INDEMNITY AGREEMENTIndemnity Agreement • November 5th, 2010 • Ambit Biosciences Corp • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractAmbit Biosciences Corp • November 5th, 2010 • Delaware
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.
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • November 5th, 2010 • Ambit Biosciences Corp • Connecticut
This Venture Loan and Security Agreement (the “Agreement”) is made as of date hereof, by and among Ambit Biosciences Corporation, a Delaware corporation (“Borrower”), Compass Horizon Funding Company LLC, a Delaware limited liability company (“Horizon”), Oxford Finance Corporation, a Delaware corporation (“Oxford” and collectively with Horizon, “Lenders”) and Compass Horizon Funding Company LLC, a Delaware limited liability company, as Agent under Section 16 below. The Lenders, Borrower and Agent hereby agree as follows:
AMBIT BIOSCIENCES CORPORATION WARRANT TO PURCHASE COMMON STOCKAmbit Biosciences Corp • November 5th, 2010 • California
This Warrant is being issued pursuant to the terms of the Note and Warrant Purchase Agreement dated as of July 8, 2009 between Ambit Biosciences (Canada) Corporation (“Ambit Canada”), the Holder and the Company (the “Purchase Agreement”). Reference is made to the Purchase Agreement for the terms and conditions upon which the Warrant is issued and held and may be exercised. To the extent of any inconsistency between the terms of the Purchase Agreement and the terms of this Warrant, the terms of the Purchase Agreement will prevail. Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
AMBIT BIOSCIENCES CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2010 • Ambit Biosciences Corp • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 23, 2010 (the “Effective Date”) by and among AMBIT BIOSCIENCES CORPORATION (the “Company”) and Alan Lewis (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
COLLABORATION AGREEMENTCollaboration Agreement • November 5th, 2010 • Ambit Biosciences Corp • California
This Collaboration Agreement (the “Agreement”) is entered into as of September 14, 2010 (the “Effective Date”) by and between AMBIT BIOSCIENCES CORPORATION, a Delaware corporation with its principal place of business located at 4215 Sorrento Valley Blvd., San Diego, California 92121 (“Ambit”), and GENOPTIX, INC., a Delaware corporation with its principal place of business located at 1811 Aston Avenue, Carlsbad, California 92008 (“Genoptix”). Ambit and Genoptix are also herein designated individually as “Party” and collectively as “Parties.”
SECURITY AGREEMENTSecurity Agreement • November 5th, 2010 • Ambit Biosciences Corp • Virginia
This Security Agreement (this “Agreement”) is made as of March 31, 2010, by and between Ambit Biosciences Corporation, a Delaware corporation (“Borrower”), and Oxford Finance Corporation, a Delaware corporation (“Lender”). The Lender and Borrower hereby agree as follows:
EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and among ASTELLAS PHARMA INC. and ASTELLAS US LLC and AMBIT BIOSCIENCES CORPORATION December 18, 2009 CONFIDENTIALCommercialization Agreement • November 5th, 2010 • Ambit Biosciences Corp • New York
This EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is made effective as of December 18, 2009, (the “Effective Date”), by and among ASTELLAS PHARMA INC., a Japanese corporation (“API”) and its indirect wholly owned subsidiary ASTELLAS US LLC, a Delaware limited liability company (“AUS”; collectively with API, “Astellas”), and AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (“Ambit”).
COLLABORATION AGREEMENTCollaboration Agreement • November 5th, 2010 • Ambit Biosciences Corp • Delaware
This COLLABORATION AGREEMENT (the “Agreement”), effective as of November 3, 2006 (the “Effective Date”), is made by and between Ambit Biosciences Corporation a Delaware corporation, having a principal place of business at 4215 Sorrento Valley Boulevard, San Diego, CA 92121 (“Ambit”), and Cephalon, Inc., a Delaware corporation, having a principal place of business at 41 Moores Road, Frazer, PA 19355 (“Cephalon”).
MASTER SECURITY AGREEMENT No. 2081012 Dated as of November 15, 2002 (“Agreement”)Master Security Agreement • November 5th, 2010 • Ambit Biosciences Corp • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Ambit Biosciences Corporation (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 9875 Towne Centre Drive, San Diego, CA 92121.
AMBIT BIOSCIENCES CORPORATION EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTAnd Inventions Agreement • November 5th, 2010 • Ambit Biosciences Corp • California
In consideration of my employment or continued employment by AMBIT BIOSCIENCES CORPORATION (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:
PREFERRED STOCK WARRANTPreferred Stock Warrant • November 5th, 2010 • Ambit Biosciences Corp • Virginia
THIS CERTIFIES THAT, for value received, Oxford Finance Corporation, (“Holder”) is entitled to subscribe for and purchase that number of shares as set forth in paragraph 1 below of the fully paid and non-assessable Series Preferred Stock (the “Shares” or the “Preferred Stock”) of Ambit Biosciences Corporation, a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series Preferred Stock” shall mean the Company’s presently authorized Series Preferred Stock, and any stock into which such Series Preferred Stock may hereafter be exchanged.
LICENSE AND PROFILING SERVICES AGREEMENT between AMBIT BIOSCIENCES CORPORATION and BRISTOL-MYERS SQUIBB COMPANYLicense and Profiling Services Agreement • November 5th, 2010 • Ambit Biosciences Corp • Delaware
THIS LICENSE AND PROFILING SERVICES AGREEMENT is made and entered into as of October 2, 2007 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), and Ambit Biosciences Corporation, a Delaware corporation, having its principal office at 4215 Sorrento Valley Boulevard, San Diego, CA 92121 (“Ambit”). BMS and Ambit are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMBIT BIOSCIENCES CORPORATION FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 5th, 2010 • Ambit Biosciences Corp • California
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 30, 2007 by and among AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
THIRD AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL MULTI- TENANT LEASE – NETAmbit Biosciences Corp • November 5th, 2010
LICENSE AGREEMENT between AMBIT BIOSCIENCES CORPORATION and BRISTOL-MYERS SQUIBB COMPANYLicense Agreement • November 5th, 2010 • Ambit Biosciences Corp • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of October 2, 2007 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), and Ambit Biosciences Corporation, a Delaware corporation, having its principal office at 4215 Sorrento Valley Boulevard, San Diego, CA 92121 (“Ambit”). BMS and Ambit are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
April 15, 2010 Mr. M. Scott Salka Re: Separation Agreement Dear Scott:Separation Agreement • November 5th, 2010 • Ambit Biosciences Corp
This letter agreement (the “Agreement”) sets forth your agreement with Ambit Biosciences, Inc. (the “Company”), regarding the terms of your resignation as an employee of the Company and as a member of the Company’s Board of Directors. The releases provided by you herein and the Company’s obligations as specified in Sections 2, 3, 5, and 6 herein shall become effective on the “Effective Date” specified in Section 14 below. All other provisions of this Agreement shall be effective on the date you sign this Agreement
April 21, 2010 Laura Killmer La Jolla, CA 92037 Dear Laura:Ambit Biosciences Corp • November 5th, 2010 • California
This letter sets forth the separation agreement (the “Agreement”) that Ambit Biosciences Corporation (the “Company”) is offering to you to aid in your employment transition. This Agreement will become effective on the “Effective Date” as defined in section 13 herein.
Second Amendment to LeaseLease • November 5th, 2010 • Ambit Biosciences Corp
This Amendment, dated November 1st, 2005, is executed by (1) LMC-Sorrento Investment Company, LLC, a California limited liability company (“Lessor”), and (2) Ambit Biosciences Corporation, a Delaware corporation (“Lessee”). This Amendment is executed with reference to the following facts:
October 21, 2010 Pyare Khanna, CEO DiscoveRx Corporation 42501 Albrae Street Fremont, CA 94538 Re: Asset Purchase Agreement Dear Pyare,Asset Purchase Agreement • November 5th, 2010 • Ambit Biosciences Corp
This letter shall serve as an amendment to the Asset Purchase Agreement (“Agreement”) entered into by and between DiscoveRx and Ambit for the sale of Ambit’s KinomeScan business, as we previous discussed. Below are the amendments referenced to the sections of the Agreement.
ASSET PURCHASE AGREEMENT ACQUISITION OF CERTAIN ASSETS OF AMBIT BIOSCIENCES CORPORATION BY DISCOVERX CORPORATION DATED AS OF October 21, 2010Asset Purchase Agreement • November 5th, 2010 • Ambit Biosciences Corp • California
This Asset Purchase Agreement (this “Agreement”) is entered into as of this the 21st day of October 2010 (the “Effective Date”), by and among DiscoveRx Corporation, a Delaware corporation (the “Buyer”), and Ambit Biosciences Corporation, a Delaware corporation and its Affiliates (the “Seller”).
June 17, 2009 Saiid Zarrabian PO Box 675765 Rancho Santa Fe, CA 92067 Dear Saiid:Voting Agreement • November 5th, 2010 • Ambit Biosciences Corp
We are delighted that you have agreed to join the Board of Directors (the “Board”) of Ambit Biosciences, Inc. (“Ambit”). This letter sets forth the agreement between you and Ambit regarding your Board membership:
Addendum to LeaseAddendum to Lease • November 5th, 2010 • Ambit Biosciences Corp • California
This Addendum, dated July 22, 2004, constitutes an addendum to that certain Standard Industrial/Commercial Multi-Tenant Lease (“the Lease”) dated July 22, 2004, by and between (1) LMC-Sorrento Investment Company, LLC, a California limited liability company (“Lessor”), and (2) Ambit Biosciences Corporation, a Delaware corporation (“Lessee”). Lessor and Lessee hereby supplement and amend the Lease, as follows:
MASTER SECURITY AGREEMENT No. 6081115 Dated as of June 21, 2006 (“Agreement”)Amendment Agreement • November 5th, 2010 • Ambit Biosciences Corp • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (“Oxford”) and Webster Bank, National Association (“Webster”) (together with their respective successors and assigns, if any (Oxford and Webster are each referred to herein individually as “Secured Party” and collectively as “Secured Parties”) and Ambit Biosciences Corporation (“Debtor”). Secured Party Oxford has an office at 133 N. Fairfax Street, Alexandria, VA 22314, and Secured Party Webster has an office at 80 Elm Street, New Haven, CT 06510. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 4215 Sorrento Valley Boulevard, San Diego, CA 92121.
First Amendment to LeaseLease • November 5th, 2010 • Ambit Biosciences Corp
This Amendment, dated February 24th, 2005, is executed by (1) LMC-Sorrento Investment Company, LLC, a California limited liability company (“Lessor”), and (2) Ambit Biosciences Corporation, a Delaware corporation (“Lessee”). This Amendment is executed with reference to the following facts:
