Biomedicines Inc Sample Contracts

Intarcia Therapeutics, Inc – 5,000,000 Shares INTARCIA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT (September 16th, 2005)
Intarcia Therapeutics, Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF (September 2nd, 2005)

ONE: The original name of this corporation was PHASEGAIN CLINICAL RESEARCH, INC. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was June 28, 1995. The name of the corporation was changed to BIOMEDICINES, INC. by amendment of this Certificate of Incorporation on August 16, 1996. The name of the corporation was changed to INTARCIA THERAPEUTICS, INC. by amendment of this Certificate of Incorporation on September 23, 2004.

Intarcia Therapeutics, Inc – OMEGA INTERFERON LICENSE AGREEMENT EXECUTED (May 16th, 2005)

Under an Agreement dated July 17, 1998, Boehringer Ingelheim International GmbH (“BII”) has granted BioMedicines, Inc. (“BMI”) certain rights to formulations of Omega Interferon (the “Agreement”) and BMI is commencing clinical trials with one such formulation. This letter Amendment is to confirm the agreement between BII and BMI to more specifically define the rights granted in relation to new dosage forms and indications.

Intarcia Therapeutics, Inc – INTARCIA THERAPEUTICS, INC. 2005 EQUITY INCENTIVE PLAN ADOPTED: MARCH 23, 2005 APPROVED BY STOCKHOLDERS: , 2005 TERMINATION DATE: MARCH 22, 2015 (May 16th, 2005)
Intarcia Therapeutics, Inc – INTARCIA THERAPEUTICS, INC. 2005 EMPLOYEE STOCK PURCHASE PLAN ADOPTED: MARCH 23, 2005 APPROVED BY STOCKHOLDERS: , 2005 (May 16th, 2005)
Intarcia Therapeutics, Inc – LICENSE AGREEMENT (April 20th, 2005)

This LICENSE AGREEMENT executed this 7 day of November, 2002 is made by and between BioMedicines Inc., a Delaware corporation with principal offices located at 2000 Powell Street, Suite 1640, Emeryville, California 94608 (“BioMedicines”) and Chiron Corporation, a Delaware corporation with principal offices located at 4560 Horton Street, Emeryville, California 94608 (“Chiron”).

Intarcia Therapeutics, Inc – TERM LOAN AND SECURITY AGREEMENT (April 20th, 2005)

The terms and information set forth on this cover page are a part of the attached Term Loan and Security Agreement, dated as of the date first written above (this “Agreement”), entered into by and among, SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California (“SVB”), as Agent, and the Lenders, including without limitation, SVB and HORIZON TECHNOLOGY FUNDING COMPANY LLC, a Delaware Limited Liability Company, with its principal place of business at 76 Batterson Park Road, Farmington, Connecticut 06032 (“Horizon”) and INTARCIA THERAPEUTICS, INC., a Delaware corporation, with its chief executive office located at 2000 Powell Street, Suite 1640, Emeryville, California 94608 (“Borrower”). The terms and conditions of this Agreement agreed to between the parties hereto are as follows:

Intarcia Therapeutics, Inc – INTARCIA THERAPEUTICS, INC. 2005 Equity Incentive Plan Adopted: , 2005 Approved By Stockholders: , 2005 Termination Date: , 2015 (April 20th, 2005)
Intarcia Therapeutics, Inc – OMEGA INTERFERON LICENSE AGREEMENT EXECUTED (April 20th, 2005)

Under an Agreement dated July 17, 1998, Boehringer Ingelheim International GmbH (“BII”) has granted BioMedicines, Inc. (“BMI”) certain rights to formulations of Omega Interferon (the “Agreement”) and BMI is commencing clinical trials with one such formulation. This letter Amendment is to confirm the agreement between BII and BMI to more specifically define the rights granted in relation to new dosage forms and indications.

Intarcia Therapeutics, Inc – INTARCIA THERAPEUTICS, INC. 2005 Employee Stock Purchase Plan Adopted: , 2005 Approved by Stockholders: , 2005 (April 20th, 2005)
Intarcia Therapeutics, Inc – Contract (April 20th, 2005)

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

Intarcia Therapeutics, Inc – INTARCIA THERAPEUTICS, INC. 2002 EQUITY INCENTIVE PLAN ADOPTED: MARCH 5, 2002 APPROVED BY STOCKHOLDERS: MAY 23, 2002 AMENDED BY THE BOARD OF DIRECTORS: JUNE 7, 2003 APPROVED BY STOCKHOLDERS: JUNE 16, 2003 AMENDED BY THE BOARD OF DIRECTORS: MAY 20, 2004 APPROVED BY STOCKHOLDERS: SEPTEMBER 23, 2004 AMENDED BY THE BOARD OF DIRECTORS: NOVEMBER 12, 2004 APPROVED BY STOCKHOLDERS: NOVEMBER 18, 2004 TERMINATION DATE: MARCH 5, 2012 (February 7th, 2005)
Intarcia Therapeutics, Inc – BYLAWS OF BIOMEDICINES, INC. (February 7th, 2005)
Intarcia Therapeutics, Inc – February 20, 2004 Dear Alice: (February 7th, 2005)

BioMedicines, Inc. (the “Company”) is pleased to offer you employment as President and Chief Executive Officer (“CEO”) of the Company on the following terms:

Intarcia Therapeutics, Inc – BIOMEDICINES, INC. (February 7th, 2005)

On behalf of the Board of Directors of BioMedicines, Inc. (the “Company”), I would like to offer you the position of Chief Medical Officer and Vice President Clinical Affairs. In these capacities you will report to me.

Intarcia Therapeutics, Inc – INTERIM DEVELOPMENT AGREEMENT (February 7th, 2005)

This INTERIM DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of this 8th day of November, 2000 between ALZA CORPORATION (“ALZA”) and BIOMEDICINES, INC. (“BioMedicines”).

Intarcia Therapeutics, Inc – INTARCIA THERAPEUTICS, INC. INDEMNITY AGREEMENT (February 7th, 2005)

THIS AGREEMENT is made and entered into this day of , 200 by and between INTARCIA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and (“Agent”).

Intarcia Therapeutics, Inc – AMENDED AND RESTATED BYLAWS OF INTARCIA THERAPEUTICS, INC. (A DELAWARE CORPORATION) (February 7th, 2005)
Intarcia Therapeutics, Inc – FIRST AMENDMENT TO LEASE (February 7th, 2005)

THIS FIRST AMENDMENT TO LEASE (this “1st Amendment”) is made this 22nd day of March, 2001 between SPIEKER PROPERTIES, L.P., a California limited partnership, (“LANDLORD”), and BIOMEDICINES, INC., a Delaware corporation (“Tenant”).

Intarcia Therapeutics, Inc – LICENSE AGREEMENT ENDORECHERCHE Inc. BIOMEDICINES, Inc. (February 7th, 2005)

This agreement (“Agreement”) is made and entered into this 4th of November 2002 by and between Endorecherche Inc, a Canadian corporation (“ERI”), with an address for purposes of the Agreement at 2989, rue de la Promenade Sainte-Foy G1W 2J5, Québec, Canada, and BioMedicines, Inc., a Delaware corporation (“BMI”), with an address for purposes of the Agreement at 2000 Powell Street, Ste 1640, Emeryville, CA, USA, 94608.

Intarcia Therapeutics, Inc – LICENSE AGREEMENT (February 7th, 2005)

This LICENSE AGREEMENT executed this 7 day of November, 2002 is made by and between BioMedicines Inc., a Delaware corporation with principal offices located at 2000 Powell Street, Suite 1640, Emeryville, California 94608 (“BioMedicines”) and Chiron Corporation, a Delaware corporation with principal offices located at 4560 Horton Street, Emeryville, California 94608 (“Chiron”).

Intarcia Therapeutics, Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTARCIA THERAPEUTICS, INC. (February 7th, 2005)
Intarcia Therapeutics, Inc – August 14, 1999 Personal And Confidential Dennis G. Blanchett, M.D. Dear Doctor Blanchett: (February 7th, 2005)

On behalf of the Board of Directors of BioMedicines, Inc., I would like to offer you the position of Executive Director of Biometrics. Initially you will report to me in this capacity. This reporting relationship is, however, subject to change as we have discussed.

Intarcia Therapeutics, Inc – BIOMEDICINES, INC. (February 7th, 2005)

This letter will serve to confirm the terms of your employment with BioMedicines, such employment to recommence on 23 March 2000 to begin on 16 June 1999 or sooner by mutual agreement. If the terms discussed below are acceptable to you, please sign this confirmation letter where indicated and return it to me, retaining a copy for your records. As used herein, the term “Company” refers to BioMedicines, Inc.

Intarcia Therapeutics, Inc – OFFICE LEASE (February 7th, 2005)

THIS OFFICE LEASE (“Lease”) is made between SPIEKER PROPERTIES, L.P., a California limited partnership (“Landlord”), and BIOMEDICINES INC., a Delaware corporation (“Tenant”), as of February 21, 2001 (the “date of this Lease”).

Intarcia Therapeutics, Inc – SECOND AMENDMENT (February 7th, 2005)

THIS SECOND AMENDMENT (the “Amendment”) is made and entered into as of the 26th day of September, 2003, by and between CA-EMERYVILLE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and BIOMEDICINES, INC., a Delaware corporation (“Tenant”).

Intarcia Therapeutics, Inc – INTARCIA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT NOVEMBER 19, 2004 (February 7th, 2005)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 19th day of November, 2004, by and among INTARCIA THERAPEUTICS, INC., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Preferred”), the Company’s Series B Preferred Stock (the “Series B Preferred”), the Company’s Series C Preferred Stock (the “Series C Preferred”) and the Company’s Series D Preferred Stock (the “Series D Preferred”) (hereinafter referred to as the “Prior Investors”) listed on Exhibit A hereto, the purchasers of the Company’s Series E Preferred Stock (the “Purchasers”) listed on Exhibit A hereto, and S. MARK MORAN (“Moran”). The Prior Investors and the Purchasers are referred to hereinafter as the “Investors” and each individually as an “Investor.”

Intarcia Therapeutics, Inc – CONTRACT RESEARCH AND DEVELOPMENT AGREEMENT ON (February 7th, 2005)

This Contract Research And Development Agreement (“Agreement”) is made effective as of 17 July, 1998 (“Effective Date”), by and among BioMedicines, Inc. (“BioMedicines), a incorporated in the state of Delaware in the United States of America, having its principal business offices at 909 Marina Village Parkway No. 583, Alameda, CA 94501, and Boehringer Ingelheim Pharma KG (“BI Pharma KG”) a German corporation having a place of business at Birkendorfer Strabe 65, 88397 Biberach an der Riss, Federal Republic of Germany.

Intarcia Therapeutics, Inc – November 30, 1997 PERSONAL AND CONFIDENTIAL Thomas R. Alessi, Ph.D. Dear Dr. Alessi: (February 7th, 2005)

This letter will serve to confirm the terms of your employment with BioMedicines, such employment to begin 1 December, 1997. If the terms discussed below are acceptable to you, please sign this confirmation letter where indicated and return it to me, retaining a copy for your records. As used herein, the term “Company” refers to BioMedicines, Inc.

Intarcia Therapeutics, Inc – BIOMEDICINES (February 7th, 2005)

On behalf of the Board of Directors of BioMedicines, Inc. (the “Company”), I would like to offer you the position of Vice President Regulatory Affairs. In this capacity you will report to me.

Intarcia Therapeutics, Inc – BIOMEDICINES, INC. 1998 STOCK OPTION PLAN Adopted September 22, 1998 Approved By Stockholders September 22, 1998 Amended by the Board of Directors April 20, 1999 Approved by the Stockholders April 20, 1999 Amended by the Board of Directors March 22, 2000 Approved by the Stockholders August 31, 2000 Termination Date: September 21, 2008 (February 7th, 2005)
Intarcia Therapeutics, Inc – ATAMESTANE LICENSE AGREEMENT (February 7th, 2005)

This agreement (“Agreement”) is made and entered into this 1st day of February 1999 by and between SCHERING AKTIENGESELLSCHAFT, a German corporation, with an address for purposes of this Agreement at Berlin-Wedding, Müllerstralbe 178, Berlin, Germany (“Schering”), and BIOMEDICINES, INC., a Delaware corporation, with an address for purposes of the Agreement at 909 Marina Village Parkway #583, Alameda, California, United States of America (U.S.) 94501 (“BioMedicines”).

Intarcia Therapeutics, Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTARCIA THERAPEUTICS, INC. (February 7th, 2005)

ONE: The original name of this corporation was PHASEGAIN CLINICAL RESEARCH, INC. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was June 28, 1995. The name of the corporation was changed to BIOMEDICINES, INC. by amendment of this Certificate of Incorporation on August 16, 1996. The name of the corporation was changed to INTARCIA THERAPEUTICS, INC. by amendment of this Certificate of Incorporation on September 23, 2004.

Intarcia Therapeutics, Inc – OMEGA INTERFERON LICENSE AGREEMENT EXECUTED (February 7th, 2005)

This agreement (“Agreement”) is made and entered into this July 17, 1998 by and between BOEHRINGER INGELHEIM INTERNATIONAL GMBH, a corporation with offices at D 55216 Ingelheim/Rhein, Germany (“BII”), and BIOMEDICINES, INC., a Delaware corporation, with an address for purposes of the Agreement at 909 Marina Village Parkway #583 Alameda, California, United States of America (U.S.A.) 94501 (“BMI”).

Biomedicines Inc – INTERIM DEVELOPMENT AGREEMENT (February 20th, 2001)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. EXHIBIT 10.18 ALZA Contract # 20001780 INTERIM DEVELOPMENT AGREEMENT This INTERIM DEVELOPMENT AGREEMENT ("Agreement") is entered into as of this 8th day of November, 2000 between ALZA CORPORATION ("ALZA") and BIOMEDICINES, INC. ("BioMedicines"). RECITALS A. ALZA and BioMedicines have entered into discussions with respect to the development of a product utilizing proprietary technology of ALZA for the controlled delivery of BioMedicines' proprietary Interferon Omega recombinant protein and have signed a Confidentiality Agreement dated May 10, 2000