Acelrx Pharmaceuticals Inc Sample Contracts

PREFUNDED COMMON STOCK PURCHASE WARRANT ACELRX PHARMACEUTICALS, INC.
Acelrx Pharmaceuticals Inc • July 21st, 2023 • Pharmaceutical preparations

THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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ACELRX PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20__ Debt Securities
Indenture • June 12th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

Indenture, dated as of [●], 20__, among AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):

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ACELRX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • June 5th, 2017 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between AcelRx Pharmaceuticals, 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”).

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AcelRx Pharmaceuticals, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • June 21st, 2016 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

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ACELRX PHARMACEUTICALS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 21st, 2023 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2023, by and between AcelRx Pharmaceuticals, 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”).

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ACELRX PHARMACEUTICALS, INC. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________
Common Stock Warrant Agreement • November 22nd, 2023 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between AcelRx Pharmaceuticals, 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”).

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ACELRX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • June 5th, 2017 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between AcelRx Pharmaceuticals, 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”).

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ACELRX PHARMACEUTICALS, INC. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________
Preferred Stock Warrant Agreement • November 22nd, 2023 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between AcelRx Pharmaceuticals, 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”).

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COMMON STOCK PURCHASE WARRANT ACELRX PHARMACEUTICALS, INC.
Common Stock Purchase • December 29th, 2022 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the six month anniversary of the Issuance Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 29, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ___________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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ACELRX PHARMACEUTICALS, INC. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________
Debt Securities Warrant Agreement • November 22nd, 2023 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between AcelRx Pharmaceuticals, 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”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 3rd, 2019 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Virginia

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of May 30, 2019 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ACELRX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”) with an office located at 351 Galveston Dr., Redwood City, CA 94063, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

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ACELRX PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 7th, 2011 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Indemnification Agreement (the “Agreement”) is made as of , by and between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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TALPHERA, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 22nd, 2024 • Talphera, Inc. • Pharmaceutical preparations

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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ACELRX PHARMACEUTICALS, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement
Acelrx Pharmaceuticals Inc • August 31st, 2012 • Pharmaceutical preparations • New York

AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:

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14,500,000 Shares ACELRX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 21st, 2021 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 14,500,000 shares (the “Firm Shares”) of its common stock, $0.001 par value per share (the “Common Stock”). The Company has also granted to the several Underwriters an option to purchase up to 2,175,000 additional shares of Common Stock on the terms set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and, if and to the extent such option is exercised, the Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”

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PREFUNDED COMMON STOCK PURCHASE WARRANT TALPHERA, INC.
Talphera, Inc. • January 22nd, 2024 • Pharmaceutical preparations

THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Talphera, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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3,800,000 Shares1 ACELRX PHARMACEUTICALS, INC. Common Stock PURCHASE AGREEMENT
Purchase Agreement • July 19th, 2013 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of authorized but unissued 3,800,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 570,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 30th, 2012 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 29, 2012, by and among ACELRX PHARMACEUTICALS, INC., a Delaware corporation with headquarters located at 575 Chesapeake Drive, Redwood City, CA 94063 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).

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Contract
Acelrx Pharmaceuticals Inc • November 12th, 2010 • 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 8 OF THIS WARRANT.

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Contract
Warrant Agreement • March 17th, 2014 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

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LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND ACELRX PHARMACEUTICALS, INC. (TENANT) SEAPORT CENTRE Redwood City, California
Workletter Agreement • March 23rd, 2012 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California
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FORM OF CONTINGENT VALUE RIGHTS AGREEMENT
Rights Agreement • May 29th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2020 (this “Agreement”), is entered into by and between AcelRx Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Computershare Inc., a Delaware corporation, as Rights Agent (the “Rights Agent”).

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amended and restated LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 3rd, 2017 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is made and dated as of March 2, 2017, and is entered into by and between ACELRX PHARMACEUTICALS, INC., a Delaware corporation (sometimes referred to herein as the “Company”), each of its Domestic Subsidiaries (hereinafter collectively referred to as the “Borrower”), HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, “Agent”), HERCULES CAPITAL FUNDING TRUST 2014-1 and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (collectively, the “Lender”) and amends and restates in its entirety that certain Amended and Restated Loan and Security Agreement between Borrower, as the borrower and Hercules Technology II, L.P., a Delaware limited partnership, and Hercules Capital, Inc. (formerly known as Hercules Technology Growth Capital, Inc.), collectively as the lender, dated December 16, 2013 (as ame

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AGREEMENT AND PLAN OF MERGER among:
Agreement and Plan of Merger • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

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AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 29th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 29, 2020 (the “Amendment Date”), by and among: ACELRX PHARMACEUTICALS, INC., a Delaware corporation (“Parent”); CONSOLIDATION MERGER SUB, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”); and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 12th, 2010 • Acelrx Pharmaceuticals Inc • California

This LOAN AND SECURITY AGREEMENT, dated as of September 16, 2008 (this “Loan Agreement”), is entered by and between ACELRX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”); and PINNACLE VENTURES, L.L.C. as agent (“Agent”) for the lenders identified on Schedule 1 hereto (such lenders, together with their respective successors and assigns are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and the Lenders. Capitalized terms used and not otherwise defined in this Loan Agreement shall have the respective meanings given to such terms in Article 10.

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TALPHERA, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 22nd, 2024 • Talphera, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2024, by and between Talphera, 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”).

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ACELRX PHARMACEUTICALS, INC. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________
Preferred Stock Warrant Agreement • June 12th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between AcelRx Pharmaceuticals, 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”).

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COMMON STOCK PURCHASE WARRANT ACELRX PHARMACEUTICALS, INC.
Common Stock Purchase • December 29th, 2022 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (as amended, the “Warrant”) certifies that, for value received, _________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the six-month anniversary after the Amendment Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 29, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 17th, 2014 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of December 16, 2013 and is entered into by and between ACELRX PHARMACEUTICALS, INC., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership, and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (collectively, “Lender”) and amends and restates in its entirety that certain Loan and Security Agreement between Borrower, as the borrower and Hercules Technology II, L.P., a Delaware limited partnership, and Hercules Technology Growth Capital, Inc., collectively as the lender, dated June 29, 2011 (the “Original Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 23rd, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 22nd day of July, 2020, by and among AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages hereto (the “Investors”).

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December 30, 2010 Re: Amended and Restated Offer Letter Dear Anil:
Acelrx Pharmaceuticals Inc • January 7th, 2011 • Pharmaceutical preparations

This letter (the “Amended Letter”) amends and restates the offer letter between you and AcelRx Pharmaceuticals, Inc. (the “Company”) dated August 29, 2007 (the “Original Letter”) in order to clarify the manner of exemption or compliance of certain items of compensation with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

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ACELRX PHARMACEUTICALS, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • January 31st, 2011 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of the 14th day of September, 2010 (the “Effective Date”) by and among ACELRX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto as EXHIBIT A (individually, a “Purchaser” and collectively, the “Purchasers”).

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MANUFACTURE AND SUPPLY AGREEMENT
Manufacture and Supply Agreement • May 13th, 2014 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations

This MANUFACTURE AND SUPPLY AGREEMENT (“Agreement”) is entered into as of December 16, 2013 (the “Effective Date”) between ACELRX PHARMACEUTICALS, INC., a company organized under the laws of the State of Delaware, United States (“AcelRx”), and having a principal place of business at 575 Chesapeake Drive, Redwood City, CA 94063, United States, and GRÜNENTHAL GMBH, a company organized under the laws of Germany (“Grünenthal”), having its registered office at Zieglerstrasse 6, 52078 Aachen, Germany. AcelRx and Grünenthal may be referred to herein from time to time individually as a “Party,” and collectively as the “Parties”.

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FORM OF VOTING AGREEMENT
Form of Voting Agreement • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of March 15, 2020, is entered into by and among AcelRx Pharmaceuticals, Inc., a Delaware Corporation (“Parent”), Consolidation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the stockholders of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (each, a “Stockholder”). Capitalized 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).

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