0001193125-12-027251 Sample Contracts

December 1, 2011
Severance Agreement • January 27th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Connecticut

You are a key member of the senior management team of Rib-X Pharmaceuticals, Inc. (the “Company”). As a result, the Company is providing you with the following benefits in consideration of your continued employment with the Company.

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Contract
Senior Note Agreement • January 27th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS SENIOR NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS SENIOR NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS SENIOR NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.

YALE EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • January 27th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Connecticut

THIS AGREEMENT by and between YALE UNIVERSITY, a corporation organized and existing under, and by virtue of, a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), and Rib-X Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, with principal offices located in Guilford, CT (“LICENSEE”) shall be effective upon the date of final execution below (“EFFECTIVE DATE”).

LICENSE AGREEMENT
License Agreement • January 27th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations

This Agreement (this “Agreement”) is made this twelfth day of May, 2006, by and between Wakunaga Pharmaceutical Co., Ltd. (hereinafter referred to as “WAKUNAGA”), a corporation duly organized and existing under the laws of Japan and having its principal office at 5-36, Miyahara 4-chome, Yodogawa-Ku, Osaka, Japan and Rib-X Pharmaceuticals, Inc. (hereinafter referred to as “RIB-X”), a corporation duly organized and existing under the laws of Delaware, U.S.A. and having its principal office at 300 George Street, Suite 301, New Haven, Conn., 06511 U.S.A.

PATENT PROSECUTION CONTROL AGREEMENT
Patent Prosecution Control Agreement • January 27th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

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