutting Blvd., Suite 110, Pt. Richmond, California 94804. SPI and the Transcept may be referred to herein by name or as a “Party,” or collectively as the “Parties.”
PACKAGING AND SUPPLY AGREEMENTPackaging and Supply Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”) dated this 14th day of September 2006 (the “Effective Date”) by and between Anderson Packaging, Inc., an Illinois corporation (“API”), having its principal offices at 4545 Assembly Drive, Rockford, IL 61109 and TransOral Pharmaceuticals, Inc., a Delaware corporation (“Purchaser”), having its principal offices at 1003 W. Cutting Blvd., Suite 110, Pt. Richmond, California 94804.
SUPPLY AGREEMENT between PLANTEX USA INC. (“Plantex”) and TRANSORAL PHARMACEUTICALS, INC. (“TransOral”) Dated March 31, 2006 (the Effective Date ) BACKGROUNDSupply Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • New York
WHEREAS, Plantex and TransOral (each of which may be individually referred to herein as a “Party” and collectively as the “Parties”) desire to provide for the manufacture, supply and purchase of the active pharmaceutical product Zolpidem Tartrate, upon the terms and conditions set forth in this Agreement.
Manufacturing Services Agreement Between Patheon Inc., and Patheon Pharmaceuticals Inc., and TransOral Pharmaceuticals, Inc. October 6, 2006Manufacturing Services Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), and intending to be legally bound the Parties agree as follows:
Amendment to the Packaging and Supply Agreement dated September 14, 2006Packaging and Supply Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations
This is an Amendment (the “Amendment”) to the Packaging and Supply Agreement dated September 14, 2006 between Anderson Packaging, Inc. (“API”) and Transcept Pharmaceuticals, Inc. (“Purchaser”) (the “Agreement”).
SUPPLY AGREEMENTSupply Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Supply Agreement (hereinafter referred to as this “Agreement”), effective as of the 23rd day of July, 2007 (the “Effective Date”), is made by and between SPI Pharma, Inc., a Delaware corporation with its principal offices at 321 Cherry Lane, New Castle, Delaware 19720 (hereinafter referred to as “Supplier”), and Transcept Pharmaceuticals, Inc., a Delaware corporation with its principal offices at 1003 W. Cutting Blvd., Suite 110, Pt. Richmond, California 94804 (hereinafter referred to as “Purchaser”). Purchaser and Supplier are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
PACKAGING AND SUPPLY AGREEMENTPackaging and Supply Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This PACKAGING AND SUPPLY AGREEMENT (the “Agreement”) effective as of June 16, 2008 (the “Effective Date”), is entered into by and between SHARP CORPORATION, a corporation organized and existing under the laws of Pennsylvania having its principal office at 7451 Keebler Way, Allentown, Pennsylvania 18106 (“Sharp”) and Transcept Pharmaceuticals, Inc., a Delaware corporation having its principal office at 1003 W. Cutting Blvd., Suite 110, Pt. Richmond, CA 94804 (“Manufacturer”).
