0001193125-11-208455 Sample Contracts

Harbor BioSciences, Inc. and American Stock Transfer and Trust Company, LLC as Rights Agent Second Amended and Restated Rights Agreement Dated as of July 29, 2011 (original Rights Agreement dated as of November 15, 1999)
Rights Agreement • August 3rd, 2011 • Harbor BioSciences, Inc. • Pharmaceutical preparations • Delaware

This Second Amended and Restated Rights Agreement (“Agreement”), is entered into on July 29, 2011 and is an amendment and restatement of the Rights Agreement dated as of November 15, 1999, as previously amended on October 13, 2009, between HARBOR BIOSCIENCES, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC (“Rights Agent”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 3rd, 2011 • Harbor BioSciences, Inc. • Pharmaceutical preparations • Delaware

This Stock Purchase Agreement (this “Agreement”), dated as of July 28, 2011, is entered into by and between Harbor BioSciences, Inc., a Delaware corporation (the “Company”), and Amun LLC, a Delaware limited liability company (including its successors and assigns, the “Purchaser”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 3rd, 2011 • Harbor BioSciences, Inc. • Pharmaceutical preparations • Delaware

STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of July 28, 2011, among Harbor BioSciences, Inc., a Delaware corporation (the “Company”), Amun LLC a Delaware limited liability company (“Amun”), and any other stockholder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. Amun and the other parties who become a party hereto are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”

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