0001193125-06-192598 Sample Contracts

VENTURE LOAN AND SECURITY AGREEMENT
Venture Loan and Security Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Connecticut
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Restricted Stock Agreement Granted Under 2000 Stock Incentive Plan, as amended
Restricted Stock Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

AGREEMENT made this day of , 200[ ], between Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ________________________ (the “Participant”).

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COLLABORATION AGREEMENT
Collaboration Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of the 24th day of February, 2006 (the “Effective Date”), by and between Infinity Pharmaceuticals, Inc., a Delaware corporation having an office at 780 Memorial Drive, Cambridge, Massachusetts 02139 (“Infinity”), and Novartis Institutes for BioMedical Research, Inc., a Delaware corporation having an office at 250 Massachusetts Avenue, Cambridge, Massachusetts 02139 (“Novartis”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

AGREEMENT made this 19th day of March 2002, between Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Adelene Perkins (the “Participant”).

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisk denote omissions. COLLABORATION AND OPTION AGREEMENT by and between Infinity Pharmaceuticals, Inc. and Novartis International Pharmaceutical Ltd....
Collaboration and Option Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Agreement is made this 16th day of November, 2004 (the “Effective Date”) by and between Infinity Pharmaceuticals, Inc. (“Infinity”), a Delaware corporation with principal offices at 780 Memorial Drive, Cambridge, Massachusetts 02139, and Novartis International Pharmaceutical Ltd. (“Novartis”), a Bermuda corporation with principal offices at Hurst Holme, 12 Trott Road, Hamilton, HM LX, Bermuda. Infinity and Novartis are sometimes referred to herein individually as a “Party” and together as the “Parties.”

Contract
Infinity Pharmaceuticals, Inc. • September 18th, 2006 • Pharmaceutical preparations

Attached hereto is a form of non-statutory stock option agreement by and among the Registrant and each of the below-named persons. The non-statutory stock option agreement by and among the Registrant and each of the below-named persons is substantially identical in all material respects to such form, except with respect to the details that are set forth below.

LICENSE AGREEMENT BY AND BETWEEN INFINITY PHARMACEUTICALS, INC. AND AMGEN INC.
License Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT (the “Agreement”) dated the 7th day of July, 2006 (the “Effective Date”) is by and between INFINITY PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 780 Memorial Drive, Cambridge, Massachusetts 02139 (“Infinity”), and AMGEN INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”).

INFINITY PHARMACEUTICALS, INC. SAB CONSULTING AGREEMENT
Consulting Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

THIS CONSULTING AGREEMENT (the “Agreement”), effective as of the 1st day of January 2005, is entered into by Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Vicki Sato (the “Consultant”).

COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN INFINITY PHARMACEUTICALS, INC. AND JOHNSON & JOHNSON PHARMACEUTICAL RESEARCH AND DEVELOPMENT
Collaboration and License Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) dated the 22nd day of December, 2004 (the “Effective Date”) is by and between INFINITY PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 780 Memorial Drive, Cambridge, Massachusetts 02139 (“Infinity”), and JOHNSON & JOHNSON PHARMACEUTICAL RESEARCH & DEVELOPMENT, a division of JANSSEN PHARMACEUTICA N.V., a Belgian business corporation organized and existing under the laws of Belgium with registration number RPR 0403.834.160, VAT No. BE-403.834.160, and with registered office at B-2340 Beerse, Belgium, Turnhoutseweg 30 (“JJPRD”).

Contract
Incentive Plan • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

Attached hereto is a form of restricted stock agreement by and among the Registrant and each of the below-named persons. The restricted stock agreement by and among the Registrant and each of the below-named persons is substantially identical in all material respects with such form, except with respect to the details that are set forth below.

Infinity Pharmaceuticals Effective as of March 31, 2006
Restricted Stock Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations
Infinity Pharmaceuticals
Restricted Stock Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations
Contract
Stock Restriction Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

Attached hereto is a form of stock restriction agreement by and among the Registrant and each of the below-named persons. The stock restriction agreement by and among the Registrant and each of the below-named persons is substantially identical in all material respects to such form, except with respect to the details that are set forth below.

MASTER LEASE AGREEMENT dated as of August 11, 2004 (“Agreement”)
Master Lease Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Lessor”) and INFINITY PHARMACEUTICALS, INC. (“Lessee”). Lessor has an office at 83 Wooster Heights Road, Danbury, CT 06810. Lessee is a corporation organized and existing under the laws of the state of Delaware. Lessee’s mailing address and chief place of business is 780 Memorial Drive, Cambridge, MA 02139. This Agreement contains the general terms that apply to the leasing of Equipment from Lessor to Lessee. Additional terms that apply to the Equipment (term, rent, options, etc.) shall be contained on a schedule (“Schedule”).

INFINITY PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Granted Under 2000 Stock Incentive Plan, as amended
Stock Option Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations
Contract
Incentive Plan • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

Attached hereto is a form of restricted stock agreement by and among the Registrant and each of the below-named persons. The restricted stock agreement by and among the Registrant and each of the below-named persons is substantially identical in all material respects with such form, except with respect to the details that are set forth below.

Infinity Pharmaceuticals Effective as of March 31, 2006 Steven H. Holtzman
Stock Restriction Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations
STOCK RESTRICTION AGREEMENT
Stock Restriction Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

AGREEMENT made this 1st day of November 2001, between Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Franklin H. Moss (the “Consultant”).

MASTER LOAN AND SECURITY AGREEMENT No. 2081009 dated as of October 16, 2002 (“Agreement”)
Master Loan and Security Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Virginia

each (“Periodic Installment”) and a final installment which shall be in the amount of the total outstanding principal and interest. The first Periodic Installment shall be due and payable on or about June 30, 2003 and the following Periodic Installments and the final installment shall be due and payable on the same day of each succeeding month beginning August 1, 2003 (each, a “Payment Date”). Such installments have been calculated on the basis of a 360 day year of twelve 30-day months. Each payment may, at the option of the Payee, be calculated and applied on an assumption that such payment would be made on its due date.

Contract
Stock Restriction Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

Attached hereto is a form of stock restriction agreement by and among the Registrant and each of the below-named persons. The stock restriction agreement by and among the Registrant and each of the below-named persons is substantially identical in all material respects to such form, except with respect to the details that are set forth below.

MASTER SECURITY AGREEMENT dated as of December 6, 2002 (“Agreement”)
Security Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and Infinity Pharmaceuticals, Inc. (“Debtor”). Secured Party has an office at 401 Merritt 7 Suite 23, Norwalk, CT 06851-1177. 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 650 Albany Street, Boston, MA 02118.

INFINITY PHARMACEUTICALS, INC. Incentive Stock Option Agreement Granted Under 2000 Stock Incentive Plan, as amended
Infinity Pharmaceuticals, Inc. • September 18th, 2006 • Pharmaceutical preparations
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Infinity Pharmaceuticals, Inc. Nonstatutory Stock Option Agreement Granted Under 2001 Stock Incentive Plan
Stock Option Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations
STOCK RESTRICTION AGREEMENT
Stock Restriction Agreement • September 18th, 2006 • Infinity Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

AGREEMENT made this 14th day of August 2001, between Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Steven H. Holtzman (the “Employee”).

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