0001193125-14-195206 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 12th, 2014 • Telik Inc • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 12, 2014, by and among MabVax Therapeutics, Inc., a Delaware corporation, with headquarters located at 11588 Sorrento Valley Road, Suite 20, San Diego, CA 92121 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement • May 12th, 2014 • Telik Inc • Pharmaceutical preparations

THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between William P. Kaplan (“Employee”) and Telik, Inc. (“Company”), and inures to the benefit of each of Company’s current, former and future, as applicable, parents, subsidiaries, affiliates, related entities, employee benefit plans and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, insurers, counsel, employees and assigns, and is contingent upon and shall be effective as of the closing of the transactions contemplated by the Merger Agreement (as defined below). The term “Parties” used in this Agreement means Company and Employee collectively.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 12th, 2014 • Telik Inc • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 12, 2014, by and among MabVax Therapeutics, Inc., a Delaware corporation, with headquarters located at 11588 Sorrento Valley Road, Suite 20, San Diego, California 92121 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 12th, 2014 • Telik Inc • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 2014, by and among Telik, Inc., a Delaware corporation, with headquarters located at 2100 Geng Road, Suite 102, Palo Alto, California 94303 (the “Company” or “Parent”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • May 12th, 2014 • Telik Inc • Pharmaceutical preparations

THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between Michael M. Wick, M.D., Ph.D. (“Employee”) and Telik, Inc. (“Company”), and inures to the benefit of each of Company’s current, former and future, as applicable, parents, subsidiaries, affiliates, related entities, employee benefit plans and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, insurers, counsel, employees and assigns, and is contingent upon and shall be effective as of the closing of the transactions contemplated by the Merger Agreement (as defined below). The term “Parties” used in this Agreement means Company and Employee collectively.

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