Exhibit 2 Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the...Essential Therapeutics Inc • April 29th, 2003 • Pharmaceutical preparations
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Essential Therapeutics, Inc.
This ESCROW AGREEMENT (this "Agreement"), dated as of March 11, 2002, is --------- among Essential Therapeutics, Inc., a Delaware corporation (the "Parent"), ------ Terence E. Winters in his capacity as representative (he or his successor, in such...Escrow Agreement • March 25th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Massachusetts
WITNESSETHVoting Agreement • November 2nd, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
WHEREAS, as a condition to, and concurrently with, the execution of this Agreement, certain directors, officers, employees and consultants of the Company, and all holders of convertible promissory notes issued by the Company (other than Parent) and...Agreement and Plan of Merger • March 25th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
EXHIBIT 99.3 NEITHER THIS STOCK OPTION AGREEMENT NOR ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN...Stock Option Agreement • August 6th, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
RECITALSIndemnification Agreement • March 29th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
Exhibit 10.65 SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of January 2, 2003, by and between Elizabeth A. Grammer (the "Employee") and Essential Therapeutics, Inc., a Delaware corporation (the "Company"). 1. Term of Agreement. This Agreement...Severance Agreement • March 31st, 2003 • Essential Therapeutics Inc • Pharmaceutical preparations
LEASE AGREEMENTLease Agreement • November 8th, 1996 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
1 EXHIBIT 10.21 MICROCIDE PHARMACEUTICALS, INC. CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of the 14th day of January, 1998, by and between Microcide Pharmaceuticals, Inc. (the "Company"), and Keith...Consulting Agreement • March 31st, 1998 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1.0 Basic Provisions ("Basic Provisions") 1.1. Parties: This Lease ("Lease"), dated for reference...Microcide Pharmaceuticals Inc • August 14th, 1998 • Pharmaceutical preparations
THIS STOCK OPTION AGREEMENT (this "Agreement"), dated as of July 27, 2001, --------- is entered into by and between The Althexis Company, Inc., a Delaware corporation ("Issuer"), and Microcide Pharmaceuticals, Inc., a Delaware ------ corporation...Stock Option Agreement • August 6th, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
RECITALSLicense Agreement • May 15th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations
WITNESSETHVoting Agreement • November 8th, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 8th, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
CONFIDENTIAL TREATMENT AMENDMENT NO. 3Confidential Treatment • May 15th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations
Microcide Pharmaceuticals, Inc. ________________________________ ________________________________ Attention:______________________ Ladies and Gentlemen: Microcide Pharmaceuticals, Inc., a Delaware corporation, (the "Company"), and ____________ (the...Lock-Up Agreement • November 5th, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations
Microcide Pharmaceuticals, Inc., a Delaware corporation, (the "Company"), and ____________ (the "Investor"), have entered into a Subscription Agreement dated as of _________ __, 2001 (the "Subscription Agreement"), providing for the purchase of _______ shares (the "Shares") of the Company's Series B Convertible Redeemable Preferred Stock ("Company Preferred Stock") by the Investor (the "Investment").
RECITALS --------Research Agreement • May 15th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • California
ANDRights Agreement • February 4th, 1999 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
1 Exhibit 10.33 CONSULTING AGREEMENT John P. Walker 126 Isabella Avenue Atherton, CA 94027 January 1, 2001 Dear John: Microcide Pharmaceuticals, Inc. (the "Company") wishes to obtain your services as a consultant. This letter shall constitute an...Consulting Agreement • March 21st, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
FORM OF]Subscription Agreement • November 8th, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations • California
October 24, 2001 Microcide Pharmaceuticals, Inc. 850 Maude Avenue Mountain View, CA 94043 Attention: Chief Financial Officer Ladies and Gentlemen: Microcide Pharmaceuticals, Inc., a Delaware corporation, (the "Company"), and _____________________ (the...Essential Therapeutics Inc • November 2nd, 2001 • Pharmaceutical preparations
Microcide Pharmaceuticals, Inc., a Delaware corporation, (the "Company"), and _____________________ (the "Investor"), have entered into a Subscription Agreement dated as of July 27, 2001 (the "Subscription Agreement"), providing for the purchase of __________________ shares (the "Shares") of the Company's Series B Convertible Redeemable Preferred Stock ("Company Preferred Stock") by the Investor (the "Investment").
Exhibit 10.35 COLLABORATIVE RESEARCH AND LICENSE AGREEMENT THIS COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (the "Agreement") is made effective as of the 15th day of January, 2001 (the "Effective Date") by and between MICROCIDE PHARMACEUTICALS, INC.,...Collaborative Research and License Agreement • August 14th, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations
SUBLEASEMicrocide Pharmaceuticals Inc • November 14th, 1997 • Pharmaceutical preparations • California
SUBLEASE --------Essential Therapeutics Inc • May 15th, 2002 • Pharmaceutical preparations
EXHIBIT 99.4 SUBSCRIPTION AGREEMENT DATED AS OF JULY 27, 2001 BY AND BETWEEN MICROCIDE PHARMACEUTICALS, INC.Subscription Agreement • August 6th, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
EPIGENIX, INC.Information and Registration Rights Agreement • January 29th, 1998 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
WHEREAS, the Company is entering into a certain Agreement and Plan of Merger, of even date herewith (the "Merger Agreement"), by and among the ---------------- Company, Microcide Pharmaceuticals, Inc., a Delaware corporation ("Microcide"), ---------...Executive Stock Purchase Agreement • March 29th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Massachusetts
EXHIBIT 10.20 SUB-SUBLEASEMicrocide Pharmaceuticals Inc • November 14th, 1997 • Pharmaceutical preparations
AGREEMENTVoting Agreement • April 29th, 2003 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
Exhibit 10.6 CONFIDENTIAL TREATMENT LICENSE AGREEMENT USC FILE 2146B (Gere S. diZerega) USC FILE 2429 (Gere S. diZerega and Kathleen E. Rodgers) USC FILE 2430 (Gere S. diZerega and Kathleen E. Rodgers) TISSUE REPAIR SUBSTANCE 1. INTRODUCTION THIS...Confidential Treatment • May 15th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • California
Consulting Agreement -- John P. Walker Page -2-Consulting Agreement • March 29th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • California
Amendment to the Collaborative Research Agreement This Agreement (the "2000 Amendment") is entered into as of March 1, 2000 by and between Pfizer Inc. ("Pfizer"), a Delaware corporation, having an office at 235 East 42nd Street, New York, New York...Collaborative Research Agreement • June 19th, 2000 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations
EXHIBIT 10.41 CONFIDENTIAL TREATMENT AMENDMENT NUMBER 3 TO RESEARCH AND LICENSE AGREEMENT BY AND BETWEEN MICROCIDE PHARMACEUTICALS, INC., ORTHO PHARMACEUTICAL CORPORATION AND R.W. JOHNSON PHARMACEUTICAL RESEARCH INSTITUTE This Amendment Number 3...Research and License Agreement • March 29th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations
WITNESSETH:Security Agreement • March 31st, 1999 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
1 EXHIBIT 2.3 ANTIVIRAL AND SURROGATE GENETICS RESEARCH AND COLLABORATION AGREEMENT MICROCIDE PHARMACEUTICALS, INC.Antiviral and Surrogate • January 29th, 1998 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
