Semnur Pharmaceuticals, Inc. Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 21st, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____________ between Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • April 21st, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”), is dated August 26, 2024 (the “Effective Date”), by and between SEMNUR PHARMACEUTICALS, INC., a Delaware corporation, having a principal place of business at 960 San Antonio Road, Suite 200, Palo Alto, CA 94303 (“Semnur” or the “Company”) and Wise Orient Investments Limited, having a principal place of business or address at Central Park Palaza Room 903-1, No. 10 Chaoyang Park South Road, Beijing, China (“Consultant” or “Stockholder”). Semnur and Consultant may be referred to herein individually as a “party” or, collectively, as the “parties”.
AGREEMENT AND PLAN OF MERGER by and among SCILEX HOLDING COMPANY, SIGMA MERGER SUB, INC., SEMNUR PHARMACEUTICALS, INC., FORTIS ADVISORS LLC, SOLELY AS THE EQUITYHOLDERS’ REPRESENTATIVE AND, SOLELY WITH RESPECT TO SECTION 1.8(a), SECTION 3.11 AND...Merger Agreement • April 21st, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 18, 2019, by and among Scilex Holding Company, a Delaware corporation (“Parent”), Sigma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the Equityholders (the “Equityholders’ Representative”), and, solely with respect to Section 1.8(a), Section 3.11 and Article X (collectively, the “Specified Sections”), Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”).
CONTRIBUTION AND SATISFACTION OF INDEBTEDNESS AGREEMENTContribution and Satisfaction of Indebtedness Agreement • April 21st, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This CONTRIBUTION AND SATISFACTION OF INDEBTEDNESS AGREEMENT (this “Agreement”), entered into as of August 30, 2024 (the “Agreement Date”), is made and entered into by and between SCILEX HOLDING COMPANY, a Delaware corporation (“Scilex”), and SEMNUR PHARMACEUTICALS, INC., a Delaware corporation and wholly owned subsidiary of Scilex (“Semnur”).
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Assignment Agreement • April 21st, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS ASSIGNMENT AGREEMENT (“Agreement”) dated as of August 6, 2013 (“Effective Date”), is entered into between Shah Investor LP, a Delaware limited partnership, having its principal place of business at 849 Avery Drive, Mountain View, CA 94043 (“Assignor”) and Semnur Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 849 Avery Drive, Mountain View, CA 94043 (“Assignee”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER August 7, 2019Agreement and Plan of Merger • April 21st, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) amends that certain Agreement and Plan of Merger, dated March 18, 2019 (the “Merger Agreement”), by and among Semnur Pharmaceuticals, Inc., a Delaware corporation, Scilex Holding Company, a Delaware corporation (“Parent”), Sigma Merger Sub, Inc., a Delaware corporation and a subsidiary of Parent, Fortis Advisors LLC, solely as representative of the Equityholders (the “Equityholders’ Representative”), and, solely with respect to Section 1.8(a), 3.11 and Article X of the Merger Agreement, Sorrento Therapeutics, Inc., a Delaware corporation. All defined terms used herein, but not defined, shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT TO ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 23rd, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations
This AMENDMENT TO ADVISORY SERVICES AGREEMENT (this “Amendment”) dated as of July 22, 2025 is made by and between Semnur Pharmaceuticals, Inc., a Delaware corporation (“Semnur” or the “Company”), and 450W42ND MIMA, LLC, having a principal place of business or address at 450 West 42nd Street PH 1C, New York, NY 10036 (“Consultant” or “Stockholder”). Semnur and Consultant may be referred to herein individually as a “party” or, collectively, as the “parties”.
AMENDMENT TO ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 23rd, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations
This AMENDMENT TO ADVISORY SERVICES AGREEMENT (this “Amendment”) dated as of July 22, 2025 is made by and between Semnur Pharmaceuticals, Inc., a Delaware corporation (“Semnur” or the “Company”), and Wise Orient Investments Limited, having a principal place of business or address at Central Park Plaza Room903-1, No 10 Chaoyang park south road, Beijing, China (“Consultant” or “Stockholder”). Semnur and Consultant may be referred to herein individually as a “party” or, collectively, as the “parties”.
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Master Services Agreement • April 21st, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Master Services Agreement (the “Agreement”) between Lifecore Biomedical, LLC, a Minnesota (U.S.A.) entity, with offices located at 3515 Lyman Boulevard, Chaska, Minnesota 55318 (“Lifecore”) and Semnur Pharmaceuticals, Inc. with offices located at 4970 El Camino Real, #205, Los Altos, CA 94022 (“Semnur”) is effective as of January 27, 2017 (“Agreement Date”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 23rd, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”), is dated June 12, 2025 (the “Effective Date”), by and between SEMNUR PHARMACEUTICALS, INC., a Delaware corporation, having a principal place of business at 960 San Antonio Road, Suite 200, Palo Alto, CA 94303 (“Semnur” or the “Company”) and JW Investment Management Company Limited, having a principal place of business or address in Hong Kong (“Consultant” or “Stockholder”). Semnur and Consultant may be referred to herein individually as a “party” or, collectively, as the “parties”.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 2nd, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TRANSITION SERVICES AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with Section 13.04, this “Agreement”), dated as of [•], 2024 (the “Effective Date”), is made and entered into between Scilex Holding Company, a Delaware corporation (“Service Provider”), and Semnur Pharmaceuticals, Inc. (f/k/a Denali Capital Acquisition Corp.), a Delaware corporation (“Recipient”) (each of Service Provider and Recipient, a “Party” and, together, the “Parties”).
AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENTMaster Services Agreement • April 21st, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS MASTER SERVICES AGREEMENT AMENDMENT NO. 1 (the “Amendment”) is entered into effective April 26th, 2018 by and between Semnur Pharmaceuticals, Inc., having a principal place of business at 301 N. Whisman Rd, Suite 100, Mountain View, CA 94043, Mountain View, California 94 U.S.A., and (“Semnur”), and Lifecore Biomedical, LLC, located at 3515 Lyman Blvd., Chaska, MN 55318 (“Lifecore”) (sometimes referred to herein individually as, a “Party,” and collectively as, the “Parties”).
STOCK ISSUANCE AGREEMENTStock Issuance Agreement • July 23rd, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This STOCK ISSUANCE AGREEMENT (this “Agreement”) is made as of July 22, 2025, by and between Semnur Pharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Paul Hastings LLP (the “Stockholder”).
AMENDMENT TO ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 23rd, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations
This AMENDMENT TO ADVISORY SERVICES AGREEMENT (this “Amendment”) dated as of July 22, 2025 is made by and between Semnur Pharmaceuticals, Inc., a Delaware corporation (“Semnur” or the “Company”), and JW Investment Management Company Limited, having a principal place of business or address in Hong Kong (“Consultant” or “Stockholder”). Semnur and Consultant may be referred to herein individually as a “party” or, collectively, as the “parties”.
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Master Services Agreement • April 21st, 2025 • Semnur Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDMENT (“Amendment No. 2”) to the Master Services Agreement – SP-102 is made effective as of June 6, 2023 (“Amendment Effective Date”), by and between Semnur Pharmaceuticals, Inc. (“Semnur”), a Delaware corporation with offices located at 960 San Antonio Road, Suite 100, Palo Alto, CA 94303, and Lifecore Biomedical, LLC (“Lifecore”), a Minnesota limited liability company having its principal place of business at 3515 Lyman Blvd, Chaska, MN 55318 (each of whom is a “Party,” and, together, the “Parties”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the MSA (as defined below), unless otherwise expressly provided herein.