AEROGEN, INC.Underwriting Agreement • October 30th, 2000 • Aerogen Inc • Electromedical & electrotherapeutic apparatus • California
AEROGEN, INC. ANDStock Purchase Agreement • August 25th, 2000 • Aerogen Inc • Delaware
RECITALSIndemnity Agreement • August 25th, 2000 • Aerogen Inc • Delaware
SUBLEASEAerogen Inc • August 25th, 2000
FOURTH AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2000 • Aerogen Inc • California
AeroGen, Inc. and Mellon Investor Services LLC as Rights Agent RIGHTS AGREEMENT Dated as of June 5, 2001Rights Agreement • June 13th, 2001 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
This Rights Agreement ("Agreement") dated as of June 5, 2001 between AeroGen, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent ("Rights Agent").
AGREEMENT FOR THE ACQUISITION, BY WAY OF EXCHANGE, OF THE ENTIRE ISSUED "A" ORDINARY SHARE CAPITAL OF CERUS LIMITED. ARTHUR COX, EARLSFORT CENTRE, EARLSFORT TERRACE, DUBLIN 2 MS 10001.DOC TABLE OF CONTENTSAgreement • August 25th, 2000 • Aerogen Inc
AEROGEN, INC. ANDStock Purchase Agreement • November 9th, 2000 • Aerogen Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 10.9 AEROGEN/PATHOGENESIS PRODUCT DEVELOPMENT AND SUPPLY AGREEMENT JANUARY 20, 2000 TABLE OF CONTENTSCertain • November 14th, 2000 • Aerogen Inc • Electromedical & electrotherapeutic apparatus • Delaware
BETWEEN BESPAK PLC AND AEROGEN, INC. ANDSupply Contract • August 25th, 2000 • Aerogen Inc • North Carolina
ContractAerogen Inc • October 7th, 2003 • Surgical & medical instruments & apparatus
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 22nd day of March, 2004 by and among Aerogen, Inc.,a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement, dated March 11, 2004, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
AEROGEN, INC. SECURED CONVERTIBLE DEBENTURE DUE MARCH 1, 2004Aerogen Inc • February 5th, 2004 • Surgical & medical instruments & apparatus
THIS DEBENTURE is issued by Aerogen, Inc., a Delaware corporation (the “Borrower”), in the aggregate principal amount of Five Hundred Thousand Dollars ($500,000) (the “Debenture”).
FORM OF RIGHT CERTIFICATE (Exhibit B to Rights Agreement)Aerogen Inc • June 13th, 2001 • Surgical & medical instruments & apparatus
This certifies that or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 5, 2001 (the "Rights Agreement"), between AEROGEN, INC., a Delaware corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m., Pacific Time, on June 26, 2011 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company, at a purchase price of $60.00 per one one-hundredth of a Preferred Share (the "Purchase P
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • California
This Agreement is made pursuant to the Loan and Securities Purchase Agreement, dated as of the date hereof among the Borrower and the Lender (the “Loan Agreement”).
ContractPurchase Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
INSULIN INHALER DEVELOPMENT AGREEMENT BY AND BETWEENInhaler Development Agreement • November 9th, 2000 • Aerogen Inc • Electromedical & electrotherapeutic apparatus
LOAN AND SECURITIES PURCHASE AGREEMENTLoan and Securities Purchase Agreement • February 5th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • California
This Loan and Securities Purchase Agreement is entered into and dated as of January 23, 2004 (this “Agreement”), by and between Aerogen, Inc., a Delaware corporation (the “Borrower”), and the Lender identified on the signature page hereto (the “Lender”).
ContractAerogen Inc • February 5th, 2004 • Surgical & medical instruments & apparatus
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY SECURITY AGREEMENT (“Amendment”) is made and entered into as of March 11, 2004 by Aerogen, Inc., a Delaware corporation (the “Borrower”), and the lenders signatory hereto (each lender including their respective successors, endorsees, transferees and assigns, a “Secured Party”, and collectively, the “Secured Parties”).
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO THE SECURITY AGREEMENT (“Amendment”) is made and entered into as of March 11, 2004 by Aerogen, Inc., a Delaware corporation (the “Borrower”), and the lenders signatory hereto (each lender including their respective successors, endorsees, transferees and assigns, a “Secured Party”, and collectively, the “Secured Parties”).
FIRST AMENDMENTAerogen Inc • May 10th, 2004 • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT (this "Amendment") is made and entered into as of November 6, 2003, by and between CA-SHORELINE TECHNOLOGY PARK LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and AEROGEN, INC., a Delaware corporation ("Tenant").
FIRST AMENDMENT TO DISTRIBUTION, MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • August 9th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO THE DISTRIBUTION, MANUFACTURING AND SUPPLY AGREEMENT (the “First Amendment”) is made as of January 30, 2004 (the “First Amendment Date”) by and between AEROGEN, INC., a Delaware corporation, with offices at 2071 Stierlin Court, Mountain View, CA 94043 (“Aerogen”), and MEDICAL INDUSTRIES AMERICA, INC., an Iowa corporation, with offices at 2636 289th Place, Adel, IA 50003 (“MIA”).
PURCHASE AGREEMENTPurchase Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
This opinion is furnished to you at the request and on behalf of the Company pursuant to Section 8.1 of the Purchase Agreement in connection with the First Closing. Capitalized terms used but not defined herein have the meanings given them in the Purchase Agreement.
AMENDMENT TO PURCHASE AGREEMENT AND WAIVERPurchase Agreement and Waiver • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO PURCHASE AGREEMENT AND WAIVER (the “Amendment”) is made as of March 19, 2004, by and between AEROGEN, INC., a Delaware corporation (the “Company”), Xmark Fund L.P., a Delaware Limited Partnership (“Xmark LP”), Xmark Fund, Ltd., a Cayman Islands exempted company (together with Xmark LP, the “Lead Investor”) and the other Investors. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (defined below).
FIRST AMENDMENT TO SUBLEASE AND SUBLEASE EXTENSION AGREEMENTAnd Sublease Extension Agreement • March 27th, 2002 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO SUBLEASE AND SUBLEASE EXTENSION AGREEMENT (“Agreement”) is made as of this 12th day of December, 2001, by and between Microbar, Inc. (“Sublessor”) and Aerogen, Inc. (“Sublessee”).
AGREEMENT AND PLAN OF MERGER Dated as of August 12, 2005 among NEKTAR THERAPEUTICS OSKI ACQUISITION CORPORATION and AEROGEN, INC.Agreement and Plan of Merger • August 17th, 2005 • Aerogen Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 12, 2005 (this "Agreement"), is among NEKTAR THERAPEUTICS, a Delaware corporation ("Parent"), OSKI ACQUISITION CORPORATION, a Delaware corporation and an indirect, wholly owned Subsidiary of Parent ("Merger Sub"), and AEROGEN, INC. a Delaware corporation (the "Company"). Certain terms used in this Agreement are used as defined in Section 8.12.
DISTRIBUTION, MANUFACTURING AND SUPPLY AGREEMENTAnd Supply Agreement • November 14th, 2003 • Aerogen Inc • Surgical & medical instruments & apparatus
This Distribution, Manufacturing and Supply Agreement (the “Agreement”) is made and entered into as of September 30, 2003 (the “Effective Date”) by and between Aerogen, Inc., a Delaware corporation, with offices at 2071 Stierlin Court, Mountain View, CA 94043 (“Aerogen”), and Medical Industries America, Inc., an Iowa corporation, with offices at 2636 289th Place, Adel, IA 50003 (“MIA”). Aerogen and MIA may be referred to herein individually as a “Party” or collectively as the “Parties”.
AMENDMENT TO DISTRIBUTION, MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • May 13th, 2005 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO DISTRIBUTION, MANUFACTURING AND SUPPLY AGREEMENT (the “Amendment”) is made and entered into as of March 18, 2005 (the “Amendment Date”) by and between AEROGEN, INC., a Delaware corporation, with offices at 2071 Stierlin Court, Mountain View, CA 94043 (“Aerogen”), and MEDICAL INDUSTRIES AMERICA, INC., an Iowa corporation, with offices at 2636 289th Place, Adel, IA 50003 (“MIA”). Aerogen and MIA may be referred to herein individually as a “Party” or collectively as the “Parties”.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 25th, 2003 • Aerogen Inc • Surgical & medical instruments & apparatus • Delaware
This Amendment to Rights Agreement (the “Amendment”) is made as of February 24, 2003, by and between Aerogen, Inc., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
AMENDMENT NO. 2 TO SECURED CONVERTIBLE DEBENTURE AND CONSENTSecured Convertible Debenture and Consent • February 5th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 2 TO SECURED CONVERTIBLE DEBENTURE AND CONSENT (the “Amendment”) is made as of January 20, 2004, by and between AEROGEN, INC., a Delaware corporation (the “Borrower”) and SF CAPITAL PARTNERS, LTD., or its registered assigns (the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Debenture and Purchase Agreement (each as defined below);
AMENDMENT TO SECURED CONVERTIBLE DEBENTURESecured Convertible Debenture • February 5th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT (the “Amendment”) is made as of January 7, 2004, by and among AEROGEN, INC., a Delaware corporation (the “Borrower”), and SF CAPITAL PARTNERS, LTD., or its registered assigns (the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Debenture (as defined below).
ContractAerogen Inc • March 26th, 2004 • Surgical & medical instruments & apparatus
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITY.
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
This AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made as of March 19, 2004, by and between AEROGEN, INC., a Delaware corporation (the “Company”) and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2005 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is made as of May 24, 2005, by and between AEROGEN, INC., a Delaware corporation (the “Company”), Xmark Fund L.P., a Delaware Limited Partnership (“Xmark LP”), Xmark Fund, Ltd., a Cayman Islands exempted company (together with Xmark LP, the “Lead Investor”) and the other Investors listed as signatories hereto (“Other investors”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Rights Agreement (defined below).
