INDEMNIFICATION AGREEMENTIndemnification Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Targanta Therapeutics Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 25th day of September, 2006, by and between Targanta Therapeutics Corporation, (the “Company”), and George Eldridge (“Employee”) (collectively, the “Parties”).
TARGANTA THERAPEUTICS CORPORATION OPTION AGREEMENTStock Option Plan • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware
ContractTarganta Therapeutics Corp. • May 11th, 2007 • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, PROVIDED SUCH OPINION REQUIREMENT WILL BE WAIVED IN THE REASONABLE DISCRETION OF THE COMPANY.
NOTE ISSUANCE AGREEMENTNote Issuance Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware
THIS NOTE ISSUANCE AGREEMENT (this “Agreement”), dated as of December 23, 2005, is made by and between INTERMUNE, INC., a Delaware corporation (together with its permitted successors and assigns, called “InterMune), and TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation (the “Purchaser”).
ContractTarganta Therapeutics Corp. • May 11th, 2007 • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, PROVIDED SUCH OPINION REQUIREMENT WILL BE WAIVED IN THE REASONABLE DISCRETION OF THE COMPANY.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware
This Amended and Restated Registration Rights Agreement dated as of January 31, 2007 (the “Agreement”) by and between Targanta Therapeutics Inc., a corporation duly incorporated under the Canada Business Corporations Act having its head office and principal place of business in the City of Montreal, Province of Québec (“Targanta Québec”), Targanta Therapeutics (Ontario) Inc., a corporation duly incorporated under the Canada Business Corporations Act having its head office and principal place of business in the City of Toronto, Province of Ontario (“Targanta Ontario,” with Targanta Québec, the “Canadian Corporations” and, individually, a “Canadian Corporation”), Targanta Therapeutics Corporation, a corporation duly incorporated under the Delaware General Corporation Law having its head office and principal place of business in the City of Indianapolis, Indiana (“Targanta U.S.”) and the Investors parties to this Agreement listed on Schedule A hereto (the “Investors”).
AGREEMENT RE: NON-COMPETITION, NON-SOLICITATION, NON-DISCLOSURE AND OWNERSHIP OF INVENTIONS Executed at Boston, Massachusetts, as of , 20Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Massachusetts
WHEREAS in his/her capacity as an employee of Targanta, the Employee hereby acknowledges that s/he may receive, initiate, contribute to, or come in contact with Confidential Information (as defined hereunder) and that his/her employment may include inventing, discovering, initiating, or contributing to Confidential Information, as an integral part thereof; and
OMNIBUS AMENDMENT TO ASSET PURCHASE AGREEMENT, NOTE ISSUANCE AGREEMENT, AND SENIOR SECURED CONVERTIBLE ACQUISITION NOTE, EACH DATED AS OF DECEMBER 23, 2005Asset Purchase Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware
This Omnibus Amendment (this “Amendment”) to the Asset Purchase Agreement (the “APA”), Note Issuance Agreement (the “NIA”) and Senior Secured Convertible Acquisition Note (the “Note”), each dated as of December 23, 2005 (collectively, the APA, the NIA and the Note, the “Agreements” and each an “Agreement”) is made as of January 31, 2007, by and between Targanta Therapeutics Corporation, a Delaware corporation (“Targanta US”) and InterMune, Inc., a Delaware corporation (“InterMune”).
LEASE AGREEMENT Between American Twine Limited Partnership as Landlord and Targanta Therapeutics Corporation as TenantLease Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Massachusetts
ASSET PURCHASE AGREEMENT by and between INTERMUNE, INC. and TARGANTA THERAPEUTICS CORPORATION dated as of December 23, 2005Asset Purchase Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of December 23, 2005, by and between Targanta Therapeutics Corporation, a Delaware corporation (“Buyer”), and InterMune, Inc., a Delaware corporation (“Seller”).
First Amendment to LeaseTo Lease • May 11th, 2007 • Targanta Therapeutics Corp.
First Amendment made this 4th day of May, 2007 by and between Targanta Therapeutics Corporation (“Tenant”) and American Twine Limited Partnership (“Landlord”)
SENIOR SECURED CONVERTIBLE ACQUISITION NOTETarganta Therapeutics Corp. • May 11th, 2007 • Delaware
FOR VALUE RECEIVED, the undersigned, TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation (together with its permitted successors and assigns, the “Purchaser”), hereby executes this Senior Secured Convertible Acquisition Note (the “Note”) and unconditionally promises to pay to the order of INTERMUNE, INC., a Delaware corporation (together with its permitted successors and assigns, the “Holder”), the principal sum of THIRTEEN MILLION U.S. DOLLARS (U.S. $13,000,000), subject to adjustment as set forth herein, on the Maturity Date (as defined below), unless earlier paid or converted in accordance with the terms hereof and as specified in Section 2.01 of that certain Note Issuance Agreement dated as of the date hereof (the “Note Issuance Agreement”) by and between Purchaser and Holder. Capitalized terms used herein and not otherwise defined shall have the meanings they were assigned to have in the Note Issuance Agreement.
