Ambit Biosciences Corp Sample Contracts

Ambit Biosciences Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMBIT BIOSCIENCES CORPORATION (November 17th, 2014)

SECOND: The registered office of the Corporation in the State of Delaware is at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, and its registered agent at such address is The Corporation Trust Company.

Ambit Biosciences Corp – AMENDED AND RESTATED BYLAWS OF AMBIT BIOSCIENCES CORPORATION (November 17th, 2014)
Ambit Biosciences Corp – TENDER AGREEMENT (September 29th, 2014)

THIS TENDER AGREEMENT (this “Agreement”) dated September 28, 2014, is entered into between Daiichi Sankyo Company, Limited (“ Parent “), Charge Acquisition Corp. (“ Purchaser “), and [                    ] (“ Stockholder “), with respect to (i) the shares of common stock, par value $0.001 per share (the “ Shares”), of Ambit Biosciences Corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Shares (“Convertible Securities”), and (iii) any securities issued or exchanged with respect to such Shares, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Securities”).

Ambit Biosciences Corp – CONTINGENT VALUE RIGHTS AGREEMENT (September 29th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [            ], 2014 (this “Agreement”), is entered into by and between Daiichi Sankyo Company, Limited, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo, Japan (“Parent”), and [                    ], as Rights Agent (together with Parent, the “Parties”).

Ambit Biosciences Corp – AGREEMENT AND PLAN OF MERGER among: AMBIT BIOSCIENCES CORPORATION, a Delaware corporation; DAIICHI SANKYO COMPANY, LIMITED, a Japanese corporation; and CHARGE ACQUISITION CORP., a Delaware corporation Dated as of September 28, 2014 (September 29th, 2014)

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 28, 2014, by and among: DAIICHI SANKYO COMPANY, LIMITED, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo, Japan (“Parent”); CHARGE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Ambit Biosciences Corp – AMENDMENT TO AMENDED AND RESTATED BYLAWS OF AMBIT BIOSCIENCES CORPORATION (September 4th, 2014)

The Bylaws (the “Bylaws”) of Ambit Biosciences Corporation, a Delaware corporation (the “Company”), are hereby amended as follows, effective upon the execution of this amendment by the Secretary or Assistant Secretary of the Company:

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2013 APPROVED BY THE STOCKHOLDERS: MAY 6, 2013 IPO DATE/EFFECTIVE DATE: MAY 15, 2013 AMENDMENT AND RESTATED APPROVED BY THE BOARD OF DIRECTORS: APRIL 4, 2014 APPROVED BY THE STOCKHOLDERS: MAY 15, 2014 (August 12th, 2014)
Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20 (August 12th, 2014)

DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of                      between AMBIT BIOSCIENCES CORPORATION, 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”).

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20 (August 12th, 2014)

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of                      between AMBIT BIOSCIENCES CORPORATION, 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”).

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION, Issuer AND [TRUSTEE], Trustee (August 12th, 2014)

INDENTURE, dated as of               , 20    , among Ambit Biosciences Corporation, a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20 (August 12th, 2014)

PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of                      between AMBIT BIOSCIENCES CORPORATION, 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”).

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION RESTRICTED STOCK UNIT GRANT NOTICE (2014 LONG TERM INCENTIVE PROGRAM UNDER THE 2013 EQUITY INCENTIVE PLAN) (May 19th, 2014)

Ambit Biosciences Corporation (the “Company”) hereby awards to Participant the number of restricted stock units specified and on the terms set forth below (the “Award”).  The Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2013 Equity Incentive Plan (the “Plan”), the Restricted Stock Unit Agreement, to which a copy of this Grant Notice is attached (the “Award Agreement”) and the Company’s 2014 Long Term Incentive Program (the “LTIP”), all of which are attached hereto and incorporated herein in their entirety.  Capitalized terms not explicitly defined herein but defined in the Plan, Award Agreement or LTIP shall have the meanings set forth in the Plan, Award Agreement or LTIP, as applicable.  In the event of any conflict between the terms of this Grant Notice, the Award Agreement and the Plan or the LTIP, the terms of the Plan or the LTIP, as applicable, shall control.

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION 2014 LONG TERM INCENTIVE PROGRAM EFFECTIVE DATE: APRIL 4, 2014 (May 6th, 2014)
Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION RESTATED EMPLOYMENT AGREEMENT (March 20th, 2014)

This RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of January 8, 2014 (the “Effective Date”) by and among AMBIT BIOSCIENCES CORPORATION (the “Company”) and Athena Countouriotis (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION RESTATED EMPLOYMENT AGREEMENT (March 20th, 2014)

This RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of January 8, 2014 (the “Effective Date”) by and among AMBIT BIOSCIENCES CORPORATION (the “Company”) and Michael A. Martino (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION RESTATED EMPLOYMENT AGREEMENT (March 20th, 2014)

This RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of August 1, 2013 (the “Effective Date”) by and among AMBIT BIOSCIENCES CORPORATION (the “Company”) and Alan Fuhrman (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION TERMINATION AND AMENDMENT AGREEMENT (August 13th, 2013)

THIS TERMINATION AND AMENDMENT AGREEMENT (this “Agreement”), terminating the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Co-Sale Agreement”), dated as of October 25, 2012, by and among AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached thereto (the “Investors”) and the persons listed on Exhibit B attached thereto (the “Key Holders”), and amending the Sixth Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of October 25, 2012, by and among the Company, and the persons and entities listed on Exhibit A attached thereto (also referred to herein as, the “Investors”) is entered into as of May 15, 2013 by and among the Company and the Investors.

Ambit Biosciences Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMBIT BIOSCIENCES CORPORATION (May 21st, 2013)

FOURTH: This Amended and Restated Certificate of Incorporation has been duly adopted and approved by the Board of Directors.

Ambit Biosciences Corp – AMENDED AND RESTATED BYLAWS OF AMBIT BIOSCIENCES CORPORATION (A DELAWARE CORPORATION) (May 21st, 2013)
Ambit Biosciences Corp – SECOND CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMBIT BIOSCIENCES CORPORATION (May 2nd, 2013)

AMBIT BIOSCIENCES CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows:

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN Adopted January 24, 2001 Approved By Stockholders February 21, 2001 As Amended by the Board of Directors on June 6, 2001 Amendment approved by the Stockholders As Amended by the Board of Directors on October 31, 2001 Amendment approved by the Stockholders As Amended by the Board of Directors on August 12, 2004 Amendment approved by the Stockholders As Amended by the Board of Directors on March 10, 2005 Amendment approved by the Stockholders As Amended by the Board of Directors on January 31, 2006 Amendment approved b (April 25th, 2013)
Ambit Biosciences Corp – Ambit Biosciences Corporation [ ] Shares Common Stock ($0.001 par value) Underwriting Agreement (April 25th, 2013)
Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION 2013 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2013 APPROVED BY THE STOCKHOLDERS: , 2013 (April 25th, 2013)
Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (April 25th, 2013)

This policy will be effective upon the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the common stock of the Company (the “Common Stock”), pursuant to which the Common Stock is priced in the IPO. This policy may be amended at any time in the sole discretion of the Compensation Committee of the Board.

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2013 APPROVED BY THE STOCKHOLDERS: , 2013 IPO DATE/EFFECTIVE DATE: , 2013 (April 25th, 2013)
Ambit Biosciences Corp – COLLABORATION AGREEMENT (March 28th, 2013)

This COLLABORATION AGREEMENT (the “Agreement”), effective as of November 3, 2006 (the “Effective Date”), is made by and between Ambit Biosciences Corporation a Delaware corporation, having a principal place of business at 4215 Sorrento Valley Boulevard, San Diego, CA 92121 (“Ambit”), and Cephalon, Inc., a Delaware corporation, having a principal place of business at 41 Moores Road, Frazer, PA 19355 (“Cephalon”).

Ambit Biosciences Corp – COLLABORATION AGREEMENT (March 28th, 2013)

This Collaboration Agreement (the “Agreement”) is entered into as of September 14, 2010 (the “Effective Date”) by and between AMBIT BIOSCIENCES CORPORATION, a Delaware corporation with its principal place of business located at 4215 Sorrento Valley Blvd., San Diego, California 92121 (“Ambit”), and GENOPTIX, INC., a Delaware corporation with its principal place of business located at 1811 Aston Avenue, Carlsbad, California 92008 (“Genoptix”). Ambit and Genoptix are also herein designated individually as “Party” and collectively as “Parties.”

Ambit Biosciences Corp – EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and among ASTELLAS PHARMA INC. and ASTELLAS US LLC and AMBIT BIOSCIENCES CORPORATION December 18, 2009 CONFIDENTIAL (March 28th, 2013)

This EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is made effective as of December 18, 2009, (the “Effective Date”), by and among ASTELLAS PHARMA INC., a Japanese corporation (“API”) and its indirect wholly owned subsidiary ASTELLAS US LLC, a Delaware limited liability company (“AUS”; collectively with API, “Astellas”), and AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (“Ambit”).

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION 2013 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2013 APPROVED BY THE STOCKHOLDERS: , 2013 (February 20th, 2013)
Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2013 APPROVED BY THE STOCKHOLDERS: , 2013 IPO DATE/EFFECTIVE DATE: , 2013 (February 20th, 2013)
Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN Adopted January 24, 2001 Approved By Stockholders February 21, 2001 As Amended by the Board of Directors on June 6, 2001 Amendment approved by the Stockholders As Amended by the Board of Directors on October 31, 2001 Amendment approved by the Stockholders As Amended by the Board of Directors on August 12, 2004 Amendment approved by the Stockholders As Amended by the Board of Directors on March 10, 2005 Amendment approved by the Stockholders As Amended by the Board of Directors on January 31, 2006 Amendment approved b (February 20th, 2013)
Ambit Biosciences Corp – Contract (February 20th, 2013)

THIS WARRANT HAS 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.

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (February 20th, 2013)

THIS SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 25, 2012 by and among AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

Ambit Biosciences Corp – EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and among ASTELLAS PHARMA INC. and ASTELLAS US LLC and AMBIT BIOSCIENCES CORPORATION December 18, 2009 CONFIDENTIAL (February 20th, 2013)

This EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is made effective as of December 18, 2009, (the “Effective Date”), by and among ASTELLAS PHARMA INC., a Japanese corporation (“API”) and its indirect wholly owned subsidiary ASTELLAS US LLC, a Delaware limited liability company (“AUS”; collectively with API, “Astellas”), and AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (“Ambit”).

Ambit Biosciences Corp – AMBIT BIOSCIENCES CORPORATION EMPLOYMENT AGREEMENT (February 20th, 2013)

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of November 9th, 2011 (the “Effective Date”) by and among AMBIT BIOSCIENCES CORPORATION (the “Company”) and Michael A. Martino (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.