ContractBayhill Therapeutics, Inc. • January 9th, 2008 • California
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.
PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2008 • Bayhill Therapeutics, Inc. • Pharmaceutical preparations
This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of March 7, 2007 by and between BAYHILL THERAPEUTICS, INC., a Delaware corporation, and TRIPLEPOINT CAPITAL LLC, a Delaware company. The words “We”, “Us”, or “Our” refer to the Lender, which is TRIPLEPOINT CAPITAL LLC.
CONSULTING AGREEMENT TOLERION, INC.Consulting Agreement • February 21st, 2008 • Bayhill Therapeutics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (“Agreement”) is made as of April 16, 2002 (“Effective Date”) by and between Tolerion, Inc. (the “Company”) and Paul J. Utz, M.D. (the “Consultant”). The Consultant has been involved in scientific research in fields of particular interest to the Company. The Company wishes to retain the Consultant in a consulting capacity as a founding member of the Company’s Scientific Advisory Board, and as a consultant on scientific and medical matters for the Company, and the Consultant desires to perform such consulting services. Accordingly, the parties agree as follows:
BAYHILL THERAPEUTICS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (the “Executive”) and Bayhill Therapeutics, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
Amendment AgreementAmendment Agreement • May 12th, 2008 • Bayhill Therapeutics, Inc. • Pharmaceutical preparations
This Agreement (“Amendment Agreement”) is made and effective this 8th day of November 2002, by and between THE BOARD OF TRUSTEES OF THE LELEAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“STANFORD”), and BAYHILL THERAPEUTICS, INC., (formerly named Tolerion, Inc.) having a principal place of business at 3400 West Bayshore Road, Palo Alto, CA 94303-4227 (“BAYHILL”).
Renault & Handley INDUSTRIAL & COMMERCIAL REAL ESTATE This Lease is dated, for reference purposes only, the 23rd day of November 2004, and is by and between PARTIES Renault & Handley Employees Investment Co. and Bayhill Therapeutics, Inc. hereinafter...Bayhill Therapeutics, Inc. • March 19th, 2008 • Pharmaceutical preparations
* The Registrant is re-filing Exhibit 10.6 to the Registrant’s Form S-1 originally filed on January 9, 2008 to include all exhibits, schedules and appendices to this agreement. The Registrant has made no other changes to the previously filed agreement.
ContractInvestor Rights Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
ContractBayhill Therapeutics, Inc. • January 9th, 2008 • California
[*] = Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Amendment No. 2 to the License Agreement Effective February 1, 2002 Between Stanford University and Bayhill TherapeuticsLicense Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc.
Effective as of December 18, 2007, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (hereinafter “Stanford”) and Bayhill Therapeutics, a company having a primary place of business at 3400 W. Bayshore Road, Palo Alto, CA 49303, agree as follows:
ContractBayhill Therapeutics, Inc. • May 12th, 2008 • Pharmaceutical preparations • California
[*] = Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2008 • Bayhill Therapeutics, Inc. • Pharmaceutical preparations • California
This Employment Agreement is made and entered into by and between Tolerion, Inc. (the “Company”) and Hideki Garren (the “Employee”), as of April 16, 2002.
ContractBayhill Therapeutics, Inc. • March 19th, 2008 • Pharmaceutical preparations • California
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.
FIRST AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENTCapital Loan and Agreement • February 21st, 2008 • Bayhill Therapeutics, Inc. • Pharmaceutical preparations • California
This is a FIRST AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND AGREEMENT dated as of August 15, 2007 (the “Amendment”) by and between BAYHILL THERAPEUTICS, INC., (“Borrower”) and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, (“Lender”).
ContractWarrant Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “1933 ACT”), OR ANY APPLICABLE 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 REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS
Process Development and Manufacturing Services Agreement by and between Bayhill Therapeutics, Inc. and Lonza Biologics, Inc.Process Development and Manufacturing Services Agreement • May 12th, 2008 • Bayhill Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Process Development and Manufacturing Services Agreement (this “Agreement”) is effective as of March 28, 2008 (the “Effective Date”), by and between Bayhill Therapeutics, Inc., a Delaware corporation (“Client”), and Lonza Biologics, Inc., a Delaware corporation (“LONZA”) (each, a “Party” and together the “Parties”).
SECOND OMNIBUS AMENDMENTInvestor Rights Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
This Second Omnibus Amendment, dated as of December 19, 2007 (this “Omnibus Amendment”) amends (i) that certain Amended and Restated Investor Rights Agreement, dated October 4, 2004, by and among Bayhill Therapeutics, Inc., a Delaware corporation (the “Company”) and the Investors (as defined therein), as amended by the Omnibus Amendment, dated as of February 8, 2006, by and among the Company, the Investors and certain other parties (the “First Omnibus Amendment”) (the “IRA”), (ii) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated October 4, 2004, by and among the Company, the Investors (as defined therein) and the Major Common Holders (as defined therein), as amended by the First Omnibus Amendment (the “ROFR Agreement”) and (iii) that certain Amended and Restated Voting Agreement, dated October 4, 2004, by and among the Company, the Investors (as defined therein) and the Major Common Holders (as defined therein), as amended by the First Omnibus Amend
ContractRights Agreement • January 9th, 2008 • Bayhill Therapeutics, Inc. • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2008 • Bayhill Therapeutics, Inc. • Pharmaceutical preparations
This Employment Agreement is made and entered into by and between Tolerion, Inc. (the “Company”) and Hideki Garren (the “Employee”), as of April 16, 2002.
