ANESIVA, INC., Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of April 2, 2009 Senior Debt SecuritiesIndenture • April 2nd, 2009 • Anesiva, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of April 2, 2009, among ANESIVA, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”):
ANESIVA, INC. and _________________, As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As Of __________________Warrant Agreement • November 13th, 2007 • Anesiva, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT, dated as of _______ between ANESIVA, 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”).
ANESIVA, INC. and _________________, As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As Of ____________________Warrant Agreement • November 13th, 2007 • Anesiva, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT, dated as of between ANESIVA, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • December 4th, 2003 • Corgentech Inc • Delaware
THIS AGREEMENT is made and entered into this day of , 2003 by and between CORGENTECH INC., a Delaware corporation (the "Corporation"), and ("Agent").
OFFICE LEASE 601 GATEWAY BOULEVARD GATEWAY CENTER, LLC, a California limited liability company as Landlord, and CABER CORPORATION, a Delaware corporation as Tenant.Office Lease • December 4th, 2003 • Corgentech Inc • California
This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between GATEWAY CENTER, LLC, a California limited liability company ("Landlord"), and CABER CORPORATION, a Delaware corporation ("Tenant").
COMMON STOCK PURCHASE AGREEMENT Dated June 19, 2006 by and between CORGENTECH INC. and AZIMUTH OPPORTUNITY LTD.Common Stock Purchase Agreement • June 20th, 2006 • Corgentech Inc • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 19th day of June 2006 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and Corgentech Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
ANESIVA, INC. and _________________, As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As Of ________________Warrant Agreement • November 13th, 2007 • Anesiva, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT, dated as of _______ between ANESIVA, 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”).
AGREEMENT AND PLAN OF MERGER AMONG CORGENTECH, INC., ELEMENT ACQUISITION CORP., AND ALGORX PHARMACEUTICALS, INC. AND STOCKHOLDER REPRESENTATIVE SEPTEMBER 23, 2005Agreement and Plan of Merger • September 26th, 2005 • Corgentech Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 23, 2005 (the “Agreement Date”) by and among Corgentech, Inc., a Delaware corporation (“Parent”), Element Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), AlgoRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the individual identified as the Stockholder Representative on the signature page hereto (the “Stockholder Representative”).
ANESIVA, INC. Common Stock PLACEMENT AGENT AGREEMENTSubscription Agreement • November 22nd, 2006 • Anesiva, Inc. • Pharmaceutical preparations • New York
CORGENTECH INC. and _________________, As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As Of __________________Warrant Agreement • May 5th, 2006 • Corgentech Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT, dated as of _______ between CORGENTECH 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”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • December 4th, 2003 • Corgentech Inc • California
THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made by Leslie McEvoy ("Pledgor"), in favor of Corgentech Inc., a Delaware corporation with its principal place of business at 1651 Page Mill Road, Palo Alto, CA 94304 ("Pledgee").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the 20th day of January, 2009 (the “Effective Date”), by and among Anesiva, Inc., a Delaware corporation (the “Company”), and the investors set forth on Schedule 1 hereto (each an “Investor” and collectively, the “Investors”).
ContractAnesiva, Inc. • October 6th, 2008 • Pharmaceutical preparations • Virginia
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Jean-Frédéric Viret Dear Jean:Anesiva, Inc. • February 19th, 2009 • Pharmaceutical preparations
As discussed, your employment position is being eliminated as part of a continuous review of company operations and cost cutting measures, and your employment will terminate as a result. This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Anesiva Inc. (the “Company”) is offering to you to aid in your employment transition.
SUBLEASESublease Agreement • April 2nd, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California
THIS SUBLEASE AGREEMENT (“Sublease”) is made and entered into on March 27, 2009 by and between TITAN PHARMACEUTICAL, INC., a Delaware corporation (hereinafter “Sublessor”), and ANESIVA, INC., a Delaware corporation (hereinafter “Sublessee”).
ContractAnesiva, Inc. • November 16th, 2009 • Pharmaceutical preparations • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO SALE, PLEDGE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
5,000,000 Shares CORGENTECH INC. Common Stock UNDERWRITING AGREEMENTCorgentech Inc • February 6th, 2004 • Pharmaceutical preparations • New York
COOPERATIVE JOINT VENTURE CONTRACT For the establishment of WANBANG ANESIVA (JIANGSU) PHARMACEUTICAL CO., LTD. Among ANESIVA, INC. and Lau, Yat Ming and WANBANG BIOPHARMACEUTICAL CO., LTD. DATED October 11, 2007 ConfidentialCooperative Joint Venture Contract • March 14th, 2008 • Anesiva, Inc. • Pharmaceutical preparations
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 ACT OF 1933, AS AMENDED.
THIS AGREEMENT is made this 27th day of December, 2004 between:Agreement • March 22nd, 2005 • Corgentech Inc • Pharmaceutical preparations
CORGENTECH INC., a Delaware corporation having its principal place of business at 650 Gateway Boulevard, South San Francisco, CA 94080, USA ("Corgentech"); and
SUBORDINATION AGREEMENTSubordination Agreement • May 22nd, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California
This Subordination Agreement is made as of May 18, 2009 by and among each of the undersigned creditors (individually, a “Creditor” and, collectively, the “Creditors”), Arcion Therapeutics, Inc. (“Senior Lender”), Anesiva, Inc., a Delaware corporation (“Borrower”) and AlgoRx Pharmaceuticals, Inc., a Delaware corporation (the “Guarantor” and, together with the Borrower, the “Loan Parties”).
AGREEMENT AND PLAN OF MERGER AMONG ANESIVA, INC., ARCA ACQUISITION CORPORATION AND ARCION THERAPEUTICS, INC. AND WITH RESPECT TO ARTICLES V AND IX ONLY THE STOCKHOLDERS NAMED HEREIN August 4, 2009Agreement and Plan of Merger • August 5th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 4, 2009 (the “Agreement Date”) by and among Anesiva, Inc., a Delaware corporation (“Parent”), Arca Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Arcion Therapeutics, Inc., a Delaware corporation (the “Company”) and, with respect to Articles V and IX only, each of the stockholders of the Company listed on Schedule I attached hereto (the “Company Stockholders”).
ContractAnesiva, Inc. • January 23rd, 2009 • Pharmaceutical preparations
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO SALE, PLEDGE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
FIRST AMENDMENT TO SUBLEASESublease • May 15th, 2009 • Anesiva, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO SUBLEASE (this “First Amendment”) is made as of the 8th day of April, 2009 by and between TITAN PHARMACEUTICAL, INC., a Delaware corporation (hereinafter “Sublessor”), and ANESIVA, INC., a Delaware corporation (hereinafter “Sublessee”).
VIA FEDERAL EXPRESS June 17, 2005 Cyclacel Limited James Lindsay Place Dundee DD1 5JJ Scotland United Kingdom Attn: Chief Executive Officer Re: Licensing Agreement Dated September 16, 2004 between Cyclacel Limited and Corgentech Inc.Corgentech Inc • June 23rd, 2005 • Pharmaceutical preparations
Corgentech Inc. has elected to terminate the above Licensing Agreement, and hereby provides notice of termination pursuant to Section 11.3 of the above Agreement.
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California
THIS AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, dated as of August 4, 2009 (this “Amendment”), is entered into by and among the undersigned to amend the SECURITIES PURCHASE AGREEMENT, dated as of January 20, 2009 (as the same may be amended, restated or otherwise modified and in effect from time to time, the “Securities Purchase Agreement”), by and among Anesiva, Inc., a Delaware corporation (the “Company”), and the investors from time to time party thereto (each an “Investor” and collectively, the “Investors”) and each of the securities issued pursuant thereto. Unless defined herein, capitalized terms used herein shall have the meanings provided to such terms in the Securities Purchase Agreement.
TERMINATION AGREEMENTTermination Agreement • November 16th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California
THIS AGREEMENT for the termination (“Termination Agreement”) of certain agreements by and between Anesiva, Inc., a Delaware corporation, having a principal place of business at 400 Oyster Point Boulevard, Suite 502, South San Francisco, California 94080 (“Anesiva”), and Medical Futures, Inc., an Ontario corporation, having a principal place of business at 16 Sims Crescent, Richmond Hill, ON L4B 2P1, Canada (“MFI”) dated November 17, 2007 is made and entered into as of the 20th day of October, 2009 (the “Effective Date”). Anesiva and MFI may be referred to individually herein as a “Party” and collectively as the “Parties.”
March 11, 2005 Malcolm Stewart Vice President, DNA Medicines Avecia Limited Hexagon House, Blackley Manchester M9 8ZS EnglandCorgentech Inc • November 15th, 2005 • Pharmaceutical preparations
This letter will amend the Agreement dated December 27, 2004 between Corgentech Inc. (“Corgentech”) and Avecia Limited (“Avecia”) as previously amended by the letter from Jack X. Regan to Kevin Cox dated March 4, 2005 (as amended, the “Agreement”). Except as expressly set forth in this letter, all other terms of the Agreement shall remain unmodified and in full force and effect.
November 17, 2008 Michael L. Kranda Dear Michael:Anesiva, Inc. • March 25th, 2009 • Pharmaceutical preparations
Anesiva, Inc. (the “Company”) is pleased to offer you an amendment (the “Amendment”) to your employment terms, as set forth in the offer letter between you and the Company, dated June 16, 2008 (the “Offer Letter”). The employment terms set forth in this Amendment are effective as of November 17, 2008 (the “Amendment Date”). Unless this Amendment specifically states that it supersedes a term in the Offer Letter, the terms of the Offer Letter shall remain binding and in full force and effect.
EQUIPMENT LOAN AND SECURITY AGREEMENT dated as of the 30th day of August, 2007 (“Agreement”)Equipment Loan and Security Agreement • September 6th, 2007 • Anesiva, Inc. • Pharmaceutical preparations • Connecticut
THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors and assigns, if any, “Lender”) and ANESIVA, INC., a Delaware corporation (“Borrower”). Lender has an office at 83 Wooster Heights Road, Danbury, CT 06810. Borrower’s mailing address and chief executive office is 650 Gateway Boulevard, South San Francisco, CA 94080.
November 10, 2008 Anesiva, Inc.Anesiva, Inc. • March 25th, 2009 • Pharmaceutical preparations • New York
LICENSING AGREEMENTLicensing Agreement • November 10th, 2004 • Corgentech Inc • Pharmaceutical preparations • New York
[ * ]= 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
REINVESTMENT AGREEMENTReinvestment Agreement • August 5th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California
THIS REINVESTMENT AGREEMENT, dated as of August 4, 2009 (this “Agreement”), is entered into by and among Anesiva, Inc., a Delaware corporation (the “Company”), Arcion Therapeutics, Inc., a Delaware corporation (“Arcion”), and the undersigned investors (each an “Investor” and collectively, the “Investors”). Unless defined herein, capitalized terms used herein shall have the meanings provided to such terms in the below referenced Securities Purchase Agreement.
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 25th, 2008 • Anesiva, Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 1 (the “First Amendment”) to that certain Common Stock Purchase Agreement, dated as of June 19, 2006 (the “Agreement”), by and between Anesiva, Inc. f/k/a Corgentech Inc., a Delaware corporation (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), is entered into as of March 24, 2008 (the “First Amendment Date”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.
ContractLicense Agreement • May 8th, 2008 • Anesiva, Inc. • Pharmaceutical preparations
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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
11,111,111 Shares of Common Stock Anesiva, Inc. (a Delaware corporation) Common Stock Underwriting AgreementUnderwriting Agreement • December 13th, 2007 • Anesiva, Inc. • Pharmaceutical preparations • New York
Anesiva, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule I annexed hereto (the “Underwriters”) an aggregate of 11,111,111 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,234,568 additional shares (the “Optional Shares”) of its Common Stock as set forth below. The Firm Shares and the Optional Shares are herein collectively called the “Offered Securities.”
