REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2007 • Cougar Biotechnology, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 2, 2007, by and among Cougar Biotechnology, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2007 • Cougar Biotechnology, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 14, 2007, by and among Cougar Biotechnology, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 27th, 2009 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of May 20, 2009 by and between Cougar Biotechnology, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
ContractCougar Biotechnology, Inc. • August 16th, 2006 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
AGREEMENT AND PLAN OF MERGER between JOHNSON & JOHNSON, KITE MERGER SUB, INC. and COUGAR BIOTECHNOLOGY, INC. dated as of May 21, 2009Agreement and Plan of Merger • May 26th, 2009 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of May 21, 2009, is by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Kite Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Cougar Biotechnology, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2006 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • New York
This AGREEMENT (the “Agreement”) is made this 28th day of September, 2006, by and between COUGAR BIOTECHNOLOGY, INC., a Delaware corporation with principal executive offices at 10990 Wilshire Boulevard, Suite 1200, Los Angeles, CA 90024 (the “Company”), and ALAN H. AUERBACH (the “Executive”).
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 26th, 2009 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of May 21, 2009 (this “Agreement”), is by and among [Alan H. Auerbach, Arie S. Belldegrun, or Horizon BioMedical Ventures, LLC, a Delaware limited liability company] (“Stockholder”), Johnson & Johnson, a New Jersey corporation (“Parent”), and Kite Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger, dated as of the date of this Agreement (together with any amendments or supplements thereto, the “Merger Agreement”), by and among Parent, Purchaser and Cougar Biotechnology, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2007 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 14, 2007, by and among Cougar Biotechnology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT To Purchase ______ Shares of Common Stock of COUGAR BIOTECHNOLOGY, INC.Cougar Biotechnology, Inc. • May 3rd, 2006 • Blank checks
This Warrant and the Securities issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933 (the “1933 Act”) or under any state securities or “Blue Sky” laws (“Blue Sky Laws”). No transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or the Securities issuable upon exercise of this Warrant or any interest therein may be made except (a) pursuant to an effective registration statement under the 1933 Act and any applicable Blue Sky Laws or (b) if the Corporation has been furnished with an opinion of counsel for the holder, which opinion and counsel shall be reasonably satisfactory to the Corporation, to the effect that no registration is required because of the availability of an exemption from registration under the 1933 Act and applicable Blue Sky laws.
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. LICENSE AGREEMENTLicense Agreement • January 18th, 2007 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT is made by and between BTG INTERNATIONAL LTD., a British corporation with its principal place of business at 10 Fleet Place, Limeburner Lane, London, EC4M 7SB, England (“BTG”); and COUGAR BIOTECHNOLOGY INC., a Delaware Corporation with its principal place of business in Los Angeles, California, USA (“Licensee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTRelease Agreement • May 27th, 2009 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • California
This AGREEMENT (the “Agreement”) is made this 21st day of May, 2009, by and between COUGAR BIOTECHNOLOGY, INC., a Delaware corporation with principal executive offices at 10990 Wilshire Boulevard, Suite 1200, Los Angeles, CA 90024 (the “Company”), and ALAN H. AUERBACH (the “Executive”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • December 21st, 2006 • Cougar Biotechnology, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LICENSE AGREEMENT (hereinafter referred to as "FIRST Amendment") is made and entered into this 2nd day of June, 2004 (hereinafter the "Effective Date") by and between:
Confidentiality Agreement COUGAR BIOTECHNOLOGY, INC.Confidentiality Agreement • June 5th, 2009 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • New York
In connection with our mutual consideration of a possible acquisition, business combination or other strategic collaboration (any such transaction a “Possible Transaction”) between you or an Affiliate (as defined herein) and Cougar Biotechnology, Inc. and/or its subsidiaries, Affiliates or divisions (collectively, with such subsidiaries, Affiliates and divisions, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, assets and liabilities of the Company and you are prepared to make available to the Company certain information concerning you and your Affiliates and their businesses. As a condition to such information being furnished by each party hereto (a “Party” and the “Parties”) to the other Party and its Representatives, the Parties agree that they will, and will cause their Representatives to, treat the Evaluation Material (as hereinafter defin
ASSIGNMENT, ASSUMPTION AND CONSENTAssignment, Assumption and Consent • November 13th, 2007 • Cougar Biotechnology, Inc. • Pharmaceutical preparations
THIS ASSIGNMENT, ASSUMPTION AND CONSENT (this “Assignment Agreement”) is made as of July 24, 2007, by and between L’ETAT FRANCAIS, as represented by the Consulate General of France, Los Angeles, California (“Assignor”) and COUGAR BIOTECHNOLOGY, INC., a Delaware corporation (“Assignee”), with references to the following facts:
Cougar Biotechnology, Inc. Stock Option Agreement (Incentive)Stock Option Agreement • February 13th, 2007 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • California
This Stock Option Agreement is made and entered into as of the __th day of ______, ___, between ___________ (“Optionee”) and Cougar Biotechnology, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among Cougar Biotechnology, Inc. SRKP 4, Inc. and SRKP ACQUISITION Corp. February 27, 2006Agreement and Plan of Merger • March 2nd, 2006 • SRKP 4 Inc • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of February 27, 2006, by and among Cougar Biotechnology, Inc., a Delaware corporation (“Cougar”), SRKP 4, Inc., a Delaware corporation (“SRKP”), and SRKP Acquisition Corp., a Delaware corporation (“MergerCo”).
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. LICENSE AGREEMENT between Cougar...License Agreement • May 3rd, 2006 • Cougar Biotechnology, Inc. • Blank checks
This Agreement (hereinafter referred to as this "Agreement"), effective as of this _________, 2005 (the ”Effective Date”), is entered into by and between LEO Pharma A/S, a corporation having its principal office at Industriparken 55, 2750 Ballerup, Denmark (hereinafter referred to as “LEO”), and Cougar Biotechnology Inc., a corporation duly organized and existing under the laws of the State of California with head quarters at 10940 Wilshire Blvd., Suite 600, Los Angeles, CA 90024, USA (”Cougar”).
COUGAR BIOTECHNOLOGY, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 8th, 2007 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Agreement (this “Agreement”) made effective as of December 29, 2006, is by and between Cougar Biotechnology, Inc., a Delaware corporation (the “Company”), and Arie Belldegrun (“Director”).
AGREEMENTAgreement • March 2nd, 2006 • SRKP 4 Inc • Blank checks • New York
This Agreement (the “Agreement”) is made as of the 27th day of February, 2006 by and between SRKP 4, Inc., a Delaware corporation having its offices at 10940 Wilshire Blvd., Suite 600, Los Angeles, CA 90024 (the “Issuer”), Debbie Schwartzberg, an individual with an address at 800 5th Avenue, New York, NY 10021, Richard Rappaport, an individual with an address at c/o WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, Thomas Poletti, an individual with an address at c/o Kirkpatrick & Lockhart Nicholson Graham LLP, 10100 Santa Monica Boulevard, 7th Floor, Los Angeles, CA 90067, Anthony C. Pintsopoulos, an individual with an address at c/o WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, and Glenn Krinsky, an individual with an address at 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, c/o West Park Capital, Inc. (each individually, the “Seller” and collectively, the “Sellers”).
FIRST AMENDMENT TO EMPLOYMENT LETTEREmployment Letter • May 27th, 2009 • Cougar Biotechnology, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO EMPLOYMENT LETTER (this “First Amendment”), is entered into as of May 21, 2009, by and Cougar Biotechnology, Inc. (the “Company”), and Charles R. Eyler (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Letter (as defined below).
May 21, 2009Cougar Biotechnology, Inc. • May 27th, 2009 • Pharmaceutical preparations • Delaware
This letter agreement is in reference to the amended and restated employment agreement between you and Cougar Biotechnology, Inc. (the “Company”), dated as of May 21, 2009 and as amended and restated as of the date hereof (as amended through the date hereof, the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Kite Merger Sub, Inc., a wholly owned subsidiary of Parent (“Purchaser”), and the Company propose to enter into a merger agreement, dated as of the date hereof (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement) as a result of the Merger (as defined in the Merger Agreement). As a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications t
SCIENTIFIC ADVISORY AGREEMENTScientific Advisory Agreement • May 3rd, 2006 • Cougar Biotechnology, Inc. • Blank checks • California
THIS SCIENTIFIC ADVISORY AGREEMENT (this "Agreement"), effective as of the ____ of December, 2003, is by and between ARIE BELLDEGRUN, M.D., having an address at _______________________________ (hereinafter referred to as "ADVISOR") and Cougar Biotechnology, Inc., a Delaware limited liability corporation having offices at 10940 Wilshire Blvd. Suite 600, Los Angeles, CA 90024 ("COUGAR").
INDEMNITY AGREEMENTIndemnity Agreement • April 7th, 2006 • SRKP 4 Inc • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of April __, 2006, between SRKP 4, Inc., a Delaware corporation (“SRKP”), Cougar Biotechnology, Inc., a Delaware corporation (“Cougar” and together with SRKP, the “Companies”), Anthony C. Pintsopoulos and Richard Rappaport (together with Anthony C. Pintsopoulos, the “Indemnitees”),
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • November 13th, 2007 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • California
This SECOND AMENDMENT TO OFFICE LEASE (“Second Amendment”) is made and entered into as of November 19, 1999, by and between LASALLE/ONE WESTWOOD LIMITED PARTNERSHIP, an Illinois limited partnership (“Landlord”), and L’ETAT FRANCAIS, represented by the Consulate General of France, Los Angeles, California (“Tenant”).
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. EXCLUSIVE LICENSE AGREEMENT...Research Agreement • December 21st, 2006 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Georgia
THIS LICENSE AGREEMENT is made and entered into as of this 23rd day of February, 2004 (hereinafter referred to as “Effective Date”), by and between EMORY UNIVERSITY, a non-profit Georgia corporation with offices located at Office of Technology Transfer, North Decatur Bldg., Suite 130, 1784 N. Decatur Road, Atlanta, Georgia 30322 USA (hereinafter referred to as “EMORY”), and COUGAR BIOTECHNOLOGY, INC. a for-profit California corporation with offices at 10940 Wilshire Blvd., Suite 600, Los Angeles, California 90024 USA (hereinafter referred to as “CBT”).
SCIENTIFIC ADVISORY AGREEMENT AMENDMENT NO. 1Scientific Advisory Agreement • May 3rd, 2006 • Cougar Biotechnology, Inc. • Blank checks
This Amendment No. 1 (this “Amendment”) effective this 24th day of August, 2004 hereby amends that certain Scientific Advisory Agreement (the “Agreement”) between ARIE BELLDEGRUN, M.D., having an address at 10833 Le Conte Avenue, Los Angeles, CA 90095 (hereinafter referred to as "ADVISOR") and Cougar Biotechnology, Inc., a Delaware limited liability corporation having offices at 10940 Wilshire Blvd. Suite 600, Los Angeles, CA 90024 ("COUGAR"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such term in the Agreement.
August 21, 2007 Mr. Charles R. Eyler El Dorado Hills, CA 95762 Dear Mr. Eyler:Cougar Biotechnology, Inc. • August 27th, 2007 • Pharmaceutical preparations • Dorado
This letter (the “Letter Amendment”) shall confirm our understanding as to the amendment of certain terms of that employment letter agreement dated August 5, 2004 (the “Agreement”) between Cougar Biotechnology, Inc. (“Cougar”) and you relating to your employment as Vice President of Finance of Cougar.
Cougar Biotechnology, Inc. Stock Option Agreement (Non-Statutory)Stock Option Agreement • September 12th, 2006 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Agreement is made and entered into as of the ___ day of _____________________, 20__, between _____________________ (“Optionee”) and Cougar Biotechnology, Inc., a Delaware corporation (the “Company”).
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. EXCLUSIVE LICENSE AGREEMENT...Exclusive License Agreement • May 3rd, 2006 • Cougar Biotechnology, Inc. • Blank checks • Georgia
THIS LICENSE AGREEMENT is made and entered into as of this 23rd day of February, 2004 (hereinafter referred to as “Effective Date”), by and between EMORY UNIVERSITY, a non-profit Georgia corporation with offices located at Office of Technology Transfer, North Decatur Bldg., Suite 130, 1784 N. Decatur Road, Atlanta, Georgia 30322 USA (hereinafter referred to as “EMORY”), and COUGAR BIOTECHNOLOGY, INC. a for-profit California corporation with offices at 10940 Wilshire Blvd., Suite 600, Los Angeles, California 90024 USA (hereinafter referred to as “CBT”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2007 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 2, 2007, by and among Cougar Biotechnology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. LICENSE AGREEMENT between Cougar...License Agreement • December 21st, 2006 • Cougar Biotechnology, Inc. • Pharmaceutical preparations
This Agreement (hereinafter referred to as this "Agreement"), effective as of this June 27, 2005 (the ”Effective Date”), is entered into by and between LEO Pharma A/S, a corporation having its principal office at Industriparken 55, 2750 Ballerup, Denmark (hereinafter referred to as “LEO”), and Cougar Biotechnology Inc., a corporation duly organized and existing under the laws of the State of California with head quarters at 10940 Wilshire Blvd., Suite 600, Los Angeles, CA 90024, USA (”Cougar”).
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. LICENSE AGREEMENTLicense Agreement • May 3rd, 2006 • Cougar Biotechnology, Inc. • Blank checks • Delaware
This AGREEMENT is made by and between BTG INTERNATIONAL LTD., a British corporation with its principal place of business at 10 Fleet Place, Limeburner Lane, London, EC4M 7SB, England (“BTG”); and COUGAR BIOTECHNOLOGY INC., a Delaware Corporation with its principal place of business in Los Angeles, California, USA (“Licensee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2006 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between COUGAR BIOTECHNOLOGY, INC., a Delaware corporation having its principal place of business at 10940 Wilshire Boulevard, Suite 600, Los Angeles, California (the “Company”), and the undersigned (the “Subscriber”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 3rd, 2006 • Cougar Biotechnology, Inc. • Blank checks • New York
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of May 16, 2003, by and between HORIZON BIOMEDICAL INVESTMENTS, LLC (the "Purchaser") and COUGAR BIOTECHNOLOGY, INC., a Delaware Corporation having a business address at 787 Seventh Avenue, New York, NY 10019 (the "Corporation").
