ContractElixir Pharmaceuticals, Inc. • October 25th, 2007 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. NO SALE OR OTHER TRANSFER OF THIS WARRANT OR ANY SUCH SHARES OF CAPITAL STOCK MAY BE EFFECTED WITHOUT (i) A REGISTRATION STATEMENT RELATED THERETO SHALL BE EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE “BLUE SKY” LAWS, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
LICENSE AGREEMENT ON MITIGLINIDE BETWEEN KISSEI PHARMACEUTICAL CO LTD AND ELIXIR PHARMACEUTICALS, INCLicense Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into on the Effective Date (as defined below) by and between Kissei Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its registered office at 19-48, Yoshino, Matsumoto-City, Nagano- Prefecture 399-8710, Japan (“Kissei”) and Elixir Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of Delaware, USA, and having its principal place of business at One Kendall Square, Building 1000, Fifth Floor, Cambridge, Massachusetts 02139, USA (“Elixir”). Each of Kissei and Elixir is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
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...Stock Restriction Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Compton Overseas Investment Ltd., 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, 69,083 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. COMMON STOCK PURCHASE WARRANT Expiration Date: September 30, 2010Elixir Pharmaceuticals, Inc. • October 25th, 2007 • Pharmaceutical preparations • Delaware
This Warrant is issued pursuant to a certain Agency Agreement (the “Agency Agreement”), dated as of September 4, 2003, by and among the Company and the Holder, a copy of which is on file at the principal office of the Company.
LEASE DATED: AS OF JANUARY 16, 2002 MASSACHUSETTS INSTITUTE OF TECHNOLOGY, LESSOR CENTAGENETIX, INC., LESSEELease • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE is made as of the 16th day of January 2002 by and between MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a Massachusetts educational corporation with a place of business at 238 Main Street, Cambridge, Massachusetts 02142 (“Lessor”). and CENTAGENETIX, INC., a Delaware corporation with a place of business at 20 Hampdon Street, Boston, MA 02119 (“Lessee”).
ELIXIR PHARMACEUTICALS, INC. CONSULTING AGREEMENTConsulting Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (“Agreement”) effective October 20, 2006 (the “Effective Date”) is made between Elixir Pharmaceuticals, Inc. (the “Company”), with an office at 12 Emily Street, Cambridge, MA 02139 and Stack Pharmaceuticals, Inc. (the “Consultant”), with an office at 5 Sylvan Way, Parsippany, NJ 07054 for the purpose of setting forth the exclusive terms and conditions by which Company desires to acquire Consultant’s services on a temporary basis.
SERVICES AGREEMENTServices Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
SERVICES AGREEMENT effective as of March 1, 2007 among Elixir Pharmaceuticals, Inc. (the “Company”), MPM Asset Management, LLC (“MPM”), and John McDonald (“Contractor”).
SERVICES AGREEMENTServices Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This SERVICES AGREEMENT is effective as of October 1, 2007 (the “Effective Date”) among Elixir Pharmaceuticals, Inc. (the “Company”), MPM Asset Management, LLC (“MPM”), and Dr. Elizabeth Stoner (“Contractor”).
WARRANT TO PURCHASE STOCKElixir Pharmaceuticals, Inc. • October 25th, 2007 • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT, in consideration of the covenants set forth in the Loan and Security Agreement between CENTAGENETIX, INC. (the “Company”) and COMERICA BANK - CALIFORNIA or its assignee (“Holder”) of even date herewith, which constitutes good and valuable consideration the receipt of which is hereby acknowledged, Holder is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of Centagenetix, Inc. (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant.
FIRST AMENDMENT TO LEASELease • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS FIRST AMENDMENT TO LEASE (the “First Amendment”) is entered into as of the 30th day of August, 2005, by and between Massachusetts Institute of Technology, a Massachusetts education corporation (“Lessor”), with an address of 238 Main Street, Cambridge, Massachusetts 02142 and Elixir Pharmaceuticals, Inc., a Delaware corporation and successor-in-interest to Centagenetix, Inc. (“Lessee”), with an address of 1 Kendall Square, Building 100, Cambridge, Massachusetts 02139.
SECOND AMENDMENT TO LEASELease • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is entered into as of the 12th day of October, 2006, by and between Massachusetts Institute of Technology, a Massachusetts education corporation (“Lessor”), with an address of 238 Main Street, Cambridge, Massachusetts 02142 and Elixir Pharmaceuticals, Inc., a Delaware corporation and successor-in-interest to Centagenetix, Inc. (“Lessee”), with an address of 1 Kendall Square, Building 1000, Cambridge, Massachusetts 02139.
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 25th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 13th day of September, 2007, by and among ELIXIR PHARMACEUTICALS, INC. (“Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (collectively, the “Lender”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
