STOCKHOLDERS AGREEMENTStockholders Agreement • February 7th, 2005 • Kos Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Stockholders Agreement (this “Agreement”) dated as of February 1, 2005, is made and entered into by and among (i) Triad Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), (ii) 2004 Oikos Investment Partners, LP, a limited partnership (“Oikos”), (iii) Kos Pharmaceuticals, Inc., a Florida corporation (“Kos,” and together with Oikos, the “Purchasers”), (iv) Stone Life Sciences Holdings, Ltd., a Florida limited partnership (“Stone Life”), (v) William W. Bachovchin (“Bachovchin”), (vi) Tufts University, a Massachusetts not-for-profit corporation (“Tufts”), (vii) Future Stockholders, (viii) Christopher Kiritsy (“Kiritsy”) and (ix) each other Person acquiring Equity Securities of the Corporation in a Permitted Transfer hereunder.
Christopher Kiritsy 2217 Columbus Boulevard Coral Gables, Fl 33134 Re: Consulting Arrangement Dear Chris:Kos Pharmaceuticals Inc • February 7th, 2005 • Pharmaceutical preparations
This letter will confirm the terms under which you will provide certain consulting services to Kos Pharmaceuticals, Inc. (the “Company”). Upon the effective date of this agreement, the Company retains you to provide transitional services to the Company as and when requested by the Company and in accordance with the Company’s instructions (the “Services”). In consideration for your Services, you shall be entitled to receive $5,000 per year during the term of this letter agreement, payable within 30 days following the completion of each calendar year. You will pay for all of your own expenses in providing the Services, except as may be specifically approved in writing by the Company in advance.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2005 • Kos Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of February 1, 2005, is by and among Triad Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), the holders of capital stock of the Corporation that are parties to the Original Registration Rights Agreement (as defined below) (the “Existing Stockholders”), the “Purchasers” specified in the Series F Purchase Agreement (as defined below) (the “Purchasers” and, collectively, with the Existing Stockholders, the “Investors”), Tufts University, a Massachusetts not-for-profit corporation (“Tufts”), William Bachovchin (“Bachovchin”) and Christopher Kiritsy (“Kiritsy”).
SERIES F PREFERRED STOCK PURCHASE AGREEMENTSeries F Preferred Stock Purchase Agreement • February 7th, 2005 • Kos Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Series F Preferred Stock Purchase Agreement (this “Agreement”) dated as of February 1, 2005, is made and entered into by and among Triad Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), Kos Pharmaceuticals, Inc., a Florida corporation (“Kos”), and 2004 Oikos Investment Partners, LP, a limited partnership (“Oikos” and together with Kos, the “Purchasers”).
