Telik Inc Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May [__], 2017, between MabVax Therapeutics Holdings, Inc, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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Shares TELIK, INC.
Underwriting Agreement • July 3rd, 2000 • Telik Inc • New York
FORM OF COMMON STOCK PURCHASE WARRANT MABVAX THERAPEUTICS HOLDINGS, INC.
Common Stock Purchase Warrant • February 6th, 2018 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the Initial Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on the thirty six (36) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

TELIK, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • September 23rd, 2003 • Telik Inc • Pharmaceutical preparations

PREFERRED STOCK WARRANT AGREEMENT, dated as of between TELIK, INC., a Delaware corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).

TELIK, INC. Issuer AND
Telik Inc • May 31st, 2002 • Pharmaceutical preparations • New York
ARTICLE 1 DEFINITIONS
License Agreement • August 7th, 2000 • Telik Inc • Services-commercial physical & biological research • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 20th, 2018 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • California

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2018, by and between MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement, by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Equity Purchase Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 14th, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2017, between MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EXHIBIT 4.2 NINTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 3rd, 2000 • Telik Inc • California
TELIK, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • August 8th, 2011 • Telik Inc • Pharmaceutical preparations • New York

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Telik, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

TELIK, INC. AND WELLS FARGO BANK MINNESOTA, N.A. AS RIGHTS AGENT RIGHTS AGREEMENT Dated as of November 2, 2001
Rights Agreement • November 5th, 2001 • Telik Inc • Pharmaceutical preparations • Delaware

THIS RIGHTS AGREEMENT (“Agreement”), dated as of November 2, 2001, between TELIK, INC., a Delaware corporation (the “Company”), and WELLS FARGO BANK MINNESOTA, N.A. (“Rights Agent”).

TELIK, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • September 23rd, 2003 • Telik Inc • Pharmaceutical preparations

DEBT SECURITIES WARRANT AGREEMENT, dated as of between TELIK, INC., a Delaware corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).

COMMON STOCK PURCHASE WARRANT MABVAX THERAPEUTICS HOLDINGS, INC.
Mabvax Therapeutics Holdings, Inc. • August 17th, 2016 • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time beginning on or after the date hereof (the “Initial Exercise Date”) and ending on the close of business on the three year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Warrants to Purchase Common Stock (the “Registered Warrants”) issued pursuant to that certain Underwriting Agreement, dated as of August _____, 2016, by and among the Co

MABVAX THERAPEUTICS HOLDINGS, INC. 1,342,858 Shares of Common Stock 1,000,000 Shares of Series G Convertible Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Laidlaw & Company (UK) Ltd. (the “Underwriter”), an aggregate of (i) 1,342,858 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company and (ii) 1,000,000 authorized but unissued shares (the “Preferred Shares”) of preferred stock, par value $0.01 per share, designated as Series G Preferred Stock (the “Preferred Stock”), to have the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designations”), and to be convertible into an aggregate of 1,000,000 shares of Common Stock (the “Conversion Shares”). The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to a

COMMON STOCK PURCHASE WARRANT MABVAX THERAPEUTICS HOLDINGS, INC.
Common Stock Purchase • June 23rd, 2016 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time beginning on or after the date hereof (the “Initial Exercise Date”) and ending on the close of business on the five year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Warrants to Purchase Common Stock (the “Registered Warrants”) issued pursuant to that certain Underwriting Agreement, dated as of June _____, 2016, by and among the Compa

Contract
Loan and Security Agreement • January 19th, 2016 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2018 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May __, 2018, among MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Investor”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement (as defined below).

Shares MABVAX THERAPEUTICS HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 14th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this agreement (this “Agreement”), to sell to you and the other underwriters named on Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of [___________] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [__________] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively referred to herein as the “Shares.”

RECITALS
License Agreement • March 28th, 2001 • Telik Inc • Services-commercial physical & biological research
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TELIK, INC. 7,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2005 • Telik Inc • Pharmaceutical preparations • New York

Telik, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 7,000,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,050,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus, which is defined and referred to below.

Contract
Mabvax Therapeutics Holdings, Inc. • January 19th, 2016 • Pharmaceutical preparations • New York
TELIK, INC. Issuer AND
Indenture • May 31st, 2002 • Telik Inc • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENT
Subscription Agreement • May 3rd, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the securities of MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to $850,000 (the “Maximum Offering Amount”) of shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (or, at the election of any Subscriber, shares of Series H Convertible Preferred Stock (the “Preferred Shares” and, collectively with the Common Shares, the “Shares”), par value $0.01 per share, which are convertible into shares of Common Stock (the “Conversion Shares”), with such rights and designations as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock, attached hereto as Exhibit A, (the “Series H Certifi

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • August 25th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware

WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of [·], 2015 (the “Issuance Date”), between MabVax Therapeutics Holdings, Inc., a Delaware corporation, with offices at 11588 Sorrento Valley Road, Suite 20, San Diego, CA 92121 (the “Company”), and Equity Stock Transfer LLC, a Nevada limited liability company, with offices at 237 W 37th Street, New York, NY 10018, (“Warrant Agent”).

Shares of Common Stock and [_____________] Warrants to Purchase an Aggregate of [_____________] Shares of Common Stock MABVAX THERAPEUTICS HOLDINGS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 25th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this agreement (this “Agreement”), to sell to you and the other underwriters named on Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of [___________] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). For every two Firm Shares issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock at an initial exercise price of $[___] per share ([__]% of the public offering price per Firm Share in the offering), subject to adjustment as provided therein (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [________] Warrants to purchase an aggregate of [______] shares of Common Stock (the “Firm Warrants” and together with th

EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • California

This Employment Agreement (“Agreement”) is made as of July, 21 2014, between MabVax Therapeutics, Inc. (the “Company”), and Paul Maffuid, Ph.D. (the “Executive”).

Recitals
Indemnity Agreement • April 3rd, 2000 • Telik Inc • Delaware
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