0001193125-12-162897 Sample Contracts

EMPLOYEE NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENT
Nondisclosure and Developments Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Connecticut

This Employee Noncompetition, Nondisclosure and Developments Agreement (the “Agreement”) is entered into by and between the undersigned employee and Rib-X Pharmaceuticals, Inc., its parents, affiliates and subsidiaries (the “Company”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 , by and between Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and (“Agent”).

December 1, 2011
Rib-X Pharmaceuticals, Inc. • April 13th, 2012 • 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.

YALE EXCLUSIVE LICENSE AGREEMENT
Yale Exclusive License Agreement • April 13th, 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”).

COLLABORATION AND LICENSE AGREEMENT by and between Rib-X Pharmaceuticals, Inc. and Sanofi Effective as of June 28, 2011
Collaboration and License Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

For the sake of clarity, if a milestone related to a Clinical Trial or Regulatory Approval is reached with respect to a Licensed Product, then, upon such event (if not earlier), any earlier stage Clinical Trial milestones will also be deemed to have been reached with respect to such Licensed Product for purposes of this Section, whether or not such earlier milestone has actually occurred. For example, if Regulatory Approval for a Licensed Product is approved based on a Phase 2b Clinical Trial without a Phase 3 Clinical Trial, then upon Regulatory Approval, both the Regulatory Approval milestone and the initiation of a Phase 3 Clinical Trial milestone will be paid. Notwithstanding the foregoing, if any of the above milestones have been met with respect to a Licensed Product as to which Development is subsequently terminated in favor of [***] to such Licensed Compound, then Sanofi will not have any payment obligation with respect to achievement of those same completed milestones with res

RIB-X PHARMACEUTICALS, INC. EMPLOYEE NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT
Rib-X Pharmaceuticals, Inc. • April 13th, 2012 • Pharmaceutical preparations • Delaware

As a condition of my employment with Rib-X Pharmaceuticals, Inc. its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

LICENSE AGREEMENT
License Agreement • April 13th, 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.

LICENSE AND SUPPLY AGREEMENT
License and Supply Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

WHEREAS, CyDex is engaged in the business of developing and commercializing novel drug delivery technologies designed to enhance the solubility and effectiveness of existing and development-stage drugs;

LICENCE AGREEMENT
Licence Agreement • April 13th, 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.

PATENT PROSECUTION CONTROL AGREEMENT
Patent Prosecution Control Agreement • April 13th, 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.

March 28, 2012
Rib-X Pharmaceuticals, Inc. • April 13th, 2012 • Pharmaceutical preparations • Connecticut

You will be a key member of the senior management team of Rib-X Pharmaceuticals, Inc. (the “Company”) and as a result, the Company will provide you with the following benefits upon your initial employment with the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS EMPLOYMENT AGREEMENT (hereinafter “this Agreement”) is made this 19th day of March 2010 between Rib-X Pharmaceuticals, Inc., a Delaware corporation, (hereinafter “the Company”) and Mark Leuchtenberger an individual who resides at 20 Old Farm Road, Newton, Massachusetts 02459 (hereinafter the “Executive”).

NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS STOCK OPTION AGREEMENT (this “Agreement”), effective as of the 19th day of March 2010 (the “Grant Date”), is between Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mark Leuchtenberger (“Participant”).

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