ANDLicense Agreement • September 11th, 1997 • Megabios Corp • Services-commercial physical & biological research • Delaware
EXHIBIT 4.1 VALENTIS, INC. SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 30th, 2000 • Valentis Inc • Services-commercial physical & biological research • Delaware
VALENTIS, INC.Valentis Inc • January 19th, 2001 • Services-commercial physical & biological research • New York
AND PFIZER INC.Stock Purchase Agreement • July 31st, 1997 • Megabios Corp • New York
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......................................... 2 Compliance with Registration Requirements..................................................... 2 Offering Materials Furnished to...Underwriting Agreement • August 15th, 1997 • Megabios Corp • Services-commercial physical & biological research • California
FORM OFSubscription Agreement • January 19th, 2001 • Valentis Inc • Services-commercial physical & biological research • New York
No. WB- Right to Purchase _______ Shares of Common Stock of Valentis, Inc. VALENTIS, INC.Valentis Inc • January 19th, 2001 • Services-commercial physical & biological research • New York
EXHIBIT 10.12 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE is made and entered into this 18th day of March, 1997 by and between SFO OFFICE ASSOCIATES LLC, a California limited liability company ("Landlord") and MEGABIOS CORP., a California...Lease • July 31st, 1997 • Megabios Corp
EXHIBIT 10.7 MEGABIOS CORP. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT MAY 23, 1997Rights Agreement • July 31st, 1997 • Megabios Corp • California
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AMENDMENT NO. 2 to Agreement and Plan of Merger and Reorganization ("Amendment") is made and entered into as of February 8, 1999, by and among Megabios Corp., a Delaware...Agreement and Plan of Merger • February 10th, 1999 • Megabios Corp • Services-commercial physical & biological research
ContractUrigen Pharmaceuticals, Inc. • January 10th, 2012 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR URIGEN PHARMACEUTICALS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
EXHIBIT 10.21 EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 11th, 1997 • Megabios Corp • Services-commercial physical & biological research • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2007 • Urigen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2007, by and among Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Holders”).
LEASEEntire Agreement • July 31st, 1997 • Megabios Corp
SECURITY AGREEMENTSecurity Agreement • January 15th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of January 9, 2009 (this “Agreement”), is among Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), and Platinum-Montaur Life Sciences, LLC (together with its successors and assigns, the “Secured Party”), as collateral agent for the investors identified in the Purchase Agreement (the “Lenders”), which Lenders are the holders of the Company’s Senior Secured Convertible Promissory Notes, issued on January 9, 2009 in the aggregate original principal amount of $257,000 (the “Notes”).
EXHIBIT 10.18 COLLABORATIVE RESEARCH AGREEMENT This COLLABORATIVE RESEARCH AGREEMENT is entered into as of May 31, 1996 by and between PFIZER INC., a Delaware corporation, having an office at 235 East 42nd Street, New York, New York 10017 and its...Collaborative Research Agreement • July 31st, 1997 • Megabios Corp • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California
This Securities Purchase Agreement (this “Agreement”) dated March 21, 2006, among Valentis, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages and the Schedule of Purchasers attached hereto as Attachment A (each, a “Purchaser” and collectively, the “Purchasers”).
ContractUrigen Pharmaceuticals, Inc. • January 10th, 2012 • Pharmaceutical preparations • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
SECURITY AGREEMENTSecurity Agreement • February 11th, 2015 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of June 23, 2014 (this “Agreement”), is among Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Urigen N.A., Inc., a Delaware corporation (the “Guarantor” and together with the Company, the “Debtors”), and Platinum-Montaur Life Sciences, LLC, a Delaware limited liability company (together with its successors and assigns, the “Secured Party”), as secured party for itself and the other Lenders (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2004 • Valentis Inc • Biological products, (no disgnostic substances) • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2004, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2006, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2008 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • California
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of August 6, 2008 (“Effective Date”), between Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Martin E. Shmagin (the “Employee”).
ContractValentis Inc • December 31st, 2003 • Biological products, (no disgnostic substances)
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
Exhibit I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the amendment to Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by...Joint Filing Agreement • January 11th, 2002 • Valentis Inc • Biological products, (no disgnostic substances)
This will confirm the agreement by and among the undersigned that the amendment to Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $.001 par value, of Valentis, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
RECITALSIndemnity Agreement • August 15th, 1997 • Megabios Corp • Services-commercial physical & biological research • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2003 • Valentis Inc • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2, 2003, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
NONSTATUTORY STOCK OPTION (NON-PLAN)Nonstatutory Stock Option • November 7th, 1997 • Megabios Corp • Services-commercial physical & biological research
ContractUrigen Pharmaceuticals, Inc. • May 4th, 2010 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR URIGEN PHARMACEUTICALS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
If a partnership or corporation, Borrower is duly organized and existing and in good standing under the laws of the State of California (if a corporation, ---------- without limit as to the duration of its existence) and is authorized and in good...Megabios Corp • July 31st, 1997
GUARANTYGuaranty • January 15th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
GUARANTY (the “Guaranty”), dated as of January 9, 2009, by Urigen N.A., Inc., a Delaware corporation with an address of 27 Maiden Lane, Suite 595, San Francisco, California, 94108 (the “Guarantor”), in favor of the Purchasers identified in the Purchase Agreement (as defined below) (collectively, “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2005 • Valentis Inc • Biological products, (no disgnostic substances) • California
This Securities Purchase Agreement (this “Agreement”) dated June 24, 2005, among Valentis, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages and the Schedule of Purchasers attached hereto as Attachment A (each, a “Purchaser” and collectively, the “Purchasers”).
LANDLORD" ANDWork Letter Agreement • July 31st, 1997 • Megabios Corp
VALENTIS INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • May 12th, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into by and between Benjamin F. McGraw III (“Executive”) and Valentis Inc., a Delaware corporation (the “Company”), effective as of May 12, 2006 (the “Effective Date”).
LICENSE AGREEMENT BETWEEN URIGEN HOLDINGS INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIALicense Agreement • June 7th, 2007 • Valentis Inc • Biological products, (no disgnostic substances) • California
This agreement (“Agreement”) is made by and between Urigen Holdings Inc., having an address at 25th Floor, 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3, Canada, (“LICENSEE”) and The Regents Of The University Of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 USA (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 USA (“UCSD”).
VOTING AGREEMENTVoting Agreement • October 5th, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (“Valentis”), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (“Urigen”), and (“Stockholder”), an individual whose business address is c/o Urigen N.A., Inc., 875 Mahler Road, Suite 235, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(d)) of Urigen.
