INDEMNITY AGREEMENTIndemnity Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractWarrant Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • 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.
LEASE by and between BMR-SORRENTO WEST LP, a Delaware limited partnership and AMBIT BIOSCIENCES CORPORATION, a Delaware corporationLease • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
IN WITNESS WHEREOF, Tenant has executed this Acknowledgment of Term Commencement Date and Term Expiration Date as of the date first written above.
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • 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:
ContractWarrant Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Michael A. Martino November 9, 2011 PO Box 5000 PMB 190 Rancho Santa Fe, CA 92067Carve-Out Plan Benefits • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
This letter confirms our agreement with respect to certain benefits related to your services as Chief Executive Officer of Ambit Biosciences Corporation (“Ambit”).
COLLABORATION AGREEMENTCollaboration Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • 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 • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • 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 CONFIDENTIALExclusive License and Collaborative Research, Co-Development and Commercialization Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • 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”).
RE: Amendment to Employment Agreement Dear Michael:Employment Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
Reference is made to that certain Employment Agreement (the “Employment Agreement”), dated November 9, 2011, by and between you and Ambit Biosciences Corporation (“Ambit”). This letter agreement shall serve as an amendment to the Employment Agreement. Capitalized terms used but not defined in this letter agreement shall have the meanings set forth in the Employment Agreement.
AMBIT BIOSCIENCES CORPORATIONBoard Compensation Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
January 25, 2012 Christopher J. Morl PO Box 1664 Rancho Santa Fe, CA 92067 Re: Transition from Ambit Biosciences Corporation Dear Chris:Separation Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
This letter sets forth the agreement (the “Separation Agreement”) that Ambit Biosciences Corporation (the “Company”) is offering to you to aid in your employment transition. Your receipt of the benefits specified by this Separation Agreement is contingent upon satisfaction of both of the following conditions (the “Conditions”): (1) you must sign this Separation Agreement and return it to the Company within twenty-one (21) days of receiving it, and allow it to become effective as specified in Section 14 below; and (2) you must sign the release attached hereto as Exhibit A (the “Release”) and return it to the Company within twenty-one (21) days after the Separation Date (as defined below), and allow it to become effective as specified therein. If both Conditions are satisfied, then the following terms and conditions shall apply:
AMBIT BIOSCIENCES CORPORATIONBoard Compensation Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
We are delighted that you have agreed to remain on the Board of Directors (the “Board”) of Ambit Biosciences, Inc. (“Ambit”) and to continue to serve as Chairman of the Board (“Chairman”). This letter sets forth the agreement between you and Ambit regarding your Board service, effective as of the date hereof:
AMBIT BIOSCIENCES CORPORATION WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This Warrant is issued as one of a series of warrants (the “Common Warrants”) pursuant to the Series E Preferred Stock, Common Stock and Warrant Purchase Agreement (the “Purchase Agreement”) dated as of October [25], 2012, as may be amended from time to time, by and among the Company and the persons and entities listed on Exhibit A thereto (the “Purchasers”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
AMBIT BIOSCIENCES CORPORATION WARRANT TO PURCHASE STOCKWarrant Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This Warrant is issued as one of a series of warrants (the “Series D-2 Warrants”) pursuant to the Series D-2 and Series D-3 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”) dated as of May 9, 2011, as may be amended from time to time, by and among the Company and the persons and entities listed on Exhibit A thereto (the “Purchasers”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
October 11, 2011 Alan Lewis [address]Separation Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
This letter sets forth the agreement (the “Separation Agreement”) that Ambit Biosciences Corporation (the “Company”) is offering to you to aid in your employment transition. Your receipt of the benefits specified by this Separation Agreement is contingent upon satisfaction of both of the following conditions (the “Conditions”): (1) you must sign this Separation Agreement and return it to the Company within twenty-one (21) days of receiving it, and allow it to become effective as specified in Section 20 below; and (2) you must sign the release attached hereto as Exhibit A (the “Release”) and return it to the Company within twenty-one (21) days after the Separation Date (as defined below), and allow it to become effective as specified therein. If both Conditions are satisfied, then the following terms and conditions shall apply:
AMBIT BIOSCIENCES CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of November 9th, 2011 (the “Effective Date”) by and among AMBIT BIOSCIENCES CORPORATION (the “Company”) and Michael A. Martino (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
Alan FuhrmanSeverance Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
AMBIT BIOSCIENCES CORPORATION AMBIT BIOSCIENCES (CANADA) CORPORATION TERMINATION AND WARRANT AMENDMENT AGREEMENTTermination and Warrant Amendment Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This TERMINATION AND WARRANT AMENDMENT AGREEMENT (this “Amendment”) is made as of May 18, 2012, by and among AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”) and the other parties set forth on the signature pages hereto (the “Holders”), each of whom is a party to either (a) that certain Series D-2 and Series D-3 Preferred Stock and Warrant Purchase Agreement, dated May 9, 2011, by and among the Company and the individuals and entities listed on the Schedule of Purchasers attached thereto (the “Purchase Agreement”) or (b) that certain Subscription Agreement, dated May 17, 2011, by and among the Company, Ambit Biosciences (Canada) Corporation (“Ambit Canada”) and GrowthWorks Canadian Fund Ltd. (the “Subscription Agreement”).
AMBIT BIOSCIENCES CORPORATION SECOND WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This SECOND WARRANT AMENDMENT AGREEMENT (this “Amendment”) is made as of October 25, 2012, by and among AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”) and the other parties set forth on the signature pages hereto (the “Holders”), each of whom is a party to either (a) that certain Series D-2 and Series D-3 Preferred Stock and Warrant Purchase Agreement, dated May 9, 2011, by and among the Company and the individuals and entities listed on the Schedule of Purchasers attached thereto (as amended from time to time, the “Purchase Agreement”) or (b) that certain Subscription Agreement, dated May 17, 2011, by and among the Company, Ambit Biosciences (Canada) Corporation (“Ambit Canada”) and GrowthWorks Canadian Fund Ltd. (as amended from time to time, the “Subscription Agreement”).
