ContractWarrant Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT AND IN SECTION 4 OF THE SECOND AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT DATED AS OF JUNE...Elixir Pharmaceuticals Inc • September 21st, 2007 • Delaware
Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on June 19, 2013, shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $0.01 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
ContractWarrant Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
CONSULTANT AGREEMENTConsultant Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
THIS CONSULTANT AGREEMENT (“Agreement”) dated as of January 30, 2004, is made between Elixir Pharmaceuticals, Inc. (the “Company”), with an office at One Kendall Square, Building 1000, Fifth Floor, Cambridge, MA 02139, and Vaughn Kailian (the “Consultant”), with an office at Deerhaven Partners, P.O. Box 70,1100 Fitzpatrick Lane, Bodega, CA 94922, for the purpose of setting forth the exclusive terms and conditions by which Company desires to acquire Consultant’s services on a temporary basis.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT AND IN SECTION 4 OF THE THIRD AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT DATED AS OF...Stock Restriction Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Delaware
Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on September 4, 2014, shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $0.01 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
Elixir Pharmaceuticals, Inc. Incentive Stock Option Agreement Granted Under 2001 Stock Incentive Plan as amendedIncentive Stock Option Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
SECOND AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 4, 2007, is by and among (a) Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (b) the individuals and entities identified as Purchasers (the “Series A Purchasers”) in that certain Series A Convertible Preferred Stock Purchase Agreement, dated as of December 29, 2000, by and among the Company and the Purchasers thereto (the “Series A Purchase Agreement”), which Series A Purchasers are listed on Schedule I below, (c) each of the holders of Founders Stock named herein (the “Founders”), which Founders are listed on Schedule II below, (d) the individuals and entities identified as Purchasers (the “Series B Purchasers”) in that certain Series B Convertible Preferred Stock Purchase Agreement, dated as of February 4, 2003, by and among the Company and the Purchasers thereto, as amended by those Amendments Nos. 1, 2 and 3, dated as of July 9, 2003, September 24, 2003 and
AGENCY AGREEMENTAgency Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
ELIXIR PHARMACEUTICALS, INC. CONSULTATION AND CLINICAL ADVISORY BOARD AGREEMENTConsultation and Clinical Advisory Board Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
This Consultation and Clinical Advisory Board Agreement (the “Agreement”), dated as of June 4, 2003 (the “Effective Date”), is made between Elixir Pharmaceuticals, Inc., a Delaware corporation having a place of business at One Kendall Square, Building 1000 Fifth Floor, Cambridge, MA 02139 (the “Company”), and Bennett Shapiro (“Advisor”).
ELIXIR PHARMACEUTICALS, INC. CONSULTING AGREEMENTConsulting Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
THIS CONSULTING AGREEMENT (“Agreement”) dated October 1, 2006 (the “Effective Date”) is made between Elixir Pharmaceuticals, Inc. (the “Company”), with an office at One Kendall Square, Cambridge, MA 02139 and Bennett Shapiro, M.D. (the “Consultant”) of P.O. Box 777, 2632 North River Road, New Hope, PA 18938 for the purpose of setting forth the exclusive terms and conditions by which Company desires to acquire Consultant’s services on a temporary basis.
Elixir Pharmaceuticals, Inc. Nonstatutory Stock Option Agreement Granted Under 2001 Stock Incentive Plan, as amendedStock Option Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
LOAN AND SECURITY AGREEMENTJoinder Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of November 21, 2006, and is entered into by and among (i) ELIXIR PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), and (ii) HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (collectively, the “Lender”).
CONSULTING AGREEMENTConsulting Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made as of March 30, 2001 is entered into by Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Cynthia Kenyon, Ph.D., residing at 4366 25th Street, San Francisco, CA 94114 (the “Consultant”).
