LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 17th, 2013 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of September 30, 2013 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SVB in its capacity as a Lender and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”) (each a “Lender” and collectively, the “Lenders”), and CYMABAY THERAPEUTICS, INC., a Delaware corporation with offices located at 3876 Bay Center Place, Hayward, CA 94545 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
CYMABAY THERAPEUTICS, INC. INDEMNITY AGREEMENTIndemnity Agreement • October 17th, 2013 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made and entered into this day of , 20 by and between CYMABAY THERAPEUTICS, INC., a Delaware corporation (the “Corporation”), and (“Agent”).
DEVELOPMENT AND CLINICAL MANUFACTURE AGREEMENTDevelopment and Clinical Manufacture Agreement • October 17th, 2013 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • New York
This Development and Clinical Manufacture Agreement (the “Agreement”) is made and entered into as of 30 April 2012 (the “Effective Date”) by and between METABOLEX, Inc., a Delaware corporation with its principal place of business located at 3876 Bay Center Place, Hayward, California 94545 (“METABOLEX”) and SIEGFRIED AG, a Swiss Company, with its principal address place of business located at Untere Brühlstrasse 4, Zofingen CH4800 Switzerland (“SIEGFRIED”). METABOLEX and SIEGFRIED may be referred to herein individually as a “Party” or collectively as the “Parties”.
LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • October 17th, 2013 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LICENSE AND DEVELOPMENT AGREEMENT is made and entered into as of June 30, 1998 (the “Effective Date”) by and between METABOLEX, INC., a Delaware corporation with a place of business at 3876 Bay Center Place, Hayward, CA 94545 (“Metabolex”), and DIATEX, INC., a Texas corporation with a place of business at 105 Elm Spring Lane, San Antonio, TX 78231 (“DiaTex”). Metabolex and DiaTex may be referred to herein as a “Party” or, collectively, as “Parties.”
DEVELOPMENT AND CLINICAL MANUFACTURE AGREEMENTDevelopment and Clinical Manufacture Agreement • October 17th, 2013 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • New York
This Development and Clinical Manufacture Agreement (the “Agreement”) is made and entered into as of June 5, 2012 (the “Effective Date”) by and between Metabolex, Inc., a Delaware corporation with its principal place of business located at 3876 Bay Center Place, Hayward, California 94545 (“Metabolex”) and Patheon Inc., a Canadian company with its principal place of business located at 2100 Syntex Court, Mississauga, Ontario, L5N 7K9, Canada (“Patheon”). Metabolex and Patheon may be referred to herein individually as a “Party” or collectively as the “Parties”.
METRICS, INC. STANDARD DEVELOPMENT AGREEMENTDevelopment Agreement • October 17th, 2013 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT, effective as of October 31, 2006, by and between Metrics, Inc., a North Carolina corporation, having a principal place of business at 1240 Sugg Parkway, Greenville, NC 27834 (“METRICS”), and Metabolex, Inc., a Delaware corporation, having a principal place of business at 3876 Bay Center Place, Hayward, CA 94545 (“COMPANY”).
FIRST AMENDMENTFirst Amendment • October 17th, 2013 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment (the “First Amendment”), dated April 15, 1999, (“Effective Date of this First Amendment”) entered by and between METABOLEX, INC., a Delaware corporation with a place of business at 3876 Bay Center Place, Hayward, CA 94545 (“Metabolex”), and DIATEX, INC., a Texas corporation with a place of business at 105 Elm Spring Lane, San Antonio, TX 78231 (“DiaTex”) amends the License and Development Agreement by and between the same Parties, dated June 30, 1998 (the “Agreement”). Metabolex and DiaTex may be referred to herein as a “Party” or, collectively, as “Parties.”
Re: Resignation AgreementResignation Agreement • October 17th, 2013 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • California
This letter sets forth the substance of the Resignation Agreement (the “Agreement”) that Metabolex, Inc. (the “Company”) is offering you as an alternative to the proposed Termination Agreement of today’s date.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2013 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • New York
This Agreement is made in connection with the offering contemplated by (i) the Securities Purchase Agreement dated as of the date hereof among the Company and certain purchasers (the “Purchase Agreement”), (ii) the several Subscription Agreements between the Company, on the one hand, and certain subscribers, on the other hand (the “Subscription Agreement”), and, (iii) if applicable, the Institutional Purchase Agreement (as defined in the Subscription Agreement) by and among the Company and certain purchasers (the Purchase Agreement, Subscription Agreement and Institutional Purchase Agreement shall collectively be referred to herein as the “Applicable Agreements”).
