5,000,000 Shares ELIXIR PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2008 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ContractElixir Pharmaceuticals, Inc. • October 25th, 2007 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. NO SALE OR OTHER TRANSFER OF THIS WARRANT OR ANY SUCH SHARES OF CAPITAL STOCK MAY BE EFFECTED WITHOUT (i) A REGISTRATION STATEMENT RELATED THERETO SHALL BE EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE “BLUE SKY” LAWS, (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.
ContractWarrant Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement made and entered into this ____ day of ______, (the “Agreement”), by and between Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and ____________ (the “Indemnitee”):
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT AND IN SECTION 4 OF THE SECOND AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT DATED AS OF JUNE...Elixir Pharmaceuticals Inc • September 21st, 2007 • Delaware
Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on June 19, 2013, shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $0.01 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ELIXIR PHARMACEUTICALS, INC.Incentive Stock Option Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Elixir Pharmaceuticals, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Elixir Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE ELIXIR PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Elixir Pharmaceuticals, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Elixir Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE ELIXIR PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Elixir Pharmaceuticals, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Elixir Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
ContractWarrant Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
LICENSE AGREEMENT ON MITIGLINIDE BETWEEN KISSEI PHARMACEUTICAL CO LTD AND ELIXIR PHARMACEUTICALS, INCLicense Agreement • January 7th, 2008 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into on the Effective Date (as defined below) by and between Kissei Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its registered office at 19-48, Yoshino, Matsumoto-City, Nagano- Prefecture 399-8710, Japan (“Kissei”) and Elixir Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of Delaware, USA, and having its principal place of business at One Kendall Square, Building 1000, Fifth Floor, Cambridge, Massachusetts 02139, USA (“Elixir”). Each of Kissei and Elixir is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT AND IN SECTION 4 OF THE SECOND AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT DATED AS OF JUNE...Stock Restriction Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Compton Overseas Investment Ltd., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on June 19, 2013, 69,083 shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $0.01 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
LICENSE AGREEMENT between ELIXIR PHARMACEUTICALS, INC. and BRISTOL-MYERS SQUIBB COMPANYLicense Agreement • January 7th, 2008 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2005, by and between Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), and Elixir Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at One Kendall Square, Building 1000, Fifth Floor, Cambridge, Massachusetts 02139 (“Elixir”). BMS and Elixir are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ELIXIR PHARMACEUTICALS, INC. COMMON STOCK PURCHASE WARRANT Expiration Date: September 30, 2010Elixir Pharmaceuticals, Inc. • October 25th, 2007 • Pharmaceutical preparations • Delaware
This Warrant is issued pursuant to a certain Agency Agreement (the “Agency Agreement”), dated as of September 4, 2003, by and among the Company and the Holder, a copy of which is on file at the principal office of the Company.
Elixir Pharmaceuticals, Inc. Incentive Stock Option Agreement Granted Under 2001 Stock Incentive Plan as amendedIncentive Stock Option Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
COLLABORATION AGREEMENTCollaboration Agreement • November 1st, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This COLLABORATION AGREEMENT (“Agreement”) is made this 7th day of February, 2007 (the “Effective Date”) by and between Elixir Pharmaceuticals, Inc. (“Elixir”), a Delaware corporation with offices at 12 Emily Street, Cambridge, Massachusetts 02139, and Siena Biotech S.p.A. (“SiBi”), a company existing and organized under the laws of Italy with offices at Via Fiorentina 1, 53100 Siena, Italy. Elixir and SiBi are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement is made between Elixir Pharmaceuticals, Inc., a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and [NAME] (the “Employee”).
SECOND AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 4, 2007, is by and among (a) Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (b) the individuals and entities identified as Purchasers (the “Series A Purchasers”) in that certain Series A Convertible Preferred Stock Purchase Agreement, dated as of December 29, 2000, by and among the Company and the Purchasers thereto (the “Series A Purchase Agreement”), which Series A Purchasers are listed on Schedule I below, (c) each of the holders of Founders Stock named herein (the “Founders”), which Founders are listed on Schedule II below, (d) the individuals and entities identified as Purchasers (the “Series B Purchasers”) in that certain Series B Convertible Preferred Stock Purchase Agreement, dated as of February 4, 2003, by and among the Company and the Purchasers thereto, as amended by those Amendments Nos. 1, 2 and 3, dated as of July 9, 2003, September 24, 2003 and
RESTRICTED STOCK AWARD AGREEMENT UNDER THE ELIXIR PHARMACEUTICALS, INC.Restricted Stock Award Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Elixir Pharmaceuticals, Inc. 2007 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Elixir Pharmaceuticals, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
Binding Agreement Between Novartis and Elixir Pharmaceuticals, Inc. Regarding Rights to Ghrelin Agonists and Sirtuin Modulators September 4, 2007Elixir Pharmaceuticals, Inc. • November 1st, 2007 • Pharmaceutical preparations
IN WITNESS of the above, the parties have caused their duly authorized representatives to execute this Agreement as of the date set forth below.
LEASE DATED: AS OF JANUARY 16, 2002 MASSACHUSETTS INSTITUTE OF TECHNOLOGY, LESSOR CENTAGENETIX, INC., LESSEELease • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE is made as of the 16th day of January 2002 by and between MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a Massachusetts educational corporation with a place of business at 238 Main Street, Cambridge, Massachusetts 02142 (“Lessor”). and CENTAGENETIX, INC., a Delaware corporation with a place of business at 20 Hampdon Street, Boston, MA 02119 (“Lessee”).
ELIXIR PHARMACEUTICALS, INC. CONSULTING AGREEMENTConsulting Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (“Agreement”) effective October 20, 2006 (the “Effective Date”) is made between Elixir Pharmaceuticals, Inc. (the “Company”), with an office at 12 Emily Street, Cambridge, MA 02139 and Stack Pharmaceuticals, Inc. (the “Consultant”), with an office at 5 Sylvan Way, Parsippany, NJ 07054 for the purpose of setting forth the exclusive terms and conditions by which Company desires to acquire Consultant’s services on a temporary basis.
December 17, 2007 William K. Heiden Wellesley, MA 02482 Dear Mr. Heiden:Elixir Pharmaceuticals, Inc. • December 18th, 2007 • Pharmaceutical preparations
Reference is made to that letter from Elixir Pharmaceuticals, Inc. (“Elixir” or the “Company”) to you, dated as of September 2, 2004, in which Elixir offered you the full-time position of President and Chief Executive Officer (“Prior Letter Agreement”). As you are aware, Elixir has filed a registration statement with the Securities and Exchange Commission for an initial public offering (“IPO”). In anticipation of our becoming a public company, Elixir is pleased to offer you the opportunity to amend and restate the terms of your employment agreement with Elixir, as set forth below. If you accept this offer, this letter agreement will supersede the Prior Letter Agreement in its entirety.
SERVICES AGREEMENTServices Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
SERVICES AGREEMENT effective as of March 1, 2007 among Elixir Pharmaceuticals, Inc. (the “Company”), MPM Asset Management, LLC (“MPM”), and John McDonald (“Contractor”).
CONSULTANT AGREEMENTConsultant Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
THIS CONSULTANT AGREEMENT (“Agreement”) dated as of January 30, 2004, is made between Elixir Pharmaceuticals, Inc. (the “Company”), with an office at One Kendall Square, Building 1000, Fifth Floor, Cambridge, MA 02139, and Vaughn Kailian (the “Consultant”), with an office at Deerhaven Partners, P.O. Box 70,1100 Fitzpatrick Lane, Bodega, CA 94922, for the purpose of setting forth the exclusive terms and conditions by which Company desires to acquire Consultant’s services on a temporary basis.
AGENCY AGREEMENTAgency Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
SERVICES AGREEMENTServices Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This SERVICES AGREEMENT is effective as of October 1, 2007 (the “Effective Date”) among Elixir Pharmaceuticals, Inc. (the “Company”), MPM Asset Management, LLC (“MPM”), and Dr. Elizabeth Stoner (“Contractor”).
ELIXIR PHARMACEUTICALS, INC. CONSULTATION AND CLINICAL ADVISORY BOARD AGREEMENTConsultation and Clinical Advisory Board Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
This Consultation and Clinical Advisory Board Agreement (the “Agreement”), dated as of June 4, 2003 (the “Effective Date”), is made between Elixir Pharmaceuticals, Inc., a Delaware corporation having a place of business at One Kendall Square, Building 1000 Fifth Floor, Cambridge, MA 02139 (the “Company”), and Bennett Shapiro (“Advisor”).
WARRANT TO PURCHASE STOCKElixir Pharmaceuticals, Inc. • October 25th, 2007 • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT, in consideration of the covenants set forth in the Loan and Security Agreement between CENTAGENETIX, INC. (the “Company”) and COMERICA BANK - CALIFORNIA or its assignee (“Holder”) of even date herewith, which constitutes good and valuable consideration the receipt of which is hereby acknowledged, Holder is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of Centagenetix, Inc. (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant.
ELIXIR PHARMACEUTICALS, INC. CONSULTING AGREEMENTConsulting Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
THIS CONSULTING AGREEMENT (“Agreement”) dated October 1, 2006 (the “Effective Date”) is made between Elixir Pharmaceuticals, Inc. (the “Company”), with an office at One Kendall Square, Cambridge, MA 02139 and Bennett Shapiro, M.D. (the “Consultant”) of P.O. Box 777, 2632 North River Road, New Hope, PA 18938 for the purpose of setting forth the exclusive terms and conditions by which Company desires to acquire Consultant’s services on a temporary basis.
Elixir Pharmaceuticals, Inc. Nonstatutory Stock Option Agreement Granted Under 2001 Stock Incentive Plan, as amendedStock Option Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
FIRST AMENDMENT TO LEASELease • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS FIRST AMENDMENT TO LEASE (the “First Amendment”) is entered into as of the 30th day of August, 2005, by and between Massachusetts Institute of Technology, a Massachusetts education corporation (“Lessor”), with an address of 238 Main Street, Cambridge, Massachusetts 02142 and Elixir Pharmaceuticals, Inc., a Delaware corporation and successor-in-interest to Centagenetix, Inc. (“Lessee”), with an address of 1 Kendall Square, Building 100, Cambridge, Massachusetts 02139.
LOAN AND SECURITY AGREEMENTJoinder Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of November 21, 2006, and is entered into by and among (i) ELIXIR PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), and (ii) HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (collectively, the “Lender”).
Binding Agreement Between Novartis and Elixir Pharmaceuticals, Inc. Regarding Rights to Ghrelin Agonists and Sirtuin Modulators September 4, 2007Elixir Pharmaceuticals, Inc. • January 7th, 2008 • Pharmaceutical preparations
IN WITNESS of the above, the parties have caused their duly authorized representatives to execute this Agreement as of the date set forth below.
CONSULTING AGREEMENTConsulting Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made as of March 30, 2001 is entered into by Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Cynthia Kenyon, Ph.D., residing at 4366 25th Street, San Francisco, CA 94114 (the “Consultant”).
SECOND AMENDMENT TO LEASELease • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is entered into as of the 12th day of October, 2006, by and between Massachusetts Institute of Technology, a Massachusetts education corporation (“Lessor”), with an address of 238 Main Street, Cambridge, Massachusetts 02142 and Elixir Pharmaceuticals, Inc., a Delaware corporation and successor-in-interest to Centagenetix, Inc. (“Lessee”), with an address of 1 Kendall Square, Building 1000, Cambridge, Massachusetts 02139.
