EXHIBIT 1 JOINT FILING AGREEMENT By this Agreement, the undersigned agree that this Statement on Schedule 13G being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the securities of NeurogesX,...Joint Filing Agreement • February 16th, 2010 • NeurogesX Inc • Pharmaceutical preparations
4,000,000 Shares NEUROGESX, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2007 • NeurogesX Inc • Pharmaceutical preparations • New York
NeurogesX, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 4,000,000 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 600,000 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.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2012 • NeurogesX Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2012, by and among NeurogesX, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractNeurogesX Inc • February 7th, 2007 • Delaware
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2011 • NeurogesX Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2011 by and among NeurogesX, 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”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 22nd, 2010 • NeurogesX Inc • Pharmaceutical preparations
NEUROGESX, INC. AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2012 • NeurogesX Inc • Pharmaceutical preparations • Delaware
This Amended & Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Anthony DiTonno (the “Executive”) and NeurogesX, Inc., a Delaware Corporation (the “Company”), effective as of November 9, 2011 (the “Effective Date”).
NEUROGESX, INC.Stock Option Agreement • November 14th, 2011 • NeurogesX Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2000 Stock Incentive Plan shall have the same defined meanings in this Stock Option Agreement.
ContractWarrant Agreement • August 9th, 2011 • NeurogesX Inc • Pharmaceutical preparations • California
THIS WARRANT, AND ANY SECURITIES ISSUED PURSUANT TO THIS WARRANT, HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OR RULE 144A, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT (WHICH OPINION MAY BE OF IN-HOUSE COUNSEL OF WARRANTHOLDER) THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
NEUROGESX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2012 • NeurogesX Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , by and between NeurogesX, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
NEUROGESX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2007 • NeurogesX Inc • California
This Indemnification Agreement (“Agreement”) is made as of , 2004 by and between NeurogesX, Inc., a California corporation (the “Company”), and (“Indemnitee”).
NEUROGESX, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2012 • NeurogesX Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Stephen Ghiglieri (the “Executive”) and NeurogesX, Inc., a Delaware corporation (the “Company”), effective as of August 23, 2012 (the “Effective Date”).
ContractNeurogesX Inc • February 7th, 2007 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
NEUROGESX, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2012 • NeurogesX Inc • Pharmaceutical preparations
This Executive Employment Agreement (this “Agreement”), dated as of January 1, 2012, is entered into by and between NEUROGESX, INC., a Delaware corporation (as supplemented by Section 13 hereof, the “Company”), and RONALD A. MARTELL (the “Executive”).
SUBLEASE BETWEEN ORACLE USA, INC. AND NEUROGESX, INC. 2215 Bridgepointe Parkway, San Mateo, California (“Bridgepointe Building 1”) Suite 200 Second (2nd) FloorCommencement Agreement • November 14th, 2007 • NeurogesX Inc • Pharmaceutical preparations • California
AMENDMENT NUMBER THREE TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND NEUROGESX, INC.Exclusive License Agreement • February 7th, 2007 • NeurogesX Inc
This Amendment (“Amendment Number Three”) is made effective July 29, 2004 between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607 (the “Regents”), and acting through its Office of Technology Management, University of California San Francisco, 185 Berry Street, Suite 4603, San Francisco, California 94107 (“UCSF”) and NEUROGESX, INC., a California corporation having a principal place of business at 981F Industrial Boulevard, San Carlos, California 94070 (the “Licensee”) (together, the “Parties”).
NEUROGESX, INC. CONSULTING AGREEMENTConsulting Agreement • November 14th, 2011 • NeurogesX Inc • Pharmaceutical preparations • California
This Consulting Agreement (this “Agreement”) is entered into as of September 27, 2011 by and between NeurogesX, Inc., a Delaware corporation (the “Company”), and Jeffrey Tobias, M.D., as of October 16, 2011, a former employee and executive of the Company (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform certain limited consulting services for the Company, and Consultant is willing to perform such limited services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • August 10th, 2010 • NeurogesX Inc • Pharmaceutical preparations
This AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is dated as of August 5, 2010 (this “Amendment”) and is entered into by and among NeurogesX, Inc., a Delaware corporation (the “Company”), the parties defined as “Investors” in the IRA (as defined below) (each a “Prior Investor,” and collectively, the “Prior Investors”). The Third Amended and Restated Investors’ Rights Agreement dated as of November 14, 2005, as amended, shall be hereinafter referred to as the “IRA.”
NEUROGESX, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 7th, 2007 • NeurogesX Inc • California
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), made and entered into as of the 14th day of November, 2005, by and among NeurogesX, Inc., a California corporation (the “Company”), the persons identified on Exhibit A attached hereto (each, an “Investor” and collectively, the “Investors”), and the persons identified on Exhibit B attached hereto (each, a “Founder” and collectively, the “Founders”); provided however, and notwithstanding anything to the contrary in this Agreement, that Silicon Valley Bank and Silicon Valley Bancshares, their affiliates or assigns (collectively, “SVB”) shall only be a party to this Agreement for purposes of Sections 1 and 4 hereto, and shall not have or be deemed to have (or have the right to transfer or be deemed to have the right to transfer) any of the rights of the Investors under Sections 2 and 3 hereto.
MASTER SERVICE AGREEMENTMaster Service Agreement • November 14th, 2012 • NeurogesX Inc • Pharmaceutical preparations • California
This Master Service Agreement (“Agreement”) is made effective as of June 12, 2012 (the “Effective Date”), by and between NeurogesX, Inc. located at 2215 Bridgepointe Parkway, Suite 200, San Mateo, CA 94404 (“Client”), and CoreRx, Inc. located at 6101 Johns Road, Suite 8, Tampa, Florida 33634, (“CoreRx”), as follows:
AMENDMENT NUMBER TWO TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND NEUROGESX, INC.Exclusive License Agreement • February 7th, 2007 • NeurogesX Inc
This Amendment Number Two is made effective December 2, 2003 (the “Amendment Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, (“The Regents”), and acting through its Office of Technology Management, University of California San Francisco, 185 Berry Street, Suite 4603, San Francisco, CA 94107 (“UCSF”) and NEUROGESX, INC., a California corporation having a principal place of business at 981F Industrial Boulevard, San Carlos, California, (the “Licensee”) (together “the Parties”). The Parties hereby amend that certain Exclusive License Agreement, dated as of November 1, 2000 (the “Agreement”) and Amendment Number One dated as of November 1, 2001 (“Amendment One”).
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and NEUROGESX, INC. for HIGH DOSE CAPSAICIN FOR NEUROPATHIC PAIN UCSF Case No. SF00-056Exclusive License Agreement • February 7th, 2007 • NeurogesX Inc • California
This license agreement (the “Agreement”) is made effective November 1, 2000 (the “Effective Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, (“The Regents”), and acting through its Office of Technology Management, University of California San Francisco, 1294 Ninth Avenue - Suite 1, Box 1209, San Francisco, CA 94143-1209 (“UCSF”), and NEUROGESX, INC., a California corporation having a principal place of business at 969C Industrial Boulevard, San Carlos, California, (the “Licensee”).
NeurogesX, Inc. The Ruth Group Stephen Ghiglieri Sara Pellegrino (investors) Executive Vice President, COO (646) 536-7002 and CFO spellegrino@theruthgroup.comNeurogesX Inc • May 6th, 2010 • Pharmaceutical preparations
San Mateo, Calif., (April 30, 2010) – NeurogesX, Inc. (NASDAQ: NGSX), a biopharmaceutical company focused on developing and commercializing novel pain management therapies, announced today that it has entered into a $40 million royalty financing agreement with Cowen Healthcare Royalty Partners, L.P. (“Cowen Royalty”). The agreement creates a debt obligation that will be repaid through and secured by royalties and future milestone payments payable to NeurogesX under its Distribution, Marketing and License Agreement (the Astellas Agreement) with Astellas Pharma Europe Ltd. (Astellas) for NeurogesX’ Qutenza® (capsaicin) 8% patch, a dermal delivery system containing prescription strength capsaicin.
ContractJoinder Agreement • February 7th, 2007 • NeurogesX Inc • Delaware
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.
THREE SISTERS RANCH ENTERPRISES LLC SECOND AMENDMENTNeurogesX Inc • February 7th, 2007
THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into effective as of March 3, 2005 (“Effective Date”), by and between THREE SISTERS RANCH ENTERPRISES, LLC, a California limited liability company (“Landlord”), and NEUROGESX, INC., a California corporation (“Tenant”):
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2011 • NeurogesX Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 5, 2011 and is entered into by and between NEUROGESX, INC., a Delaware corporation (hereinafter referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 11th, 2010 • NeurogesX Inc • Pharmaceutical preparations
THIS AMENDMENT, dated May 20, 2010 (this “Amendment”), to the Financing Agreement made the 29th day of April, 2010 (the “Financing Agreement”) between NeurogesX, Inc., a Delaware corporation (“NeurogesX”) and Cowen Healthcare Royalty Partners, L.P., a limited partnership organized under the laws of the state of Delaware (“CHRP”, and together with NeurogesX, collectively, the “Parties”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • February 7th, 2007 • NeurogesX Inc • California
This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), effective as of December 22, 2005 (the “Effective Date”), is made by and between NeurogesX Inc., a Delaware corporation having a principal place of business at San Carlos Business Park, 981F Industrial Road, San Carlos, California 94070 U.S.A. (“NeurogesX”), and Contract Pharmaceuticals Limited Canada, an Ontario corporation having a principal place of business at 7600 Danbro Crescent, Mississauga, Ontario Canada, L5N 6L6 (“CPL”). NeurogesX and CPL may be referred to herein each, individually, as a “Party” or, collectively, as the “Parties”.
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • March 27th, 2012 • NeurogesX Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is entered into as of March 26, 2012, by and between HERCULES TECHNOLOGY GROWTH CAPITAL, INC. (the “Warrantholder”) and NEUROGESX, INC. (the “Company”).
NEUROGESX INC. - and - ASTELLAS PHARMA EUROPE LIMITED DISTRIBUTION, MARKETING AND LICENSE AGREEMENT ConfidentialCommercial Supply and License Agreement • July 1st, 2009 • NeurogesX Inc • Pharmaceutical preparations
This DISTRIBUTION, MARKETING AND LICENSE Agreement (hereinafter “Agreement”), made as of the 19th day of June, 2009 (“Effective Date”), between NeurogesX Inc., a Delaware corporation having a place of business at 2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404, United States of America (“NGX”) and Astellas Pharma Europe Ltd, a corporation established under the laws of England and Wales having a place of business at Lovett House, Lovett Road, Staines, Middlesex, TW18 3AZ, United Kingdom (“Astellas”). Each of NGX and Astellas shall be a “Party,” and together the “Parties.”
SEVERANCE AGREEMENT AND RELEASE RECITALSSeverance Agreement and Release • February 7th, 2007 • NeurogesX Inc • California
This Severance Agreement and Release (“Agreement”) is made by and between Wendye Robbins, M.D. (“Employee”) and NeurogesX, Inc. (“Company”) (collectively referred to as the “Parties”):
AMENDMENT NUMBER ONE TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND NEUROGESX, INC.Exclusive License Agreement • February 7th, 2007 • NeurogesX Inc
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, (“The Regents”), and acting through its Office of Technology Management, University of California San Francisco, 1294 Ninth Avenue - Suite 1, Box 1209, San Francisco, CA 94143-1209 (“UCSF”) and NEUROGESX, INC., a California corporation having a principal place of business at 969C Industrial Boulevard, San Carlos, California, (the “Licensee”) hereby amend that certain Exclusive License Agreement, dated as of November 1, 2000, by and between the parties hereto (hereinafter the “Agreement”) effective as of November 1, 2001 (the “Amendment Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2012 • NeurogesX Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 31, 2012 by and among NeurogesX, 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”).
CLINICAL SUPPLY, DEVELOPMENT AND LICENSE AGREEMENTSecrecy Agreement • February 7th, 2007 • NeurogesX Inc • New Jersey
This CLINICAL SUPPLY, DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), is entered into as of 15 day of Jan., 2004 (“Effective Date”) by and between
AMENDMENT NUMBER FOUR TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND NEUROGESX, INC.Settlement Agreement • August 10th, 2012 • NeurogesX Inc • Pharmaceutical preparations
This Amendment Number four (this “Amendment Number Four”) is made as of April 3, 2012 (“Amendment Date”), between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, (the “Regents”), and NEUROGESX, INC., a California corporation with its principal place of business at 2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404 (“Licensee”) (each individually, a “Party,” and collectively, the “Parties”).
