Emisphere Technologies Inc Sample Contracts
ANDRights Agreement • June 7th, 2001 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
EMISPHERE TECHNOLOGIES, INC. 2,000,000 Shares/1/ Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 28th, 1999 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Confidentiality Requested by Emisphere Technologies, Inc. SEC File No. 1-10615 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS ARE DESIGNATED "[***]." This Agreement is made as...License Agreement • October 25th, 2000 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
ANDTermination Agreement • July 16th, 1999 • Emisphere Technologies Inc • Pharmaceutical preparations
EXHIBIT 10.11(b) INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT dated as of the 7th day of February 2002, between Emisphere Technologies, Inc., a Delaware Corporation (the "Company"), and Alan W. Dunton (the "Optionee"). W I T N E S S E T H: In...Incentive Stock Option Agreement • April 1st, 2002 • Emisphere Technologies Inc • Pharmaceutical preparations • Delaware
EXHIBIT 10.11(a) NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT dated as of the 7th day of February 2002, between Emisphere Technologies, Inc., a Delaware Corporation (the "Company"), and Alan W. Dunton (the "Optionee"). W I T N E S S E T H: In...Nonqualified Stock Option Agreement • April 1st, 2002 • Emisphere Technologies Inc • Pharmaceutical preparations • Delaware
EXHIBIT 10.8 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made and entered into effective as of December 5, 2001 by and between Emisphere Technologies, Inc., a Delaware corporation (the "Company") and Alan W. Dunton (the "Executive"). WHEREAS, the...Employment Agreement • April 1st, 2002 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Underwriting Agreement ---------------------- July 21, 1997 Goldman, Sachs & Co., 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Emisphere Technologies, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and...Underwriting Agreement • July 22nd, 1997 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
andRights Agreement • October 22nd, 1996 • Emisphere Technologies Inc • Pharmaceutical preparations • Delaware
W I T N E S S E T H: WHEREAS, Landlord's predecessor-in-interest and Tenant entered into a Lease dated as of March 31, 1997 (the "Original Lease"), for certain premises shown on -------------- Exhibit A of the Original Lease (the "Original Premises")...Lease • October 25th, 2000 • Emisphere Technologies Inc • Pharmaceutical preparations
EXHIBIT 10.25 SEVENTH AMENDMENT OF LEASE (PARTIAL TERMINATION AND SURRENDER AGREEMENT) THIS AGREEMENT (this "Agreement") is made as of the 23rd day of September 2003 between EASTVIEW HOLDINGS LLC ("Landlord"), a Delaware limited liability company,...Lease • March 29th, 2004 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Lease Year Fixed Rent (after such abatement) ---------- --------------------------------- 1 $ 665,000 2 855,000 3 1,045,000Lease Agreement • April 21st, 1997 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2010 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2010, is by and among Emisphere Technologies, Inc., a Delaware corporation with headquarters located at 240 Cedar Knolls Rd, Suite 200, Cedar Knolls, New Jersey 07927 (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
LICENSE AGREEMENTLicense Agreement • July 16th, 1999 • Emisphere Technologies Inc • Pharmaceutical preparations
BETWEENSubscription Agreement • July 16th, 1999 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN...Note Purchase Agreement • July 16th, 1999 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
CONFIDENTIAL Michael V. Novinski President and Chief Executive Officer Emisphere Technologies, Inc. 240 Cedar Knolls Rd. Cedar Knolls, NJ 07927 Dear Mr. Novinski:Placement Agent Agreement • August 20th, 2009 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Emisphere Technologies, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company
EMISPHERE TECHNOLOGIES, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE ------------------------------------------- Underwriting Agreement ---------------------- April ____, 1997 Goldman, Sachs & Co., Robertson, Stephens & Company LLC Genesis Merchant...Underwriting Agreement • April 21st, 1997 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2009 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2009, between Emisphere Technologies Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (which purchaser, together with its successors and assigns, is hereinafter referred to as a “Purchaser” and collectively the “Purchasers”).
RECITALS:Indemnification Agreement • September 29th, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 27, 2004, is by and between EMISPHERE TECHNOLOGIES, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).
RECITALS:Indemnification Agreement • September 29th, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • Delaware
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • February 14th, 2000 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
EMISPHERE TECHNOLOGIES, INC. AND MELLON INVESTOR SERVICES LLC RIGHTS AGREEMENT Dated as of April 7, 2006Rights Agreement • April 10th, 2006 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This Agreement is dated as of April 7, 2006, between Emisphere Technologies, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
EXHIBIT 10.24 OPTION CANCELLATION AGREEMENT This OPTION CANCELLATION AGREEMENT (the "Agreement"), dated March 4, 2002, is made by and between Emisphere Technologies, Inc., a Delaware corporation ("Emisphere"), and Peter Barton Hutt (the "Optionee") a...Option Cancellation Agreement • April 1st, 2002 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
EMISPHERE TECHNOLOGIES, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 12th, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Emisphere Technologies, Inc. proposes to issue and sell to certain investors an aggregate of up to 4,000,000 units (the “Units”) consisting of 4,000,000 shares (the “Offered Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and warrants to purchase 1,500,000 shares of Common Stock (the “Offered Warrants”) in accordance with the terms and conditions set forth in this Placement Agency Agreement (the “Agreement”). The Company desires to engage you as its placement agent (the “Placement Agent”) in connection with such issuance and sale. Each Offered Warrant shall be exercisable to purchase one share of Common Stock at a price of $4.00 for a period of five years following the Closing (as defined in Section 2 below). The Common Stock issuable upon exercise of the Offered Warrants is hereinafter referred to as the “Warrant Shares.” The Offered Shares and Offered Warrants will be immediately separable for trading purposes. The Offered Shares, the Offered Wa
COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and EMISPHERE TECHNOLOGIES, INC. dated as of December 27, 2004Common Stock Purchase Agreement • March 3rd, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT is entered into as of the 27th day of December, 2004 (this “Agreement”), by and between KINGSBRIDGE CAPITAL LIMITED, an entity organized and existing under the laws of the British Virgin Islands (the “Investor”) and EMISPHERE TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
3,040,000 Shares EMISPHERE TECHNOLOGIES, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 11th, 2006 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Emisphere Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), up to an aggregate of 3,040,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The Company desires to engage ThinkEquity Partners LLC (“ThinkEquity”), W.R. Hambrecht + Co., LLC (“W.R. Hambrecht”) and WBB Securities, LLC (“WBB Securities”, and together with ThinkEquity and W.R. Hambrecht, the “Placement Agents”) as its exclusive placement agents (the “Placement Agents”) in connection with such issuance and sale of the Shares. ThinkEquity is acting as representative of the Placement Agents (the “Representative”).
ContractWarrant Agreement • November 9th, 2009 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
This Research Collaboration and Option Agreement (the "Agreement"), shall be effective as of June 8th, 2000 (the "Effective Date") between Emisphere -------------- Technologies, Inc., a Delaware corporation ("Emisphere"), and Eli Lilly and ---------...Research Collaboration and Option Agreement • October 25th, 2000 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
RESEARCH COLLABORATION OPTION AND LICENSE AGREEMENT BY AND BETWEEN EMISPHERE TECHNOLOGIES, INC. AND NOVARTIS PHARMA AGResearch Collaboration Option and License Agreement • March 30th, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2011 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2011, is by and among Emisphere Technologies, Inc., a Delaware corporation with headquarters located at 240 Cedar Knolls Rd, Suite 200, Cedar Knolls, New Jersey 07927 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
CEDAR KNOLLS CORPORATE CENTER 240 CEDAR KNOLLS ROAD CEDAR KNOLLS, NEW JERSEY 07927 STANDARD OFFICE LEASEStandard Office Lease • November 6th, 2007 • Emisphere Technologies Inc • Pharmaceutical preparations
*Notwithstanding anything to the contrary contained herein, Landlord hereby agrees to conditionally waive the monthly installments of Base Rent due with respect to the Premises for the period commencing on the Commencement Date and ending January 31, 2008 (the “Base Rent Abatement”). Subject to the terms and conditions set forth herein, Tenant’s obligation to pay Base Rent shall commence on February 1, 2008. No amounts due to Landlord under the Lease other than the Base Rent Abatement referred to above shall be conditionally waived, except as expressly provided to the contrary in the Lease. If the Commencement Date is other than the first day of the of a month, then any Base Rent for the period following the Commencement Date which is for less than one calendar month shall be prorated based upon the actual number of days of the calendar month involved. Nothing herein shall be construed to waive Tenant’s obligation to pay the first month’s Base Rent upon Tenant’s execution of the Lease
BETWEENRegistration Rights Agreement • July 16th, 1999 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
RESEARCH COLLABORATION LICENSE AGREEMENT BY AND BETWEEN EMISPHERE TECHNOLOGIES, INC. AND NOVARTIS PHARMA AGResearch Collaboration License Agreement • March 30th, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This Research Collaboration License Agreement (the “Agreement”), dated and effective as of September __, 2004 (the “Effective Date”) is between Emisphere Technologies, Inc., a Delaware corporation with offices at 765 Old Saw Mill River Road, Tarrytown, New York 10591, USA (“Emisphere”), and Novartis Pharma AG, a company registered in Switzerland with offices at Lichtstrasse 35, CH 4056 Basel, Switzerland (“Novartis”) and Novartis and Emisphere shall each be a “Party” and together the “Parties”.