TRIUS THERAPEUTICS, INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of September 1, 2011 Subordinated Debt SecuritiesIndenture • September 1st, 2011 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of September 1, 2011, among TRIUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION as trustee (the “Trustee”):
TRIUS THERAPEUTICS, INC. and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As OfWarrant Agreement • August 31st, 2012 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between TRIUS THERAPEUTICS, 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”).
TRIUS THERAPEUTICS, INC. and , As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As OfPreferred Stock Warrant Agreement • September 1st, 2011 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (the “Agreement”), dated as of between TRIUS THERAPEUTICS, 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”).
6,300,000 Shares TRIUS THERAPEUTICS, INC. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 18th, 2013 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
TRIUS THERAPEUTICS, INC. INDEMNITY AGREEMENTIndemnity Agreement • February 10th, 2010 • Trius Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between TRIUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
TRIUS THERAPEUTICS, INC., Issuer AND [Trustee], Trustee INDENTURE Dated as of [ ], 20 Subordinated Debt SecuritiesTrius Therapeutics Inc • August 31st, 2012 • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], 20 , among TRIUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2011 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 24, 2011 by and among Trius Therapeutics, 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”).
COMMON STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 30, 2012 BY AND BETWEEN TRIUS THERAPEUTICS, INC. AND TERRAPIN OPPORTUNITY, L.P.Common Stock Purchase Agreement • August 31st, 2012 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 30th day of August 2012 (this “Agreement”), by and between Terrapin Opportunity, L.P., a limited partnership organized under the laws of the British Virgin Islands (the “Investor”), and Trius Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
AGREEMENT AND PLAN OF MERGER among: TRIUS THERAPEUTICS, INC., a Delaware corporation; CUBIST PHARMACEUTICALS, INC., a Delaware corporation; and BRGO CORPORATION, a Delaware corporation Dated as of July 30, 2013Agreement and Plan of Merger • August 1st, 2013 • Trius Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 30, 2013, by and among: Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”); BRGO Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Trius Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TRIUS THERAPEUTICS, INC. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTAnd Inventions Agreement • November 6th, 2009 • Trius Therapeutics Inc • California
In consideration of my employment or continued employment by TRIUS THERAPEUTICS, INC. (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 1st, 2013 • Trius Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—], 2013 (this “Agreement”), is entered into by and between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2011 • Trius Therapeutics Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 24, 2011, by and among Trius Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • August 1st, 2013 • Trius Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated July 30, 2013, is entered into between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), BRGO Corporation, a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Purchaser”), and [ ] (“Stockholder”), with respect to (i) the shares of common stock, par value $0.0001 per share (the “Shares”), of Trius Therapeutics, Inc., a Delaware corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Shares, and (iii) any securities issued or exchanged with respect to such Shares, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Securities”).
TRIUS THERAPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 21st, 2011 • Trius Therapeutics Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of March 19, 2008, by and among TRIUS THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”).
Number of Shares] TRIUS THERAPEUTICS, INC. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2010 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
TRIUS THERAPEUTICS, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • September 1st, 2011 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (“Agreement”), dated as of between TRIUS THERAPEUTICS, 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”).
COLLABORATION AND LICENSE AGREEMENT BETWEEN TRIUS THERAPEUTICS, INC. AND BAYER PHARMA AG July 26, 2011Collaboration and License Agreement • November 10th, 2011 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of July 26, 2011 (the “Effective Date”), by and between TRIUS THERAPEUTICS, INC., a corporation organized under the laws of the State of Delaware, USA (“Trius”), having an address of 6310 Nancy Ridge Drive, Suite 105, San Diego, CA 92121, USA, and BAYER PHARMA AG, a company organized under the laws of Germany (“Bayer”), having its principal offices at Muellerstraße 178, D-13353 Berlin, Germany.
TRIUS THERAPEUTICS, INC. and , As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As OfPreferred Stock Warrant Agreement • August 31st, 2012 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (the “Agreement”), dated as of between TRIUS THERAPEUTICS, 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”).
SIXTH AMENDMENT DATED SEPTEMBER 29, 2010Trius Therapeutics Inc • November 12th, 2010 • Pharmaceutical preparations
Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Trius Therapeutics, Inc., a Delaware corporation, (“Lessee”), hereby amend the Lease dated September 7, 2004 for Suites #101, 104, 105 & 106 at 6310 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”):
TRIUS THERAPEUTICS, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • August 31st, 2012 • Trius Therapeutics Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between TRIUS THERAPEUTICS, 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”).
STEVENSON-WYDLER (15 USC 3710) COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT Between LAWRENCE LIVERMORE NATIONAL SECURITY, LLC and TRIUS THERAPEUTICS, INC. For NOVEL AGENTS FOR GRAM-NEGATIVE BIODEFENSE PATHOGENS LLNL Case No. TC02128.0 Lawrence...Cooperative Research and Development Agreement • November 6th, 2009 • Trius Therapeutics Inc
This CRADA is between LAWRENCE LIVERMORE NATIONAL SECURITY, LLC (hereinafter referred to as “LLNS”), a limited liability company incorporated in the State of Delaware and having its statewide administration address at 2300 First Street, Suite 204, Livermore, California 94550-3153, and TRIUS THERAPEUTICS, INC. (hereinafter referred to as the “Participant”), a corporation having its principal place of business at 6310 Nancy Ridge Drive, Suite 101, San Diego, California 92121. Both LLNS and the Participant to this CRADA are hereinafter jointly referred to as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2009 • Trius Therapeutics Inc • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of February 1, 2007 (the “Effective Date”), by and between TRIUS THERAPEUTICS, INC. (the “Company”), and JEFFREY STEIN (the “Executive”). The Company and the Executive may be hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
SEVENTH AMENDMENT DATED MARCH 19, 2011Trius Therapeutics Inc • May 6th, 2011 • Pharmaceutical preparations
Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Trius Therapeutics, Inc., a Delaware corporation, (“Lessee”), hereby amend the Lease dated September 7, 2004 for Suites #101, 104, 105 & 106 at 6310 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”):
WARRANT AGREEMENT To Purchase Shares of the Series A Preferred Stock of Rx3 Pharmaceuticals, Inc. Dated as of November 1, 2004 (the “Effective Date”)Warrant Agreement • November 6th, 2009 • Trius Therapeutics Inc • California
WHEREAS, Rx3 Pharmaceuticals, Inc., a California corporation (the “Company”) has or is about to enter into Master Lease Line Commitment Agreement No. BL7 and related Supplements, Master Equipment Lease Agreement No. B7 and related Equipment Schedules (collectively, the “Lease(s)”) with Forsythe Biotechnology Group, Inc., an Illinois corporation (the “Warrantholder”); and
LICENSE AGREEMENTLicense Agreement • November 6th, 2009 • Trius Therapeutics Inc • Delaware
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of January 31, 2007 (the “Effective Date”) by and between RX3 PHARMACEUTICALS, INC., a California corporation, having an address of 6310 Nancy Ridge Drive, Suite 105, San Diego, California 92121, USA (“Rx3”), and DONG-A PHARMACEUTICAL CO., LTD., a company organized under the laws of Korea, having an address of 252, Yongdu-dong, Dongdaemun-ku, Seoul 130-708, Korea (“Dong-A”).
EIGHTH AMENDMENT DATED JUNE 15, 2011Trius Therapeutics Inc • August 15th, 2011 • Pharmaceutical preparations
Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Trius Therapeutics, Inc., a Delaware corporation, (“Lessee”), hereby amend the Lease dated September 7, 2004 for Suites #101, 102, 104, 105 & 106 at 6310 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”):
ContractEnglish Warrant Agreement • November 6th, 2009 • Trius 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 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 TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
TENTH AMENDMENT DATED AUGUST 30, 2012Trius Therapeutics Inc • November 7th, 2012 • Pharmaceutical preparations
Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Trius Therapeutics, Inc., a Delaware corporation, (“Lessee”), hereby amend the Lease dated September 7, 2004 for Suites #101 thru #106 at 6310 Nancy Ridge Drive and Suite #104 at 6330 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”) as follows effective September 1, 2012:
RESEARCH AGREEMENT HDTRA1-10-C-0004Research Agreement • June 16th, 2010 • Trius Therapeutics Inc • Pharmaceutical preparations
THIS RESEARCH AGREEMENT (“Agreement”) is made by and between TRIUS THERAPEUTICS, INC. (“Sponsor”) with offices at 6310 Nancy Ridge Drive, Suite 101, San Diego, CA 92121, and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California Corporation having its principal office at 1111 Franklin Street, 5th floor, Oakland, California 94607-5200, on behalf of Scripps Institution of Oceanography at the University of California, San Diego campus (“University”) located at 9500 Gilman Drive, La Jolla, California 92093-0210.
PAGE OF PAGES AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER DP AS (15 CFR 700) RATING 1 35 2. CONTRACT (Proc. Inst. Ident.) NO. HDTRA1-10-C-0004 3. EFFECTIVE DATE 21 Apr 2010 4. REQUISITION/PURCHASE REQUEST/PROJECT NO. CBM090014890 5. ISSUED...Trius Therapeutics Inc • June 16th, 2010 • Pharmaceutical preparations
