INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June [ ], 2013 between Regado Biosciences, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
10,000,000 Shares REGADO BIOSCIENCES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2014 • Regado Biosciences Inc • Pharmaceutical preparations • New York
TOBIRA THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • June 4th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • New York
Tobira Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2014 • Regado Biosciences Inc • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated May 19, 2014 and effective as of the Commencement Date (as defined in Section 1.2), is by and between REGADO BIOSCIENCES, INC., a Delaware corporation (the “Company”) and Nicholas J. Pelliccione, Ph.D. (the “Executive”).
ContractTobira Therapeutics, Inc. • August 11th, 2015 • Pharmaceutical preparations • California
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INDEMNITY AGREEMENTIndemnity Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2014, is made by and between Tobira Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2014 • Regado Biosciences Inc • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 31, 2014, by and among Regado Biosciences, Inc., a Delaware corporation with headquarters located at 120 Mountain View Boulevard, Basking Ridge, New Jersey 07920 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Maryland
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 25, 2011 (the “Closing Date”) by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership, with an office located at 7735 Old Georgetown Road, Suite 400, Bethesda, Maryland 20814 (“MidCap”), as administrative agent (“Agent”), the Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and REGADO BIOSCIENCES, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
OFFICE LEASE BY AND BETWEEN DWF III GATEWAY, LLC, a Delaware limited liability company, as Landlord And TOBIRA THERAPEUTICS, INC., a Delaware corporation, as Tenant For Leased Premises at Suite 300, 701 Gateway Boulevard, South San Francisco, CaliforniaOffice Lease • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER among: TOBIRA THERAPEUTICS, INC., a Delaware corporation; ALLERGAN HOLDCO US, INC., a Delaware corporation; and SAPPHIRE ACQUISITION CORP., a Delaware corporation Dated as of September 19, 2016Agreement and Plan of Merger • September 20th, 2016 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 19, 2016, by and among: Allergan Holdco US, Inc., a Delaware corporation (“Parent”); Sapphire Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Tobira Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • New Jersey
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated May 16, 2013 and effective on the date of consummation of the initial public offering of the Company’s common stock (the “Effective Date”), is by and between REGADO BIOSCIENCES, INC., a Delaware corporation (the “Company”) and ALEXANDER R. GIAQUINTO, Ph.D. (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 4th day of May, 2015 by and among Regado Biosciences, Inc. (which name will be changed to Tobira Therapeutics, Inc. upon the closing of the Merger, each as defined below), a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors of even date herewith (the “Purchase Agreement”). This Agreement is made pursuant to the Purchase Agreement and shall be effective as of the Closing. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2013 • Regado Biosciences Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 23, 2013 by and between REGADO BIOSCIENCES, INC. (the “Company”) and CHRIS COURTS (the “Executive”).
Tobira Therapeutics, Inc.Tobira Therapeutics, Inc. • August 11th, 2015 • Pharmaceutical preparations • California
This letter (the “Agreement”) confirms the agreement between you and Tobira Therapeutics, Inc. (the “Company”) regarding your resignation from employment with the Company.
RESTRICTED STOCK AWARD AGREEMENT REGADO BIOSCIENCES, INC.Restricted Stock Award Agreement • May 24th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A (the “Award Date”), is entered into between Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
REGADO BIOSCIENCES, INC. INCENTIVE STOCK OPTION AGREEMENT Under the REGADO BIOSCIENCES, INC.Incentive Stock Option Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the (the “Grant Date”), by and between Regado Biosciences, Inc. (the “Company”) and (the “Participant”).
REGADO BIOSCIENCES, INC. NONQUALIFIED STOCK OPTION AGREEMENT Under the REGADO BIOSCIENCES, INC.Nonqualified Stock Option Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the (the “Grant Date”), by and between Regado Biosciences, Inc. (the “Company”) and (the “Participant”).
OFFICE LEASE Between and Regado Biosciences, Inc. Tenant Dated: April 30, 2014Office Lease • May 5th, 2014 • Regado Biosciences Inc • Pharmaceutical preparations • New Jersey
THIS OFFICE LEASE (this “Lease”) is made and entered into as of the 30th day of April, 2014, by and between 106 Allen Road LLC, a New Jersey limited liability company (hereinafter referred to as “Landlord”), and Regado Biosciences, Inc., a Delaware Corporation (hereinafter referred to as “Tenant”).
Tobira Therapeutics, Inc.Tobira Therapeutics, Inc. • August 11th, 2015 • Pharmaceutical preparations
You and Tobira Therapeutics, Inc. (the “Company”) entered into an employment offer letter dated July 23, 2011 (the “Employment Letter”) and a Notice of Stock Option Grant and Stock Option Agreement dated September 29, 2011 (the “Option Agreement”). The Company would like to amend the Employment Letter and Option Agreement as set forth herein.
NONQUALIFIED STOCK OPTION GRANT AGREEMENT REGADO BIOSCIENCES, INC.Nonqualified Stock Option Grant Agreement • May 24th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Maryland
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of September [ ], 2011, by and among REGADO BIOSCIENCES, INC., a Delaware corporation (“Borrower”). MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership in its capacity as agent (“Agent”) for the lenders under the Loan Agreement (as defined below) (“Lenders”), and the Lenders.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Maryland
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of May 3, 2012, by and among REGADO BIOSCIENCES, INC., a Delaware corporation (“Borrower”), MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership in its capacity as agent (“Agent”) for the lenders under the Loan Agreement (as defined below) (“Lenders”), and the Lenders.
REGADO BIOSCIENCES, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock Purchase Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
This SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 17th day of December, 2009, by and among Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the purchasers or noteholders listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • North Carolina
Each subject PERFORMANCE MILESTONE PAYMENT shall be due and payable within thirty (30) days of achievement of the applicable milestone by COMPANY, its AFFILIATE, and/or its SUBLICENSEE (as the case may be, depending upon which such party first achieves each subject milestone). For avoidance of doubt and notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that PERFORMANCE MILESTONE PAYMENTS (w) shall be credited only to the stated milestone and no other, (x) shall not be creditable against COMPANY RUNNING ROYALTIES or any other payments, fees, reimbursements, or the like due to DUKE under this AGREEMENT, (y) shall be non-refundable, and (z) shall not be subject to any stacking or other provision which may diminish the amounts of any PERFORMANCE MILESTONE PAYMENT.
LICENSE AGREEMENTLicense Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT (this “Agreement”), dated as of October 2003 (the “Effective Date”), is entered into between Archemix Corp., a Delaware corporation, having a place of business at 1 Hampshire Street, Cambridge, MA 02139 (“Archemix”), and Regado Biosciences, Inc., a Delaware corporation, having a place of business at (“Regado”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 20th, 2016 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 19, 2016, is entered into by and among Allergan Holdco US, Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and each of the individuals or entities set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO SERIES D PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO THE SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of the 25th day of May, 2011, by and among Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the holders of at least a majority of the Common Stock issuable or issued upon conversion of the outstanding shares of Series D Preferred (each an “Investor” and collectively, the “Investors”). This Amendment amends the Series D Preferred Stock Purchase Agreement, dated as of December 17, 2009, by and among the Company and the Investors (the “2009 Agreement”) as set forth herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the 2009 Agreement.
Amendment #11 • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations
THIS Amendment is entered into as of July, 22ND, 2011, (the “Effective Date” for this Amendment) between Agilent Technologies, Inc., a Delaware corporation with a place of business at 5555 Airport Boulevard, Suite 100, Boulder CO 80301 (hereinafter referred to as “Agilent”), and Regado Biosciences, Inc., a Delaware corporation with a place of business at 318 Blackwell Street, Suite 130, Durham, NC 27701 (“Customer”).
REGADO BIOSCIENCES, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENTSeries E Preferred Stock Purchase Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
This SERIES E PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 18th day of December, 2012, by and among Regado Biosciences, Inc., a Delaware corporation (the “Company”), the purchasers or noteholders listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), and solely for purposes of Sections 4(A)4.18, 5(A)5.6 and 9.17(a), Domain Russia Investments Limited (“DRI”), and solely for purposes of Sections 4(A)4.18 and 5(A)5.6 NovaMedica.
LICENSE AGREEMENTLicense Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • North Carolina
Each subject PERFORMANCE MILESTONE PAYMENT shall be due and payable within thirty (30) days of achievement of the applicable milestone by COMPANY, its AFFILIATE, and/or its SUBLICENSEE (as the case may be, depending upon which such party first achieves each subject milestone) For avoidance of doubt and notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that PERFORMANCE MILESTONE PAYMENTS (w) shall be credited only to the stated milestone and no other, (x) shall not be creditable against COMPANY RUNNING ROYALTIES or any other payments, fees, reimbursements, or the like due to DUKE under this AGREEMENT, (y) shall be non-refundable, and (z) shall not be subject to any stacking or other provision which may diminish the amounts of any PERFORMANCE MILESTONE PAYMENT.
Clinical Supply AgreementClinical Supply Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
This CLINICAL SUPPLY AGREEMENT (the “Agreement”) is entered into as of the 28th day of March, 2012 (“Effective Date”) by and between REGADO BIOSCIENCES INC., a Delaware corporation, with a place of business located at 318 Blackwell Street, Suite 130, Durham, NC 27701 (“Client”), and ALTHEA TECHNOLOGIES, INC., a Delaware corporation, with a place of business located at 11040 Roselle Street, San Diego, CA 92121 (“Althea”). Althea and Client each hereinafter referred to also as a “Party” and collectively as the “Parties.”
December 18, 2012Letter Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations
This letter agreement (this “Letter”) refers to the Technology Transfer Agreement dated December 18, 2012 (the “TTA”), between Regado Biosciences, Inc., a Delaware corporation (“Regado”) and Domain Russia Investments Limited, an English Limited Company (“DRI”), pursuant to which Regado has assigned certain Assigned IP and licensed certain Licensed IP to DRI in the Territory.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Maryland
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of August 1, 2011, by and among REGADO BIOSCIENCES, INC., a Delaware corporation (“Borrower”), MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership in its capacity as agent (“Agent”) for the lenders under the Loan Agreement (as defined below) (“Lenders”), and the Lenders.
Form of NoteSubordination Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”), DATED AS OF MAY 3, 2012, BY AND AMONG THE SUBORDINATED LENDER IDENTIFIED THEREIN AND MIDCAP FINANCIAL SBIC, LP, IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, “AGENT”), TO CERTAIN INDEBTEDNESS, RIGHTS AND OBLIGATIONS OF REGADO BIOSCIENCES, INC., TO AGENT AND LENDERS (AS DEFINED THEREIN) AND ALL LIENS AND SECURITY INTERESTS OF AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SUBORDINATION AGREEMENT, AND EACH HOLDER AND TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
License Agreement by and between Takeda Pharmaceutical Company Limited and Tobira Therapeutics, Inc. Dated August 1st, 2007 ConfidentialLicense Agreement • June 18th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT is made as of the 1st day of August, 2007 by and between Takeda Pharmaceutical Company Limited, with its head office at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (hereinafter called “TAKEDA”) and Tobira Therapeutics, Inc., with its principal office at 12481 High Bluff Drive, Suite 150, San Diego, CA, 92130 USA (hereinafter called “TOBIRA”),
