REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 27, 2004, is by and between EMISPHERE TECHNOLOGIES, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).
COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and EMISPHERE TECHNOLOGIES, INC. dated as of December 27, 2004Common Stock Purchase Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT is entered into as of the 27th day of December, 2004 (this “Agreement”), by and between KINGSBRIDGE CAPITAL LIMITED, an entity organized and existing under the laws of the British Virgin Islands (the “Investor”) and EMISPHERE TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
RESEARCH COLLABORATION OPTION AND LICENSE AGREEMENT BY AND BETWEEN EMISPHERE TECHNOLOGIES, INC. AND NOVARTIS PHARMA AGResearch Collaboration Option and License Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
*** - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission.
RESEARCH COLLABORATION LICENSE AGREEMENT BY AND BETWEEN EMISPHERE TECHNOLOGIES, INC. AND NOVARTIS PHARMA AGResearch Collaboration License Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This Research Collaboration License Agreement (the “Agreement”), dated and effective as of September __, 2004 (the “Effective Date”) is between Emisphere Technologies, Inc., a Delaware corporation with offices at 765 Old Saw Mill River Road, Tarrytown, New York 10591, USA (“Emisphere”), and Novartis Pharma AG, a company registered in Switzerland with offices at Lichtstrasse 35, CH 4056 Basel, Switzerland (“Novartis”) and Novartis and Emisphere shall each be a “Party” and together the “Parties”.
REGISTRATION RIGHTS AGREEMENT BETWEEN EMISPHERE TECHNOLOGIES, INC. AND NOVARTIS PHARMA AG Dated as of November 29, 2004Registration Rights Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2004, between NOVARTIS PHARMA AG, a corporation organized under the laws of Switzerland (the “Initial Holder”) and EMISPHERE TECHNOLOGIES, INC., a Delaware corporation (the “Company”).
ContractNote • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT EXCEPT UNDER A VALID EXEMPTION FROM REGISTRATION UNDER THE ACT AND DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED. THIS NOTE IS ISSUED UNDER AND SUBJECT TO THE TERMS OF THE SECURITY PURCHASE AGREEMENT, DATED AS OF DECEMBER 27, 2004 (THE “PURCHASE AGREEMENT”), BETWEEN THE COMPANY AND THE HOLDER, AS AMENDED FROM TIME TO TIME. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS PROVIDED IN THE PURCHASE AGREEMENT.
AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN EMISPHERE TECHNOLOGIES, INC. AND MICHAEL M. GOLDBERG, M.D.Employment Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), effective as of December 15, 2004, is entered into by and between Emisphere Technologies, Inc., a Delaware corporation with principal offices at 765 Old Saw Mill River Road, Tarrytown, New York 10591 (the “Employer”), and Michael M. Goldberg, M.D. (the “Executive”).
SECURITY PURCHASE AGREEMENTSecurity Purchase Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
THIS SECURITY PURCHASE AGREEMENT (the “Agreement”), dated as of December 27, 2004, is made and entered into by and between Elan International Services, Ltd., a Bermuda exempted company limited by shares (the “Seller”), and Emisphere Technologies, Inc., a Delaware corporation (the “Purchaser”).
DEVELOPMENT AND LICENSE AGREEMENT BETWEEN HOFFMANN-LA ROCHE INC. AND F.HOFFMANN-LA ROCHE LTD AND EMISPHERE TECHNOLOGIES, INC. November 17, 2004Development and License Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • Delaware
THIS DEVELOPMENT AND LICENSE AGREEMENT(the “Agreement”) is entered into as of November 17, 2004 (the “Effective Date”) by and between HOFFMANN-LA ROCHE INC., a New Jersey corporation having a place of business at 340 Kingsland Street, Nutley, New Jersey 07110, and F.HOFFMANN-LA ROCHE LTD, a Swiss corporation, having a place of business at Grenzacherstrasse 124, CH-4070, Basel, Switzerland (collectively “Roche”), on the one hand, and EMISPHERE TECHNOLOGIES, INC., a Delaware corporation having an address of 765 Old Saw Mill River Road, Tarrytown, NY 10591 (“Emisphere”), on the other.
