EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONVoting Agreement • January 31st, 2001 • Axys Pharmecueticals Inc • Pharmaceutical preparations • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of June 12, 2001Agreement and Plan of Merger • November 19th, 2001 • Axys Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
ARTICLE I DEFINITIONSExecutive Employment Agreement • March 8th, 2000 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
1 EXHIBIT 10.112 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as of December 1, 1998 (the "Effective Date"), by and between ARE-JOHN HOPKINS COURT, LLC, a Delaware limited liability company ("Landlord"),...Lease • August 16th, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
RECITALSSeverance Agreement • March 31st, 1998 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the...Axys Pharmecueticals Inc • November 15th, 1999 • Pharmaceutical preparations • California
TERMINATION OF COLLABORATIVE RESEARCH AGREEMENT BETWEEN SEQUANA THERAPEUTICS, INC. AND CORANGE INTERNATIONAL LTDTermination Agreement • May 17th, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations
RECITALSRegistration Rights Agreement • August 16th, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
1 Exhibit 10.97 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 26th day of February, 1999, by and between JOHN WALKER ("Executive") and AXYS PHARMACEUTICALS, INC., a Delaware corporation (the "Company")....Employment Agreement • May 17th, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
LOAN AGREEMENTLoan Agreement • November 14th, 2000 • Axys Pharmecueticals Inc • Pharmaceutical preparations • Delaware
1 Exhibit 10.72 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 29th day of August, 1997, by and between JOHN WALKER ("Executive") and ARRIS PHARMACEUTICAL CORPORATION, a Delaware corporation (the "Company")....Employment Agreement • March 31st, 1998 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
JULY 30, 1999Registration Rights Agreement • November 15th, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
1 EXHIBIT 1.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF JULY 21, 2000 BY AND BETWEEN AXYS PHARMACEUTICALS, INC.Common Stock Purchase Agreement • August 2nd, 2000 • Axys Pharmecueticals Inc • Pharmaceutical preparations • New York
COMPANYAxys Pharmecueticals Inc • July 10th, 2000 • Pharmaceutical preparations
ANDRights Agreement • October 9th, 1998 • Axys Pharmecueticals Inc • Pharmaceutical preparations • Delaware
Article Page ------- ---- 1. Lease of Premises 1 2. Basic Lease Provisions 2 3. Term 4 4. Possession and Commencement Date 4 5. Rent 6 6. Rent Adjustments 7 7. Operating Expenses 7 8. Rentable and Usable Area 11 9. Security Deposit 12 10. Use 14 11....Axys Pharmecueticals Inc • May 15th, 1998 • Pharmaceutical preparations • California
Trust Indenture Indenture Act Section SectionIndenture • September 28th, 2000 • Axys Pharmecueticals Inc • Pharmaceutical preparations
2 AXYS PHARMACEUTICALS, INC. TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE Indenture Debt SecuritiesAxys Pharmecueticals Inc • July 10th, 2000 • Pharmaceutical preparations • California
1. 2 50,000 compounds by Axys under the Agreement or (b) December 31, 1999, unless the parties otherwise agree in writing.Research Agreement • May 17th, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations
KEY EMPLOYEE AGREEMENT FOR TIM HARRISKey Employee Agreement • May 15th, 1998 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
AMENDMENT No. 2Axys Pharmaceuticals Inc • March 30th, 2001 • Pharmaceutical preparations
EXHIBIT 10.133 FIFTH AMENDMENT TO AGREEMENT This is the fifth amendment to the Research Collaboration and License Agreement between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey ("MERCK") and ARRIS PHARMACEUTICAL...Agreement • March 30th, 2001 • Axys Pharmaceuticals Inc • Pharmaceutical preparations
EXHIBIT 10.98 SERIES A PREFERRED STOCK PURCHASE AGREEMENT DATED FEBRUARY 2, 1999Registration Rights Agreement • May 17th, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
EXHIBIT 10.123 COLLABORATIVE RESEARCH AND LICENSE AGREEMENTCollaborative Research and License Agreement • May 12th, 2000 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
LOAN AGREEMENT AMONGLoan Agreement • November 14th, 1997 • Arris Pharmaceutical Corp/De/ • Pharmaceutical preparations • New York
ANNEX III TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 14th, 2000 • Axys Pharmecueticals Inc • Pharmaceutical preparations • New York
1 Exhibit 10.75 CONSULTING AGREEMENTConsulting Agreement • March 31st, 1998 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
ANDCollaboration Agreement • August 14th, 1998 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
RECITALSSeries a Preferred Stock Purchase Agreement • August 16th, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
RECITALSTermination Agreement • March 8th, 2000 • Axys Pharmecueticals Inc • Pharmaceutical preparations • New York
Dated as of December 12, 2000 BRIDGE FINANCING AGREEMENT Axys Pharmaceuticals, Inc., a Delaware corporation 180 Kimball Way South San Francisco, California 94080 Ladies and Gentlemen: The undersigned, Akkadix Corporation, a California corporation (the...Bridge Financing Agreement • March 30th, 2001 • Axys Pharmaceuticals Inc • Pharmaceutical preparations • California
EXHIBIT 10.132 SECURED/SUBORDINATED PROMISSORY NOTEAxys Pharmecueticals Inc • November 14th, 2000 • Pharmaceutical preparations • California
1 EXHIBIT 10.117 FIFTH AMENDMENT TO EXPANSION LEASE THIS FIFTH AMENDMENT TO EXPANSION LEASE ("Amendment"), dated and effective as of October ____, 1999 (the "Effective Date"), is entered into by and between SEQUANA THERAPEUTICS, INC., a California...Expansion Lease • November 15th, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations • California
EXHIBIT 10.93 SECOND AMENDMENT TO AGREEMENT This is the second amendment to the Research Collaboration and License Agreement between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey ("MERCK") and ARRIS...Agreement • March 31st, 1999 • Axys Pharmecueticals Inc • Pharmaceutical preparations
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2001 • Axys Pharmaceuticals Inc • Pharmaceutical preparations • California
This Executive Employment Agreement ("Agreement") is entered into as of the 14th day of December, 2000 (the "Effective Date"), by and between Douglas Altschuler ("Executive") and Axys Pharmaceuticals, Inc. (the "Company").
