EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 17th, 2014 • Neothetics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”) is made effective as of October 15, 2014 (the “Effective Date”), by and between Neothetics, Inc. (the “Company”) and George W. Mahaffey (the “Executive”). This Agreement amends and restates the Executive Employment Agreement between the Company and Executive dated as of March 2, 2011 (the “Original Agreement”), supersedes and replaces the Original Agreement in its entirety.
OFFICE SPACE LEASE BETWEEN WW&LJ GATEWAYS, LTD. AND LIPOTHERA, INC.Office Space Lease • October 17th, 2014 • Neothetics, Inc. • Pharmaceutical preparations • California
THIS LEASE is made as of the 3rd day of July, 2008, by and between WW&LJ GATEWAYS, LTD., a California limited partnership, hereafter called “Landlord,” and LIPOTHERA, INC., a Delaware corporation, hereafter called “Tenant.”
NEOTHETICS, INC.Notice and Restricted Stock Purchase Agreement • October 17th, 2014 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan.
CLINICAL DEVELOPMENT AND COLLABORATION AGREEMENTClinical Development and Collaboration Agreement • October 17th, 2014 • Neothetics, Inc. • Pharmaceutical preparations • New York
THIS CLINICAL DEVELOPMENT AND COLLABORATION AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2013 (the “Effective Date”), by and between NovaMedica, LLC (“NovaMedica”), a limited liability company organized under the laws of the Russian Federation with an address of 107113 bldg. 38, pr. 7, Sokolnichesky Val Street Moscow Russian Federation and Lithera, Inc. (“Lithera” or “Company”), a corporation organized under the laws of the State of Delaware and having its place of business at 9191 Towne Centre Drive, Suite 400, San Diego, California, 92122, USA. For the purposes of this Agreement, “Party” means NovaMedica and Lithera, individually, and “Parties” means NovaMedica and Lithera, collectively.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 17th, 2014 • Neothetics, Inc. • Pharmaceutical preparations • New York
This Assignment and Assumption Agreement (“Agreement”), signed as of December 12, 2012, is made by and among Domain Russia Investments Limited, a limited company organized under the laws of England and Wales with registration number 7899075, having an address at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands (“DRI”), Lithera, Inc., a corporation organized under the laws of the State of Delaware, USA, and having its place of business at 9191 Towne Centre Drive, Suite 400 San Diego, California 92122, USA (“Lithera” or “Company”), and NovaMedica LLC, a limited liability company organized under the laws of the Russian Federation with an address of 10113, bldg. 38, Sokolnichesky Val Street, Moscow, Russian Federation (“NovaMedica” and, together with DRI and Lithera, the “Parties”, and each of NovaMedica, Lithera, and DRI, a “Party”).
DECEMBER 12, 2012 TECHNOLOGY TRANSFER AGREEMENT By and Between DOMAIN RUSSIA INVESTMENTS LIMITED And LITHERA, INC.Technology Transfer Agreement • October 17th, 2014 • Neothetics, Inc. • Pharmaceutical preparations • New York
THIS TECHNOLOGY TRANSFER AGREEMENT (the “Agreement”) is dated as of December 12, 2012 (the “Effective Date”), by and between Domain Russia Investments Limited, a private limited company incorporated and existing under the laws of England and Wales with registration number 7899075, having its registered office at The Broadgate Tower, Third Floor, 20 Primrose Street, London EC2A 2RS, United Kingdom (“DRI”), and Lithera, Inc., a corporation organized under the laws of the State of Delaware, and having its place of business at 9191 Towne Center Drive, Ste. 400, San Diego, California, 92122 USA (“Company”). DRI and the Company may each be referred to herein as a “Party” or, collectively, as “Parties.”
NINTH AMENDMENTNeothetics, Inc. • October 17th, 2014 • Pharmaceutical preparations
THIS NINTH AMENDMENT (the “Amendment”) is made and entered into as of April 21, 2014, by and between LJ GATEWAY OFFICE LLC, a Delaware limited liability company (“Landlord”) and LlTHERA, INC., a Delaware corporation (“Tenant”).
NEOTHETICS, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 22, 2014’ Rights Agreement • October 17th, 2014 • Neothetics, Inc. • Pharmaceutical preparations • California
This Fourth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 22nd day of September, 2014 by and among Neothetics, Inc., a Delaware corporation (the “Company”), John Dobak, M.D. (the “Founder”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor,” and collectively, as the “Investors.”
