Transcend Therapeutics Inc Sample Contracts

Transcend Therapeutics Inc – Termination Agreement (May 12th, 1999)

1 EXHIBIT 10.1 Termination Agreement This Termination Agreement sets forth the terms and conditions upon which Boehringer Ingelheim International GmbH ("BII") and Transcend Therapeutics, Inc. ("TTI") have agreed to terminate their collaboration with respect to Procysteine i.v. On February 28, 1997, BII and TTI entered into a Development and License Agreement (the "Agreement"). In August 1998, TTI and BII jointly announced results from the unblinding of the Phase III Clinical Trial evaluating the intravenous administration of Procysteine for the treatment of ARDS. BI and TTI have agreed that these results showed Procysteine i.v. is not effective in the treatment of ARDS. Accordingly, BII and TTI have agreed as follows: 1. BII and TTI agree that the Agreement shall terminate and be of no further force or effect. 2. Upon termination of the Agreement, (a) all of the rights and obligations of each party under the Agreement, including the rights an

Transcend Therapeutics Inc – LEASE TERMINATION AGREEMENT (March 31st, 1999)

EXHIBIT 10.15 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT is made this November 1999 by and between Massachusetts Institute of Technology ("Lessor"), and Transcend Therapeutics, Inc., formerly known as Free Radical Sciences, Inc. ("Lessee"). WITNESSETH WHEREAS Lessor and Lessee did make and execute that certain Lease dated October 28, 1994 and as amended by the First Amendment to Lease dated June 14, 1998 covering premises in the building known as 640 Memorial Drive, Cambridge. WHEREAS Lessor and Lessee desire to alter and modify said Lease to provide for early expiration of the Term of the Lease. WHEREAS the Lessor provides to Lessee a complete and full release of obligations under its Lease at 640 Memorial Drive, Cambridge, Massachusetts, effective January 1, 1999, subject to provisions specified below. NOW THEREFORE, in cons

Transcend Therapeutics Inc – Company Press Release (January 8th, 1999)

1 EXHIBIT 99 Wednesday December 23, 7:29 am Eastern Time Company Press Release SOURCE: Transcend Therapeutics, Inc. Transcend Therapeutics Enters Into a Definitive Merger Agreement To be Acquired by KeraVision, Inc. CAMBRIDGE, Mass., Dec. 23 /PRNewswire/ -- Transcend Therapeutics, Inc. (Nasdaq: TSND - news) today announced that it has signed a definitive merger agreement to be acquired by KeraVision, Inc. (Nasdaq: KERA - news), a vision correction company. Transcend, which has an anticipated net cash balance of approximately $8 million, has agreed under the merger agreement to wind down its operations as a drug development company. No Transcend employees will be retained after the closing of the transaction. Transcend stockholders will receive shares of KeraVision common stock with a value equal to the amount of net cash of Transcend as of the closing date plus a premium of between 20 percent and 30 perc

Transcend Therapeutics Inc – SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASE (November 16th, 1998)

1 SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASE Agreement made as of the 20th day of August, 1998, by and between Transcend Therapeutics, Inc., a Delaware corporation (the "Company"), and Hector J. Gomez, M.D., Ph.D. (the "Employee"). WHEREAS, the parties wish to resolve amicably the Employee's separation from the Company and establish the terms of the Employee's severance arrangement; NOW, THEREFORE, in consideration of the promises and conditions set forth herein, the sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows: 1. TERMINATION DATE. The Employee's Termination Date will be August 21, 1998, the date upon which the Employee submitted and the Company accepted, the Employee's letter of resignation as an officer, employee and as a Director of the Company. A copy of the aforementioned letter of resignation is attached hereto as EXHIBIT A. 2. MONETARY CONSIDERA

Transcend Therapeutics Inc – LICENSE AGREEMENT (March 31st, 1998)

1 EXHIBIT 10.4 LICENSE AGREEMENT THIS LICENSE AGREEMENT, effective this 31st day of December, 1997 (the "Effective Date") is entered into by and between Baxter International Inc., a Delaware corporation having offices at One Baxter Parkway, Deerfield, Illinois 60015 ("BAXTER") and Transcend Therapeutics Inc., a Delaware corporation ("TTI"). WHEREAS, Clintec Nutrition Company, an Illinois general partnership ("CLINTEC") was formed by Nestle Clinical Nutrition Inc. (formerly Clinical Nutrition Holdings, Inc.), a Delaware Corporation ("Nestle Nutrition") and Clintec International, Inc., a Delaware Corporation, a subsidiary of BAXTER for the purpose of combining the clinical nutrition businesses of NESTLE and BAXTER and their respective Affiliates; WHEREAS, on April 5, 1994 (the "Original Effective Date"), CLINTEC and TTI (then known as Free Radical Sciences, Inc.) ent

Transcend Therapeutics Inc – LICENSE AGREEMENT (March 31st, 1998)

1 EXHIBIT 10.5 LICENSE AGREEMENT THIS LICENSE AGREEMENT, effective this 31st day of December, 1997 (the "Effective Date") is entered into by and between Nestec Ltd., a Swiss corporation having offices at Avenue Nestle 55, 1800 Vevey, Switzerland ("NESTLE") and Transcend Therapeutics Inc., a Delaware corporation ("TTI"). WHEREAS, Clintec Nutrition Company, an Illinois general partnership ("CLINTEC") was formed by Nestle Clinical Nutrition Inc. (formerly Clinical Nutrition Holdings, Inc.), a Delaware Corporation ("Nestle Nutrition") and Clintec International, Inc., a Delaware Corporation ("BAXTER") for the purpose of combining the clinical nutrition business of NESTLE and BAXTER and their respective Affiliates; WHEREAS, on April 5, 1994 (the "Original Effective Date"), CLINTEC and TTI (then known as Free Radical Sciences, Inc.) entered

Transcend Therapeutics Inc – Amended and Restated 1994 Equity Incentive Plan (March 31st, 1998)

1 EXHIBIT 10.1 TRANSCEND THERAPEUTICS, INC. Amended and Restated 1994 Equity Incentive Plan As amended, January 15, 1998 1. PURPOSE. The purpose of this plan (the "Plan") is to secure for Transcend Therapeutics, Inc. (the "Company") and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its parent and subsidiary corporations who are expected to contribute to the Company's future growth and success. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"). 2. TYPE OF OPTIONS AND AWARDS; ADMINISTRATION. (a) TYP

Transcend Therapeutics Inc – THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED (March 31st, 1998)

1 EXHIBIT 10.12 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT -------------------------------------------------- Warrant No. ____ Number of Shares: ____ (subject to adjustment) Date of Issuance: August 1, 1997 TRANSCEND THERAPEUTICS, INC. Common Stock Purchase Warrant ----------------------------- (Void after March 3, 2002) Transcend Therapeutics, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that __________________________________ (the "Investor"), or its registered assigns (the "Registered Hold

Transcend Therapeutics Inc – DEVELOPMENT AND LICENSE AGREEMENT (July 1st, 1997)

1 Exhibit 10.10 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. Final DEVELOPMENT AND LICENSE AGREEMENT BETWEEN TRANSCEND THERAPEUTICS, INC. AND BOEHRINGER INGELHEIM INTERNATIONAL GmbH DATED AS OF FEBRUARY 28, 1997 2 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS ....................................... 6 1.1 "ADDITIONAL DEVELOPMENT PROGRAM" ................. 6 1.2. "ADMINISTRATION COSTS" ........................... 6 1.3. "AFFILIATE" ........

Transcend Therapeutics Inc – CONTRIBUTION AGREEMENT (July 1st, 1997)

1 EXHIBIT 10.2 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. CONTRIBUTION AGREEMENT between FREE RADICAL SCIENCES, INC. and CLINTEC NUTRITION COMPANY ----------------------- April 5, 1994 ----------------------- 2 TABLE OF CONTENTS Page SECTION 1 - CONTRIBUTION OF ASSETS 1 1.1 Contribution of Assets 1 1.2 As

Transcend Therapeutics Inc – EXCLUSIVE LICENSE AGREEMENT CRF D-416 AND D-520 (July 1st, 1997)

1 EXHIBIT 10.5 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. AMENDED AND RESTATED -------------------- EXCLUSIVE LICENSE AGREEMENT CRF D-416 AND D-520 ----------------------------------------------- D-913, D-1069, D-1239, D-1258, D-1403, D-1426 --------------------------------------------- THIS AGREEMENT, executed as of August 12, 1996, amends, restates and supersedes the Exclusive License Agreement CRF D-416 and D-520, D-913, D-1069, D-1239, D-1258, D-1403, D-1426 dated April 5, 1994 (the "Original Agreement") by and between the CORNELL RESEARCH FOUNDATION, INC., having offices at Cornell Business & Technology Park

Transcend Therapeutics Inc – REGISTRATION RIGHTS AGREEMENT (June 30th, 1997)

1 Exhibit 4.4 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Third Amended and Restated Registration Rights Agreement (the "Agreement") is made as of this 13th day of June 1997 by and among Transcend Therapeutics, Inc., a Delaware corporation ("Transcend"), and The Venture Capital Fund of New England III, L.P., Advent International Investors II Limited Partnership, Advent Performance Materials Limited Partnership, Global Private Equity II Limited Partnership, Rovent II Limited Partnership, Paal C. Gisholt, Charles Hsu, Sprout Capital VI, L.P., DLJ Capital Corporation, Frank L. Douglas, Jerry T. Jackson, Richard B. Egen, Hector J. Gomez and John J. Whalen (collectively, the "Purchasers"), Nestle Clinical Nutrition, Inc. (formerly, Clinical Nutrition Holdings, Inc., "Nestle"), Baxter Healthcare Corporation ("Baxter"), Clintec International, I

Transcend Therapeutics Inc – UNDERWRITING AGREEMENT (June 6th, 1997)

1 2,455,000 Shares TRANSCEND THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT ---------------------- June __, 1997 EVEREN SECURITIES, INC. PRINCIPAL FINANCIAL SECURITIES, INC. As Representatives of the Several Underwriters c/o EVEREN SECURITIES, INC. 77 West Wacker Drive, 31st Floor Chicago, Illinois 60601 Dear Sirs: Transcend Therapeutics, Inc., a Delaware corporation (the "Company"), proposes to issue and sell an aggregate of 2,455,000 shares of its common stock, par value $0.01 per share (the "Initial Securities"), to the several Underwriters named in Schedule I hereto (the "Underwriters") for whom EVEREN Securities, Inc. ("EVEREN") and Principal Financial Securities, Inc. are acting as representatives (collectively, the "Repr

Transcend Therapeutics Inc – REGISTRATION RIGHTS AGREEMENT (June 6th, 1997)

1 Exhibit 4.4 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Third Amended and Restated Registration Rights Agreement (the "Agreement") is made as of this_____day of_____1997 by and among Transcend Therapeutics, Inc., a Delaware corporation ("Transcend"), and The Venture Capital Fund of New England III, L.P., Advent International Investors II Limited Partnership, Advent Performance Materials Limited Partnership, Global Private Equity II Limited Partnership, Rovent II Limited Partnership, Paal C. Gisholt, Charles Hsu, Sprout Capital VI, L.P., DLJ Capital Corporation, Frank L. Douglas, Jerry T. Jackson, Richard B. Egen, Hector J. Gomez and John J. Whalen (collectively, the "Purchasers"), Nestle Clinical Nutrition, Inc. (formerly, Clinical Nutrition Holdings, Inc., "Nestle"), Baxter Healthcare Corporation ("Baxter"), Clintec International, Inc

Transcend Therapeutics Inc – PURCHASE AGREEMENT (June 6th, 1997)

1 Exhibit 10.14 FIRST AMENDMENT OF NON-CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT This First Amendment of Non-Convertible Preferred Stock and Warrant Purchase Agreement (the "Amendment") dated as of May , 1997 amends the NonConvertible Preferred Stock and Warrant Purchase Agreement dated as of March 3, 1997 (the "March Agreement") by and among Transcend Therapeutics, Inc., a Delaware corporation ("Transcend"), and the Purchasers. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the March Agreement. In consideration of the mutual promises and covenants contained in this Amendment, and intending to be legally bound by the terms and conditions hereof, the parties hereto hereby agree as follows: 1. EXCHANGE OF NON-CONVERTIBLE PREFERRED STOCK. Up

Transcend Therapeutics Inc – AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN (April 10th, 1997)

1 EXHIBIT 10.1 TRANSCEND THERAPEUTICS, INC. AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN 1. Purpose. ------- The purpose of this plan (the "Plan") is to secure for Transcend Therapeutics, Inc. (the "Company") and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its parent and subsidiary corporations who are expected to contribute to the Company's future growth and success. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"). 2. Type of Options and Awards; Administration. ------------------------------------------

Transcend Therapeutics Inc – UNDERWRITING AGREEMENT (April 10th, 1997)

1 2,000,000 Shares TRANSCEND THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT April __, 1997 VECTOR SECURITIES INTERNATIONAL, INC. EVEREN SECURITIES, INC. As Representatives of the Several Underwriters c/o VECTOR SECURITIES INTERNATIONAL, INC. 1751 Lake Cook Road, Suite 350 Deerfield, Illinois 60015 Dear Sirs: Transcend Therapeutics, Inc., a Delaware corporation (the "Company"), proposes to issue and sell an aggregate of 2,000,000 shares of its common stock, par value $0.01 per share (the "Initial Securities"), to the several Underwriters named in Schedule I hereto (the "Underwriters") for whom Vector Securities International, Inc. ("Vector"), and EVEREN Securities, Inc. are acting as representatives (collectively, the "Representa

Transcend Therapeutics Inc – DEVELOPMENT AND LICENSE AGREEMENT (March 5th, 1997)

1 Exhibit 10.10 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. Final DEVELOPMENT AND LICENSE AGREEMENT BETWEEN TRANSCEND THERAPEUTICS, INC. AND BOEHRINGER INGELHEIM INTERNATIONAL GmbH DATED AS OF FEBRUARY 28, 1997 2 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS ....................................... 6 1.1 "ADDITIONAL DEVELOPMENT PROGRAM" ................. 6 1.2. "ADMINISTRATION COSTS" ........................... 6 1.3. "AFFILIATE" ........

Transcend Therapeutics Inc – AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN (March 5th, 1997)

1 EXHIBIT 10.1 TRANSCEND THERAPEUTICS, INC. AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN 1. Purpose. ------- The purpose of this plan (the "Plan") is to secure for Transcend Therapeutics, Inc. (the "Company") and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its parent and subsidiary corporations who are expected to contribute to the Company's future growth and success. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"). 2. Type of Options and Awards; Administration. ------------------------------------------

Transcend Therapeutics Inc – CONTRIBUTION AGREEMENT (March 5th, 1997)

1 EXHIBIT 10.2 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. CONTRIBUTION AGREEMENT between FREE RADICAL SCIENCES, INC. and CLINTEC NUTRITION COMPANY ----------------------- April 5, 1994 ----------------------- 2 TABLE OF CONTENTS Page SECTION 1 - CONTRIBUTION OF ASSETS 1 1.1 Contribution of Assets 1 1.2 As

Transcend Therapeutics Inc – THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS (March 5th, 1997)

1 EXHIBIT 10.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT ----------------------------------------------------------- Warrant No. ____ Number of Shares: 25,000 (subject to adjustment) Date of Issuance: October 28, 1994 FREE RADICAL SCIENCES, INC. Common Stock Purchase Warrant ----------------------------- (Void after October 28, 2004) Free Radical Sciences, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Massachusetts Institute of Technology (the "Investor"), or its registered as

Transcend Therapeutics Inc – EXCLUSIVE LICENSE AGREEMENT CRF D-416 AND D-520 (March 5th, 1997)

1 EXHIBIT 10.5 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. AMENDED AND RESTATED -------------------- EXCLUSIVE LICENSE AGREEMENT CRF D-416 AND D-520 ----------------------------------------------- D-913, D-1069, D-1239, D-1258, D-1403, D-1426 --------------------------------------------- THIS AGREEMENT, executed as of August 12, 1996, amends, restates and supersedes the Exclusive License Agreement CRF D-416 and D-520, D-913, D-1069, D-1239, D-1258, D-1403, D-1426 dated April 5, 1994 (the "Original Agreement") by and between the CORNELL RESEARCH FOUNDATION, INC., having offices at Cornell Business & Technology Park

Transcend Therapeutics Inc – NON-SOLICITATION AGREEMENT (March 5th, 1997)

1 EXHIBIT 10.3 NON-SOLICITATION AGREEMENT -------------------------- AGREEMENT dated as of April 5, 1995, by and among Baxter Healthcare Corporation, a Delaware corporation ("Baxter"), and Free Radical Sciences, Inc., a Delaware corporation ("FRS"). WHEREAS, FRS and Clintec Nutrition Company ("Clintec"), an Illinois general partnership, have entered into a Contribution Agreement dated as of the date hereof (the "Contribution Agreement") whereby Clintec is contributing certain assets to FRS; and WHEREAS, Baxter is a General Partner of Clintec; and WHEREAS, in order to protect the assets to be contributed to FRS under the terms of the Contribution Agreement, FRS and Clintec have agreed that the obligations of FRS to consummate the transact

Transcend Therapeutics Inc – LEASE (March 5th, 1997)

1 EXHIBIT 10.7 LEASE DATED: OCTOBER 28, 1994 MASSACHUSETTS INSTITUTE OF TECHNOLOGY, LESSOR FREE RADICAL SCIENCES, INC., LESSEE 640 MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS TABLE OF CONTENTS ----------------- 1.0 Parties and Premises.................................. 1 -------------------- 1.1 Parties and Premises............................. 1 -------------------- 1.2 Common Areas..................................... 1 ------------ 1.3 Cafeteria Expansion.............................. 2 ------------------- 2.0 Term ................................

Transcend Therapeutics Inc – LICENSE AGREEMENT (March 5th, 1997)

1 EXHIBIT 10.4 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. LICENSE AGREEMENT THIS AGREEMENT, effective this 5th day of April, 1994 ("Effective Date"), is entered into by and between Clintec Nutrition Company, an Illinois partnership organized under the laws of the State of Illinois, having offices at Three Parkway North, Suite 500, Deerfield, Illinois 60015-0760 ("CLINTEC") and Free Radical Sciences, Inc., a Delaware corporation, having offices at 245 First Street, 14th Floor, Cambridge, Massachusetts 02142 ("FRS"). WHEREAS, CLINTEC and FRS have entered into a Contribution Agreement of even date herewith; WHEREAS, pursuant to the Contribution Agreement, various patents a

Transcend Therapeutics Inc – RESTATED CERTIFICATE OF INCORPORATION (March 5th, 1997)

1 Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF TRANSCEND THERAPEUTICS, INC. PURSUANT TO SECTIONS 242 AND 245 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE Transcend Therapeutics, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "General Corporation Law"), hereby certifies as follows: 1. The name of the corporation is Transcend Therapeutics, Inc. The corporation was originally incorporated under the name "Free Radical Sciences, Inc." on December 23, 1992. 2. This Restated Certificate of Incorporation restates and integrates and further amends the Restated Certificate of Incorporation of the Corporation, was duly adopted

Transcend Therapeutics Inc – SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (March 5th, 1997)

1 EXHIBIT 4.2 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT --------------------------------------------------------- This Second Amended and Restated Registration Rights Agreement (the "Agreement") is made as of this 21st day of August, 1996 by and among The Venture Capital Fund of New England III, L.P., Advent International Investors II Limited Partnership, Advent Performance Materials Limited Partnership, Global Private Equity II Limited Partnership, Rovent II Limited Partnership, Paal C. Gisholt, Charles Hsu, Sprout Capital VI, L.P., DLJ Capital Corporation, Baxter Healthcare Corporation and Clinical Nutrition Holdings, Inc., Frank L. Douglas, Jerry T. Jackson and Richard B. Egen (collectively, the "Purchasers"), Clintec Nutrition Company ("Clintec"), Massachusetts Institute of Technology ("MIT") and Transcend Therapeutics, Inc., a Delaware corporation (the "Company")

Transcend Therapeutics Inc – REGISTRATION RIGHTS AGREEMENT (March 5th, 1997)

1 EXHIBIT 4.4 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Third Amended and Restated Registration Rights Agreement (the "Agreement") is made as of this ____ day of _______, 1997 by and among Transcend Therapeutics, Inc., a Delaware corporation ("Transcend"), and The Venture Capital Fund of New England III, L.P., Advent International Investors II Limited Partnership, Advent Performance Materials Limited Partnership, Global Private Equity II Limited Partnership, Rovent II Limited Partnership, Paal C. Gisholt, Charles Hsu, Sprout Capital VI, L.P., DLJ Capital Corporation, Frank L. Douglas, Jerry T. Jackson, Richard B. Egen, Hector J. Gomez and John J. Whalen (collectively, the "Purchasers"), Clinical Nutrition Holdings, Inc. ("Nestle"), Baxter Healthcare Corporation ("Baxter"), Clintec International, Inc. ("Clintec"), the Massachusetts I

Transcend Therapeutics Inc – PURCHASE AGREEMENT (March 5th, 1997)

1 EXHIBIT 10.12 NON-CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF MARCH 3, 1997 BY AND AMONG TRANSCEND THERAPEUTICS, INC. AND ADVENT INTERNATIONAL INVESTORS II LIMITED PARTNERSHIP ADVENT PERFORMANCE MATERIALS LIMITED PARTNERSHIP GLOBAL PRIVATE EQUITY II LIMITED PARTNERSHIP ROVENT II LIMITED PARTNERSHIP PAAL C. GISHOLT CHARLES HSU BAXTER HEALTHCARE CORPORATION TH

Transcend Therapeutics Inc – EMPLOYMENT AGREEMENT (March 5th, 1997)

1 [LETTERHEAD OF FREE RADICAL SCIENCES, INC.] EXHIBIT 10.8 FREE RADICAL SCIENCES, INC. EMPLOYMENT AGREEMENT AGREEMENT dated as of November 28, 1994, by and between Hector J. Gomez, M.D., Ph.D., of 66 Wayside Road, Concord, MA, 01742, (hereinafter called "Employee") and FREE RADICAL SCIENCES, INC., a Delaware corporation with principal operating offices at 245 First Street, Cambridge, Massachusetts (hereinafter called the "Company"). WHEREAS, the Company is engaged in the business of commercializing pharmaceutical products to attenuate free radical-mediated oxidative damage in the management of various medical conditions in human health care; and WHEREAS, Employee wishes to be employed by the Company as President and Chief Execu

Transcend Therapeutics Inc – RESTATED CERTIFICATE OF INCORPORATION (March 5th, 1997)

1 Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF FREE RADICAL SCIENCES, INC. Incorporated pursuant to an original Certificate of Incorporation filed with the Secretary of State on December 23, 1992. The undersigned, for the purpose of amending and restating the Certificate of Incorporation of Free Radical Sciences, Inc. (the "Corporation") under the laws of the State of Delaware, hereby certifies as follows: FIRST: The name of the Corporation is Free Radical Sciences, Inc. SECOND: The address of the Corporation's registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, Dover, Delaware 19901, Kent County. The name of the registered agent at such address is The Prentice-Hall Corporation System, Inc. THIRD: The nature of the business or the purposes to

Transcend Therapeutics Inc – STOCK PURCHASE AGREEMENT (March 5th, 1997)

1 EXHIBIT 10.11 STOCK PURCHASE AGREEMENT BETWEEN TRANSCEND THERAPEUTICS, INC. AND BOEHRINGER INGELHEIM INTERNATIONAL GMBH DATED AS OF FEBRUARY 28, 1997 2 TABLE OF CONTENTS 1. Certain Defined Terms.................................................. 1 1.1. Transcend Stock.................................................. 1 1.2. Purchase Price................................................... 2 1.3. Fair Market Value................................................ 2 2. Authorization and Sale of Shares of Transcend Stock.................... 2 2.1. Authorization of Shares of Transcend Stock..................