RECITALSSecurities Purchase Agreement • October 7th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 6, 2005, by and among La Jolla Pharmaceutical Company, a Delaware corporation (the "COMPANY"), and the undersigned Purchasers (individually...Registration Rights Agreement • October 7th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.36 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of December 23, 1996 by and between La Jolla Pharmaceutical Company, a Delaware corporation (the "COMPANY"), and Abbott Laboratories,...Stock Purchase Agreement • March 31st, 1997 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
3,400,000 Shares La Jolla Pharmaceutical Company UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2018 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.57 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE is made this 4th day of May 2001, by and between Spieker Properties, L.P., a California Limited Partnership, successor-in-interest to WCB II-S BRD Limited Partnership (the...Lease • August 6th, 2004 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
RECITALSLa Jolla Pharmaceutical Co • August 6th, 2004 • Biological products, (no disgnostic substances)
ANDRights Agreement • December 4th, 1998 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
BACKGROUNDRights Agreement • January 26th, 2001 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
RECITALSFourth Amendment • August 6th, 2004 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
EXHIBIT 4.2 FORM OF CONTINGENT WARRANT THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE HEREUNDER MAY BE SOLD, OFFERED FOR...La Jolla Pharmaceutical Co • October 7th, 2005 • Biological products, (no disgnostic substances) • Delaware
1 2 ARTICLE I DEFINITIONSLicense and Supply Agreement • March 31st, 1997 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
LEASE by and between BMR-AXIOM LP, a Delaware limited partnership and LA JOLLA PHARMACEUTICAL COMPANY, a California corporationLease • February 23rd, 2017 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 10th, 2003 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
EXHIBIT 10.38 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment No. 3 to Employment Agreement (this "Amendment No. 3") is made effective as of July 23, 2003, by and between La Jolla Pharmaceutical Company, a Delaware corporation (the "Company"),...Employment Agreement • August 5th, 2003 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
EXHIBIT 10.53 February 23, 2004 Gail Sloan 6455 Nancy Ridge Drive San Diego, CA 92121 Re: Severance Agreement Dear Gail, As a supplement to the offer letter and agreement dated March 20, 1996 between La Jolla Pharmaceutical Company ("LJP") and Gail...La Jolla Pharmaceutical Co • May 7th, 2004 • Biological products, (no disgnostic substances)
FORM OF STOCK PURCHASE AGREEMENTForm of Stock Purchase Agreement • November 10th, 2003 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
EXHIBIT 10.48 MASTER SECURITY AGREEMENT Dated as of SEPTEMBER 6, 2002 ("AGREEMENT") THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors and assigns, if any, "SECURED PARTY") and LA JOLLA PHARMACEUTICAL COMPANY...Master Security Agreement • November 7th, 2002 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2021 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of this day of November, 2021 by and between La Jolla Pharmaceutical Company, a Delaware corporation (the “Company”) and (“Indemnitee”).
October 6, 2005 Bruce K. Bennett La Jolla Pharmaceutical Company 6455 Nancy Ridge Drive San Diego, California 92121 Dear Bruce, In order to continue to retain your services and to incentivize you to continue as an employee, subject to the terms of...La Jolla Pharmaceutical Co • October 7th, 2005 • Biological products, (no disgnostic substances) • California
EXHIBIT 4.2 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of January ____, 2002 by and among (i) La Jolla Pharmaceutical Company, a Delaware corporation (the "COMPANY"), (ii) each person listed...Form of Registration Rights Agreement • January 16th, 2002 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2006 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
This Amended and Restated Employment Agreement (this “Agreement”) is effective as of February 23, 2006 (the “Effective Date”), and is entered into by and between Theodora Reilly (“Employee”) and La Jolla Pharmaceutical Company (the “Company”).
COMMON STOCKLa Jolla Pharmaceutical Co • March 30th, 2007 • Biological products, (no disgnostic substances) • New York
LA JOLLA PHARMACEUTICAL COMPANY RESTRICTED STOCK AGREEMENTCompany Restricted Stock Agreement • December 20th, 2013 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
This Restricted Stock Agreement (the “Agreement”) is made as of April 29, 2013 (the “Effective Date”) by and between La Jolla Pharmaceutical Company, a California corporation (the “Company”), and James Rolke (“Recipient”).
LA JOLLA PHARMACEUTICAL COMPANY and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Amended and Restated Rights Agreement Dated as of December 2, 2008Rights Agreement • December 4th, 2008 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Rights Agreement (the “Agreement”), dated as of December 2, 2008, between La Jolla Pharmaceutical Company, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER among: LA JOLLA PHARMACEUTICAL COMPANY, a California corporation; TTP MERGER SUB, INC., a Delaware corporation; and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation Dated as of June 24, 2020Agreement and Plan of Merger • June 24th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • 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.
SUPPORT AGREEMENTSupport Agreement • July 12th, 2022 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of July 10, 2022, is entered into by and among INNOVIVA, INC., a Delaware corporation (“Parent”), INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and each of the stockholders of LA JOLLA PHARMACEUTICAL COMPANY 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).
AGREEMENT AND PLAN OF MERGER among: INNOVIVA, INC., a Delaware corporation INNOVIVA ACQUISITION SUB, INC., a Delaware corporation; and LA JOLLA PHARMACEUTICAL COMPANY, a Delaware corporation Dated as of July 10, 2022Agreement and Plan of Merger • July 12th, 2022 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 10, 2022, by and among INNOVIVA, INC., a Delaware corporation (“Parent”); INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and LA JOLLA PHARMACEUTICAL COMPANY, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • June 24th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of June 24, 2020, is entered into by and among La Jolla Pharmaceutical Company, a California corporation (“Parent”), TTP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the stockholder of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (the “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).
October 6, 2005 Matthew D. Linnik La Jolla Pharmaceutical Company 6455 Nancy Ridge Drive San Diego, California 92121 Dear Matt, In order to continue to retain your services and to incentivize you to continue as an employee, subject to the terms of...La Jolla Pharmaceutical Co • October 7th, 2005 • Biological products, (no disgnostic substances) • California
LA JOLLA PHARMACEUTICAL COMPANYLa Jolla Pharmaceutical Co • March 13th, 2006 • Biological products, (no disgnostic substances)
LICENSE AGREEMENT BY AND BETWEENLicense Agreement • March 8th, 2021 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of February 20, 2018 (“Effective Date”) between Tetraphase Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware with a principal place of business at 480 Arsenal Street, Suite 110, Watertown, MA 02472 (“Tetraphase”), and Everest Medicines Limited, an exempted company organized and existing under the laws of Cayman Islands, with a principal place of business at Suite 4508, 45F, Tower 2, Plaza 66, 1266 Nanjing Xi Lu, Shanghai 200040, China (“Licensee”).
LA JOLLA PHARMACEUTICAL COMPANY Restricted Stock Unit Grant AgreementRestricted Stock Unit Grant Agreement • November 13th, 2012 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
This Restricted Stock Unit Grant Agreement (the “Agreement”) is dated as of August 17, 2012 and is entered into between La Jolla Pharmaceutical Company, a California corporation (the “Company”), and Chester S. Zygmont, III (the “Awardee”). This award is granted outside of the Company’s 2010 Equity Incentive Plan (the “Plan”) but is governed in all respects by the terms of the Plan. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Plan.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 29th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
WHEREAS, Parent, TTP Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Tetraphase Pharmaceuticals, Inc., a Delaware corporation (including in its capacity as the surviving corporation in the Merger, the “Company”), have entered into an Agreement and Plan of Merger dated as of June 24, 2020 (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”);
EXHIBIT 10.34Master Lease Agreement • March 31st, 1997 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Illinois
Fourth Amendment to License AgreementLicense Agreement • March 8th, 2021 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
This Fourth Amendment to License Agreement (this “Fourth Amendment”) is entered into as of this 5th day of December, 2017 (the “Fourth Amendment Effective Date”), by and between Tetraphase Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business at 480 Arsenal Street, Suite 110, Watertown, MA 02472 (“Licensee”) and President and Fellows of Harvard College, Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, MA 02138 (“Harvard”).
