Anadys Pharmaceuticals Inc Sample Contracts

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COMMON STOCK
Anadys Pharmaceuticals Inc • March 18th, 2004 • Pharmaceutical preparations • New York
AGREEMENT
Agreement • November 14th, 2003 • Anadys Pharmaceuticals Inc • California
SUBLEASE
Letter Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
AGREEMENT
Agreement • November 12th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
RECITALS
Indemnity Agreement • November 14th, 2003 • Anadys Pharmaceuticals Inc • Delaware
13,888,889 Shares of Common Stock par value $0.001 2,083,333 Over-Allotment Shares ANADYS PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 15th, 2010 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALS
Collaboration Agreement • November 12th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
AGREEMENT
Sublicense Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
JOINT FILING AGREEMENT
Joint Filing Agreement • January 5th, 2005 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations

The undersigned hereby agree that the foregoing Statement on Schedule 13G, dated January 4, 2005, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k). Dated: January 4, 2005

AGREEMENT
Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
8,358,000 Shares And Warrants to Purchase 2,925,300 Shares ANADYS PHARMACEUTICALS, INC. Common Stock PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • June 4th, 2009 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
ANADYS PHARMCEUTICALS, INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of March 24, 2006 Senior Debt Securities
Anadys Pharmaceuticals Inc • March 27th, 2006 • Pharmaceutical preparations • New York

Indenture, dated as of March 24, 2006, among Anadys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”):

ANADYS PHARMACEUTICALS, INC. Warrant To Purchase Common Stock
Anadys Pharmaceuticals Inc • June 4th, 2009 • Pharmaceutical preparations • New York

Anadys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after 180 days from the date hereof (the “Exercisability Date”), but not after 5:30 p.m., New York Time, on the Expiration Date (as defined below), ( ) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of a series of warrants to

AGREEMENT
Severance Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
RECITALS
Research Collaboration Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
5,813,954 Stock ANADYS PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENT
Agent Agreement • May 26th, 2010 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance and Change in Control Agreement • October 25th, 2011 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California

This AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and entered into effective as of August 25, 2011, (the “Effective Date”), by and between ANADYS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. From and following the Effective Date, this Agreement shall replace and supersede that certain Amended and Restated Severance and Change in Control Agreement between Executive and the Company entered into as of (the “Prior Agreement”).

AGREEMENT
Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations
EXHIBIT 10.34 JOINT DEVELOPMENT AND LICENSE AGREEMENT BY AND BETWEEN LG LIFE SCIENCES, LTD.
Joint Development and License Agreement • August 16th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations
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EXHIBIT 10.23 EQUIPMENT LOAN AND SECURITY AGREEMENT
Equipment Loan and Security Agreement • November 14th, 2003 • Anadys Pharmaceuticals Inc • California
ANADYS PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As Of
Common Stock Warrant Agreement • March 27th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York

Common Stock Warrant Agreement, dated as of between Anadys Pharmaceuticals, 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").

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • October 19th, 2011 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 16, 2011, by and among Hoffmann-La Roche Inc., a New Jersey corporation (“Parent”), Bryce Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and [ ] (the “Stockholder”).

ANADYS PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As Of
Preferred Stock Warrant Agreement • March 27th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York

Preferred Stock Warrant Agreement, dated as of between Anadys Pharmaceuticals, 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”).

Inducement Stock Option Agreement (Nonstatutory Stock Option)
Inducement Stock Option Agreement • September 25th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Anadys Pharmaceuticals, Inc. (the “Company”) has granted you an option to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. This option is granted as an “inducement grant” under NASDAQ Marketplace Rule 4350(i)(1)(A)(iv) and is therefore being granted outside the Company’s 2004 Equity Incentive Plan (the “Plan”). However, this option is subject to all of the terms and conditions in the Plan and this Stock Option Agreement, as though the option was issued pursuant to the Plan. Defined terms not otherwise defined in this Stock Option Agreement but defined in the Plan shall have the same meanings as in the Plan.

AGREEMENT AND PLAN OF MERGER among: ANADYS PHARMACEUTICALS, INC., a Delaware corporation; HOFFMANN-LA ROCHE INC., a New Jersey corporation; BRYCE ACQUISITION CORPORATION, a Delaware corporation; and solely for the purposes of Section 9.13, ROCHE...
Agreement and Plan of Merger • October 19th, 2011 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 16, 2011, by and among: Hoffmann-La Roche Inc., a New Jersey corporation (“Parent”); Bryce Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); solely for purposes of Section 9.13, Roche Holdings, Inc., a Delaware corporation and the parent of Parent (the “Guarantor”); and ANADYS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

ANADYS PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 5th, 2005 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York

Credit Suisse First Boston LLC SG Cowen & Co., LLC Piper Jaffray & Co. Needham & Company, LLC As Representatives of the several Underwriters

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 10th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California

This Change in Control Agreement (the “Agreement”) is made and entered into effective as of April 17, 2006 (the “Effective Date”), by and between Anadys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jennifer K. Crittenden (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.

Subscription Agreement
Subscription Agreement • June 4th, 2009 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York

The undersigned (the “Investor”) hereby confirms and agrees with Anadys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), as follows:

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