ContractWarrant Agreement • August 12th, 2011 • Zogenix, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • August 12th, 2011 • Zogenix, Inc. • Pharmaceutical preparations • New York
THIS STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of June 30, 2011, between Zogenix, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Cowen Healthcare Royalty Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (the “Purchaser”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 12th, 2011 • Zogenix, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of June 30, 2011, by and between OXFORD FINANCE LLC (successor in interest to Oxford Finance Corporation; in its individual capacity, “Oxford”; in its capacity as Administrative Agent, “Administrative Agent”; collectively with the other Lenders from time to time a party to the Loan Agreement (as defined below), the “Lenders,” and Oxford and each such lender individually, a “Lender”) and ZOGENIX, INC., a Delaware corporation (“Borrower”), with its principal place of business at 12671 High Bluff Drive, Suite 200, San Diego, California 92130.
ContractWarrant Agreement • August 12th, 2011 • Zogenix, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
DEVELOPMENT AND LICENSE AGREEMENT BETWEEN DURECT CORPORATION AND ZOGENIX, INC. DATED AS OF JULY 11, 2011Development and License Agreement • August 12th, 2011 • Zogenix, Inc. • Pharmaceutical preparations • California
THIS DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), effective July 11, 2011 (“Effective Date”), is entered into by and between Durect Corporation, a corporation organized and existing under the laws of the State of Delaware, U.S.A. with a place of business at 2 Results Way, Cupertino, CA 95014 (“Durect”), and Zogenix, Inc., a corporation organized and existing under the laws of Delaware, with a place of business at 12671 High Bluff Drive, Suite 200, San Diego, CA 92130 (“Zogenix”).
FINANCING AGREEMENT Dated as of June 30, 2011 between ZOGENIX, INC. and COWEN HEALTHCARE ROYALTY PARTNERS II, L.P.Financing Agreement • August 12th, 2011 • Zogenix, Inc. • Pharmaceutical preparations • New York
This FINANCING AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance herewith, this “Agreement”) is made and entered into as of June 30, 2011 between Zogenix, Inc., a corporation organized under the laws of the State of Delaware (“Zogenix”), and Cowen Healthcare Royalty Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“CHRP”).
ZOGENIX, INC. SECOND AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 12th, 2011 • Zogenix, Inc. • Pharmaceutical preparations • California
This Second Amendment (this “Amendment”) to that certain Third Amended and Restated Investors’ Rights Agreement, dated as of December 2, 2009, as amended pursuant to that certain Amendment to Third Amended and Restated Investors’ Rights Agreement dated July 1, 2010 (as amended through the date hereof, the “Rights Agreement”), by and among Zogenix, Inc., a Delaware corporation (the “Company”), and the persons and entities (each an “Investor” and collectively, the “Investors”) listed on Exhibit A thereto, is entered into by and among the Company, the Investors (including Cowen Healthcare Royalty Partners II, L.P. (“CHRP”), effective as of the closing of the transactions contemplated by that certain Financing Agreement (defined below).
