METABASIS THERAPEUTICS, INC. WARRANT TO PURCHASE 19,000 SHARES OF SERIES C PREFERRED STOCKMetabasis Therapeutics Inc • February 3rd, 2004 • California
THIS CERTIFIES THAT, for value received, GATX Ventures, Inc., a Delaware corporation, and its assignees are entitled to subscribe for and purchase 19,000 shares of the fully paid and nonassessable Series C Preferred Stock (as adjusted pursuant to Section 5 hereof, the "Shares") of Metabasis Therapeutics Inc., a Delaware corporation (the "Company"), at the price of $1.25 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 5 hereof is herein referred to as the "Warrant Price"), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, (a) the term "Series Preferred" shall mean the Company's presently authorized Series C Preferred Stock, and any stock into or for which such Series C Preferred Stock may hereafter be converted or exchanged, and after the automatic conversion of the Series C Preferred Stock to Common Stock pursuant to the Company's Certificate of Incorporation shall
INDEMNITY AGREEMENT OF METABASIS THERAPEUTICS, INC.Indemnity Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement") is made and entered into this day of , 2004 by and between METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Company"), and ("Agent").
METABASIS THERAPEUTICS, INC. SEVERANCE AGREEMENTSeverance Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS SEVERANCE AGREEMENT (this "Agreement") is entered into effective as of June 30, 2003 (the "Effective Date"), by and between PAUL K. LAIKIND (the "Employee") and METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Company").
EXCLUSIVE LICENSE AND RESEARCH COLLABORATION AGREEMENTLicense and Research Collaboration Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc
This Agreement (this "Agreement") is dated as of December 23, 2003 (the "Effective Date"), and is entered into by and between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey ("Merck"), and METABASIS THERAPEUTICS, INC., a corporation organized and existing under the laws of Delaware ("Metabasis").
AMENDED AND RESTATED COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENTCollaborative Research and Development and License Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS AMENDED AND RESTATED COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENT (this "Agreement"), dated as of June 30, 1999, is between METABASIS THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 9390 Towne Centre Drive, San Diego, California 92121 ("MTI"), and SANKYO CO., LTD., a Japanese corporation having its principal place of business at 5-1 Nihonbashi-Honcho, 3-chome, Chuo-ku, Tokyo 103, Japan ("Sankyo").
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS EXCLUSIVE OPTION AGREEMENT (the "Agreement") is made as of October 21, 2002 (the "Option Effective Date") by and between METABASIS THERAPEUTICS, INC., a Delaware corporation ("Metabasis"), and SANKYO CO., LTD., a Japanese corporation ("Sankyo").
METABASIS THERAPEUTICS, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS STOCK RESTRICTION AGREEMENT (this "Agreement") is entered into effective as of June 30, 2003 (the "Effective Date"), between METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Corporation"), and PAUL K. LAIKIND ("Purchaser"). The Corporation and Purchaser are hereinafter also referred to individually as a "party" and collectively as the "parties." Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Severance Agreement (as defined below).
ICN PHARMACEUTICALS, INC. LETTERHEAD]Metabasis Therapeutics Inc • February 3rd, 2004
Reference is made to the Development and License Agreement between ICN Pharmaceuticals, Inc. ("ICN") and Metabasis Therapeutics, Inc. ("Metabasis"), dated October 1, 2001 relating to, among other things, the development, manufacturing and marketing of MB6866 (to be renamed Hepavir B) (the "Agreement").
METABASIS THERAPEUTICS, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 28, 2003Series E Preferred Stock Purchase Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 28th day of October, 2003, by and among METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Company"), and the investors listed on Exhibit A attached hereto (each a "Purchaser" and together the "Purchasers").
QuickLinks -- Click here to rapidly navigate through this documentMetabasis Therapeutics Inc • February 3rd, 2004
This letter is in reference to the Series Preferred Stock Purchase Agreement (the "Purchase Agreement") entered into on the date hereof by and among Metabasis Therapeutics, Inc. ("Metabasis") and each of the undersigned investors (the "Investors"). As we discussed, as a material inducement to the parties' agreement to enter into the Purchase Agreement, Metabasis and each of the Investors agree as follows:
SEVERANCE AGREEMENTSeverance Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS AGREEMENT is entered into as of April 3, 2002, by and between ED BARACCHINI (the "Employee") and METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Company").
MASTER AGREEMENTMaster Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS MASTER AGREEMENT (the "Agreement") is made as of June 30, 1999 by and among METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Company"), SICOR INC. (formerly Gensia Sicor Inc.), a Delaware corporation ("SICOR"), and JOHN BECK, MARK ERION and PAUL K. LAIKIND (each a "Senior Manager" and collectively, the "Senior Managers"). The Company, SICOR, and the Senior Managers are hereinafter also referred to individually as a "Party" and collectively as the "Parties."
MASTER SECURITY AGREEMENT No. 3081034 Dated as of August 27, 2003 ("Agreement")Master Security Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, "Secured Party") and Metabasis Therapeutics, Inc., ("Debtor"). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor's mailing address and chief place of business is 9390 Towne Centre Dr., Building 300, San Diego, CA 92121.
ASSET AND LIABILITY TRANSFER AGREEMENTAsset and Liability Transfer Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS ASSET AND LIABILITY TRANSFER AGREEMENT (this "Agreement") is made and entered into as of the 17th day of December, 1997, between METABASIS THERAPEUTICS, INC., a Delaware corporation ("Metabasis"), and GENSIA SICOR INC., a Delaware corporation ("Gensia Sicor").
SUBLEASE AGREEMENTSublease Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
LEASE AGREEMENT, made as of this 21st day of December, 1993, between GENA PROPERTY COMPANY, a California partnership, ("Landlord") the partners of which are GENA (CA) QRS 11-25, INC., a California corporation ("GENA: 11") and GENA (CA) QRS 12-1, INC., a California corporation ("GENA: 12") with an address c/o W. P. Carey & Co., Inc., 620 Fifth Avenue, New York, New York 10020, and GENSIA, INC. ("Tenant"), a Delaware corporation with an address at 9360 Towne Centre Drive, San Diego, California 92121.
EQUIPMENT LOAN AND SECURITY AGREEMENT Dated as of February 6, 2001 between GATX VENTURES, INC. 3687 Mt. Diablo Boulevard, Suite 200 Lafayette, California 94549 as Lender and METABASIS THERAPEUTICS, INC. a Delaware corporation 9390 Towne Centre Drive...Loan and Security Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
Eligible Equipment: Computer equipment, laboratory test and measurement equipment, office equipment and furnishings.
METABASIS THERAPEUTICS, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS STOCK RESTRICTION AGREEMENT (this "Agreement") is entered into effective as of June 30, 2003 (the "Effective Date"), between METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Corporation"), and MARK D. ERION ("Purchaser"). The Corporation and Purchaser are hereinafter also referred to individually as a "party" and collectively as the "parties." Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Severance Agreement (as defined below).
METABASIS THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT DATED AS OF OCTOBER 28, 2003Investors' Rights Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
LICENSE AGREEMENTLicense Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS LICENSE AGREEMENT (this "Agreement") dated as of June 30, 1999 (the "Effective Date"), is entered into between SICOR Inc. (formerly Gensia Sicor Inc.), a Delaware corporation having its principal place of business at 19 Hughes, Irvine, California 92618-1902 ("Sicor") and METABASIS THERAPEUTICS, INC., a Delaware corporation having a place of business at 9390 Towne Centre Drive, San Diego, California 92121 ("Metabasis"). Sicor and Metabasis are hereafter also referred to individually, as a "party" and collectively, as the "parties."
