TERCICA, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • September 9th, 2005 • Tercica Inc • Pharmaceutical preparations
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between TERCICA, 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”).
TERCICA, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • September 9th, 2005 • Tercica Inc • Pharmaceutical preparations
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between TERCICA, 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”).
TERCICA, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • September 9th, 2005 • Tercica Inc • Pharmaceutical preparations
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between TERCICA, 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”).
OFFICE LEASE 651 GATEWAY BOULEVARD GATEWAY CENTER, LLC, a California limited liability company as Landlord, and TERCICA MEDICA, INC., a Delaware corporation, as Tenant.Office Lease • September 12th, 2003 • Tercica 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 TERCICA MEDICA, INC., a Delaware corporation (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2005 • Tercica Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2005, is by and between TERCICA, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).
5,000,000 Shares Tercica, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2006 • Tercica Inc • Pharmaceutical preparations • New York
Tercica, Inc., a Delaware corporation (the “Company”), proposes to sell 5,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to you as underwriter (the “Underwriter”) an option to purchase up to 750,000 additional shares of the Common Stock (the “Option Stock”) on the terms set forth in Section 2 of this agreement (this “Agreement”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriter.
TERCICA, INC.Stock Option Agreement • February 17th, 2004 • Tercica Inc • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the 2002 Stock Plan (a copy of which is attached hereto as Schedule I) shall have the same defined meanings in this Stock Option Agreement.
TERCICA MEDICA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2003 • Tercica Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between Tercica Medica, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
6,000,000 Shares TERCICA, INC. COMMON STOCK UNDERWRITING AGREEMENTTercica Inc • February 7th, 2005 • Pharmaceutical preparations • New York
Tercica, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 6,000,000 shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 900,000 shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
Shares TERCICA, INC. COMMON STOCK UNDERWRITING AGREEMENTCommon Stock • February 20th, 2004 • Tercica Inc • Pharmaceutical preparations • New York
JULY 22, 2008 TERCICA, INC. IPSEN, S.A. and SURAYPHARM COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 24th, 2008 • Tercica Inc • Pharmaceutical preparations • New York
TERCICA, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT Dated as of October 13, 2006Rights Agreement • November 3rd, 2006 • Tercica Inc • Pharmaceutical preparations • Delaware
THIS RIGHTS AGREEMENT (“Agreement”) between TERCICA, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (“Rights Agent”), is entered into as of this 13th day of October, 2006.
Manufacturing Services Agreement by and between Tercica Medica, Inc. And Cambrex Bio Science Baltimore, Inc.Quality Agreement • November 14th, 2003 • Tercica Inc • Pharmaceutical preparations • New York
VOTING AGREEMENTVoting Agreement • July 3rd, 2008 • Tercica Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this Agreement), is dated as of July 18, 2006, by and between the undersigned stockholder (the Stockholder) of Tercica, Inc., a Delaware corporation (the Company), Ipsen, S.A., a French société anonyme (Ipsen) and Suraypharm, a French société par actions simplifiée, a subsidiary of Ipsen (Suraypharm).
STOCK PURCHASE AND MASTER TRANSACTION AGREEMENTStock Purchase and Master Transaction Agreement • July 24th, 2006 • Tercica Inc • Pharmaceutical preparations • New York
February 22, 2005 John A, ScarlettTercica Inc • March 24th, 2005 • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 29th, 2008 • Tercica Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of October 13, 2006, by and between Tercica, Inc., a Delaware corporation (the Company), Ipsen, S.A., a French société anonyme (Ipsen) and Suraypharm, a French société par actions simplifiée, a subsidiary of Ipsen (Suraypharm and, together with Ipsen and the Company, the Parties).
SAMPLE SUBSCRIPTION AGREEMENT TERCICA, INC. SUBSCRIPTION AGREEMENTSample Subscription Agreement • February 17th, 2004 • Tercica Inc • Pharmaceutical preparations
JUNE 4, 2008 TERCICA, INC BEAUFOUR IPSEN PHARMA, S.A.S. and TRIBECA ACQUISITION CORPORATION AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 5th, 2008 • Tercica Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of June 4, 2008, by and among Tercica, Inc (the Company), a corporation organized under the laws of the State of Delaware, with its principal offices at 2000 Sierra Point Parkway, Suite 400, Brisbane, California, 94005, United States, Beaufour Ipsen Pharma (the Purchaser), a société par actions simplifiée organized under the laws of France with its registered address at 24 rue Erlanger, 75016, Paris, France and Tribeca Acquisition Corporation (Merger Sub), a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of the Purchaser.
October 13, 2006 TERCICA, INC., IPSEN, S.A. and SURAYPHARM AFFILIATION AGREEMENTAffiliation Agreement • February 29th, 2008 • Tercica Inc • Pharmaceutical preparations • New York
THIS AFFILIATION AGREEMENT (this Agreement) is made effective as of the Effective Date, by and between: (1) TERCICA, INC., a Delaware corporation with its principal office at 2000 Sierra Point Parkway, Suite 400, Brisbane, California 94005, USA (the Company); (2) SURAYPHARM, a Société par Actions Simplifiée organized under the laws of France with its registered address at 42, rue du Docteur Blanche, 75016 Paris, France (the Investor), which is an assignee of Ipsen (as defined below) under the Purchase Agreement (as defined below) and the purchaser of the Shares (as defined therein); and, solely for purposes of Sections 2.7, 2.9, 2.10, 7 and 8 hereof, (3) IPSEN, S.A., a société anonyme organized under the laws of France with its registered address at 42, rue du Docteur Blanche, 75016 Paris, France (Ipsen).
TERCICA, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 2nd, 2007 • Tercica Inc • Pharmaceutical preparations • California
This Second Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of July 30, 2007 by and among Tercica, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock set forth on Exhibit A hereto (the “Investors”) and the Founders listed on Exhibit B hereto (the “Founders”).
Tercica, Inc.Letter Agreement • August 6th, 2008 • Tercica Inc • Pharmaceutical preparations
Re: Amendment re Initial Indication 2 in the U.S. IGF-1 Agreement1 Agreement • August 2nd, 2007 • Tercica Inc • Pharmaceutical preparations
Genentech, Inc. (“Genentech”) and Tercica, Inc. (“Tercica”) are parties to that certain License and Collaboration Agreement, effective as of April 15, 2002, as amended (“U.S. IGF-1 Agreement”) and that certain International License and Collaboration Agreement, effective as of July 25, 2003, as amended (“International IGF-1 Agreement”), pursuant to which Tercica licensed from Genentech certain rights to develop and commercialize IGF-1 in the United States and in all foreign countries, respectively, (such agreements, collectively, the “IGF-1 Agreements”). All capitalized terms not otherwise defined herein shall have the meanings defined in the U.S. IGF-1 Agreement.
Suraypharm 42, rue du Docteur Blanche 75016 Paris FranceTercica Inc • July 3rd, 2008 • Pharmaceutical preparations • New York
LEASE AGREEMENT between 2000 SIERRA POINT, LLC, a Delaware limited liability company as “Landlord” and TERCICA, INC., a Delaware corporation as “Tenant” Dated March 7, 2005Lease Agreement • March 24th, 2005 • Tercica Inc • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (“Landlord”), and the Tenant identified in the Basic Lease Information (“Tenant”). Landlord and Tenant hereby agree as follows:
AFFILIATION AGREEMENTAffiliation Agreement • March 9th, 2007 • Tercica Inc • Pharmaceutical preparations • New York
THIS AFFILIATION AGREEMENT (this Agreement) is made effective as of the Effective Date, by and between: (1) TERCICA, INC., a Delaware corporation with its principal office at 2000 Sierra Point Parkway, Suite 400, Brisbane, California 94005, USA (the Company); (2) SURAYPHARM, a Société par Actions Simplifiée organized under the laws of France with its registered address at 42, rue du Docteur Blanche, 75016 Paris, France (the Investor), which is an assignee of Ipsen (as defined below) under the Purchase Agreement (as defined below) and the purchaser of the Shares (as defined therein); and, solely for purposes of Sections 2.7, 2.9, 2.10, 7 and 8 hereof, (3) IPSEN, S.A., a société anonyme organized under the laws of France with its registered address at 42, rue du Docteur Blanche, 75016 Paris, France (Ipsen).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TERCICA MEDICA, INC. Dated as of July 9, 2003Investors’ Rights Agreement • September 12th, 2003 • Tercica Inc • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of July 9, 2003 by and among Tercica Medica, Inc., a Delaware corporation (the “Company”), the purchasers of the Company’s Series B Preferred Stock set forth on Exhibit A hereto (the “New Investors”), the holders of the Company’s Series A Preferred Stock set forth on Exhibit B hereto (the “Prior Investors”), the Series A Warrant holders listed on Exhibit C-1 hereto, the Common Stock Warrant holder listed on Exhibit C-2 hereto, and the Founders listed on Exhibit D hereto.
SECOND AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 4th, 2005 • Tercica Inc • Pharmaceutical preparations
This SECOND AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT (this “Second Amendment”) is made effective as of the 25th day of November, 2003 by and between Tercica, Inc., a Delaware corporation having an office located at 651 Gateway Boulevard, Suite 950, South San Francisco, California 94080 (formerly, Tercica Medica, Inc., “TM”) and Genentech, Inc., a Delaware corporation having an office at 1 DNA Way, South San Francisco, California 94080 (“GNE”). TM and GNE are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
February 22, 2005 Thomas H. Silberg 18776 Bernardo Trails Drive San Diego, CA 92128 Re: Key Employee Agreement Dear Tom:Tercica Inc • March 24th, 2005 • Pharmaceutical preparations
By our signatures below, we hereby agree that effective as of February 22, 2005, this Amendment to Offer Letter amends that certain Offer Letter, dated as of April 14, 2004, with respect to the following paragraph and its terms:
INCRELEX™ LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • March 9th, 2007 • Tercica Inc • Pharmaceutical preparations
THIS INCRELEX™ LICENSE AND COLLABORATION AGREEMENT (the “Agreement”), is entered into as of the Effective Date (defined below) by and between Tercica, Inc., a company incorporated under the laws of Delaware with offices at 2000 Sierra Point Parkway, Suite 400, Brisbane, CA 94005, United States of America (“Licensor”) and Beaufour Ipsen Pharma, a company incorporated under the laws of France with offices at 24 rue Erlanger, 75016 Paris, France (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
TERCICA MEDICA, INC. AMENDMENT TO KEY EMPLOYEE AGREEMENT FOR JOHN A. SCARLETT, M.D.Key Employee Agreement • September 12th, 2003 • Tercica Inc
This Amendment (the “Amendment”) is made as of May 15, 2002, to the Key Employee Agreement (“Agreement”), dated as of February 27, 2002, entered into by and between JOHN A. SCARLETT, M.D. (“Executive”) and TERCICA MEDICA, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Agreement.
TERCICA, INC. AMENDED KEY EMPLOYEE AGREEMENT FOR HOWARD MOORESeverance Agreement and Release • November 14th, 2003 • Tercica Inc • Pharmaceutical preparations • California
This AMENDED KEY EMPLOYEE AGREEMENT (“Agreement”), dated as of August 17, 2003, is entered into by and between HOWARD MOORE (“Employee”) and TERCICA, INC., a Delaware corporation (the “Company”), and, except as otherwise provided herein, supercedes in its entirety the Key Employee Agreement between Employee and the Company dated May 15, 2002 (the “Original Employment Agreement”).
THIRD AMENDMENT TO LEASELease • August 2nd, 2007 • Tercica Inc • Pharmaceutical preparations • California
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made effective and entered into as of July 6, 2007, by and between 2000 SIERRA POINT PARKWAY LLC, a Delaware limited liability company (“Landlord”), and TERCICA, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASELease • August 2nd, 2007 • Tercica Inc • Pharmaceutical preparations • California
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made effective and entered into as of January 4, 2007, by and between 2000 SIERRA POINT PARKWAY LLC, a Delaware limited liability company (“Landlord”), and TERCICA, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • August 9th, 2006 • Tercica Inc • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of May 1, 2006, by and between CLARENDON HILLS INVESTORS, LLC, a California limited liability company (“Landlord”), and TERCICA, INC., a Delaware corporation (“Tenant”).
