Genelabs Technologies Inc /Ca Sample Contracts

FORM OF WARRANT
Genelabs Technologies Inc /Ca • September 8th, 2003 • Pharmaceutical preparations • California
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Company and
Underwriting Agreement • October 22nd, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
EXHIBIT 99.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF JULY 10, 2000 BY AND BETWEEN GENELABS TECHNOLOGIES, INC.
Common Stock Purchase Agreement • July 10th, 2000 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
AGREEMENT
Agreement • March 26th, 1997 • Genelabs Technologies Inc /Ca • In vitro & in vivo diagnostic substances • California
Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:
Indenture • September 8th, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
AGREEMENT
Agreement • March 26th, 1997 • Genelabs Technologies Inc /Ca • In vitro & in vivo diagnostic substances • California
TO [Bank] Indenture
Indenture • September 8th, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
AGREEMENT
Agreement • March 29th, 2002 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
1 EXHIBIT 10.17 **CONFIDENTIAL TREATMENT REQUESTED COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • March 30th, 2001 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
SECOND AMENDMENT TO THE HEADS OF AGREEMENT
Heads of Agreement • March 26th, 1999 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
RECITALS
Collaborative Research and License Agreement • March 26th, 1999 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • Delaware
AGREEMENT
Agreement • March 29th, 2002 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 4th, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2003, among Genelabs Technologies, Inc., a California corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).

RECITALS
Stock Purchase Agreement • May 7th, 2004 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • May 6th, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 3rd, 2006 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York

This Securities Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this “Agreement”), is made among Genelabs Technologies, Inc., a California corporation (the “Company”), the undersigned purchaser(s) (each a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party hereto.

AGREEMENT AND PLAN OF MERGER among SMITHKLINE BEECHAM CORPORATION, GEMSTONE ACQUISITION CORPORATION and GENELABS TECHNOLOGIES, INC. Dated as of October 29, 2008
Agreement and Plan of Merger • November 3rd, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York

AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2008 (this “Agreement”), among SmithKline Beecham Corporation, a Pennsylvania corporation (“Parent”), Gemstone Acquisition Corporation, a California corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and Genelabs Technologies, Inc., a California corporation (the “Company”).

TENDER AND SHAREHOLDER SUPPORT AGREEMENT
Tender and Shareholder Support Agreement • November 3rd, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York

This TENDER AND SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated October ___, 2008, is by and among SmithKline Beecham Corporation, a Pennsylvania corporation (“Parent”), Gemstone Acquisition Corporation, a California corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and certain shareholders of Genelabs Technologies, Inc., a California corporation (the “Company”), set forth on Schedule A hereto (each a “Shareholder” and, collectively the “Shareholders”).

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 14th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York

This Securities Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this “Agreement”), is made among Genelabs Technologies, Inc., a California corporation (the “Company”), the undersigned purchaser(s) (each a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party hereto.

BETWEEN
License and Research Collaboration Agreement • November 4th, 2004 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
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CONSULTING AGREEMENT
Consulting Agreement • June 19th, 2006 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California

THIS AGREEMENT is by and between Genelabs Technologies, Inc. (“Genelabs”), a California corporation with its principal place of business at 505 Penobscot Drive, Redwood City, CA 94063 and Consultant.

October 2, 2008 Kenneth E. Schwartz, M.D. [ADDRESS] Re: Continuation of Health Benefits under COBRA Dear Ken:
Genelabs Technologies Inc /Ca • October 7th, 2008 • Pharmaceutical preparations

As you are aware, Genelabs will continue your group coverage for health insurance through October 31, 2008. You have the right to continue your group health insurance coverage for up to eighteen months following the termination of your employment pursuant to COBRA.

CONSULTING AGREEMENT
Consulting Agreement • October 30th, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California

THIS AGREEMENT is by and between Genelabs Technologies, Inc. (“Genelabs”), a California corporation with its principal place of business at 505 Penobscot Drive, Redwood City, CA 94063 and Consultant.

12,874,547 Shares Warrants to Purchase 2,574,911 Shares Genelabs Technologies, Inc. Common Stock (No Par Value) PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 26th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations

Genelabs Technologies, Inc., a California corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 12,874,547 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) and warrants to purchase up to 2,574,911 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”) in the form attached hereto as Exhibit B. The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares.” The Company hereby confirms its agreement with Deutsche Bank Securities Inc. (the “Placement Agent”), as set forth below. The Securities are more fully described in the Re

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 12th, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California

This Change in Control Agreement (the “Agreement”) is made by and between Genelabs Technologies, Inc. (“Genelabs”) and Daniel Clint Webb (“Employee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 14th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York

This Securities Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this “Agreement”), is made among Genelabs Technologies, Inc., a California corporation (the “Company”), the undersigned purchaser(s) (each a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party hereto.

FORM OF PURCHASE AGREEMENT
Purchase Agreement • October 1st, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • February 11th, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California

THIS SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is entered into as of February 9, 2008 between Genelabs Technologies, Inc. (the "Company") and James A.D. Smith ("Employee") (together the "Parties").

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 26th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
LICENSE AND RESEARCH COLLABORATION AGREEMENT between GENELABS TECHNOLOGIES, INC. and NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.
License and Research Collaboration Agreement • August 3rd, 2006 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York

This Agreement (the “Agreement”) dated as of June 2, 2006 (the “Effective Date”) is made between Genelabs Technologies, Inc., a California corporation having its principal place of business at 505 Penobscot Drive, Redwood City, California 94063 (“Genelabs”), and Novartis Institutes for BioMedical Research, Inc., a Delaware corporation having its principal place of business at 250 Massachusetts Avenue, Cambridge, Massachusetts 02142 (“PHARMA”).

GENELABS TECHNOLOGIES, INC. Company and NATEXIS BLEICHROEDER INC. Agent AGENCY AGREEMENT Dated as of September 30, 2003
Agency Agreement • October 1st, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
FORM OF WARRANT GENELABS TECHNOLOGIES, INC. WARRANT TO PURCHASE COMMON STOCK
Genelabs Technologies Inc /Ca • August 16th, 2007 • Pharmaceutical preparations • California

THIS CERTIFIES THAT, for value received, [PURCHASER], with its principal office at [ADDRESS], or assigns (the "Holder"), is entitled to subscribe for and purchase at the Exercise Price (defined below) from GENELABS TECHNOLOGIES, INC., a California corporation, with its principal office at 505 Penobscot Drive, Redwood City, CA 94063 (the "Company") _____ shares of the Common Stock of the Company as provided herein (the "Common Stock").

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