—] Shares SCYNEXIS, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations • New York
SCYNEXIS, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom RBC Capital Markets, LLC and Canaccord Genuity Inc. are acting as representatives (“you” or the “Representatives”) an aggregate of [—] shares of the Issuer’s Common Stock, $0.001 par value (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to [—] additional shares of the Issuer’s Common Stock (the “Option Securities”) solely to cover over-allotments, as set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations • North Carolina
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), effective as of December 7, 2012 (the “Effective Date”), supercedes and replaces the Employment Agreement dated February 8, 2008 (the “Prior Agreement”) by and between SCYNEXIS, Inc., a Delaware corporation (“Employer” or “Company”) and Michael C. Garrett (“Employee”). Once this Agreement is in effect, the Prior Agreement shall have no further force or effect.
= Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. DEVELOPMENT, LICENSE...And Supply Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this “Agreement”), dated as of August 1st, 2013, is entered into by and between R-Pharm, CJSC, a corporation organized and existing under the laws of the Russian Federation, having offices located at 12 Bld. 1, Nagorny Proezd, Moscow, Russian Federation (“R-Pharm”), and Scynexis, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices located at 3501C Tricenter Boulevard, Durham North Carolina, USA 27713 (“Scynexis”).
SCYNEXIS, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations • Delaware
TERMINATION AND LICENSE AGREEMENTTermination and License Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations • New Jersey
This Termination and License Agreement (the “Agreement”) is made and entered into as of May 24, 2013 (the “Effective Date”) by and between Merck Sharp & Dohme Corp., a New Jersey corporation with a principal place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”) and Scynexis, Inc., a Delaware corporation with a principal place of business at 3501 C Tricenter Boulevard, Durham, NC 27713 (“Scynexis”) (each individually a “Party” and, collectively, the “Parties”).
Guarantee Extension AgreementBoard Observation Rights Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations • North Carolina
This Guarantee Extension Agreement (this “Agreement”) dated as of 5 March 2013 (the “Guarantee Extension Agreement Effective Date”), is made and entered into between Sanofi, a French Société Anonyme (“Sanofi”) and Scynexis, Inc., a Delaware corporation (“Scynexis”, together with Sanofi, the “Parties”).
RESEARCH SERVICES AGREEMENTResearch Services Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations
This Research Services Agreement (this “Agreement”) is dated as of December 19, 2011 (the “Effective Date”), and is by and between MERIAL Limited, a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at P.O. Box 327, Sandringham House, Sandringham Avenue, Harlow Business Park, Harlow, Essex CM19 5QA, England, and domesticated in Delaware, USA as MERIAL LLC, and having a place of business at 3239 Satellite Boulevard, Bldg. 500, Duluth, Georgia 30096 USA, on behalf of itself and any of its subsidiaries and/or Affiliates (hereinafter, “MERIAL”), and SCYNEXIS, Inc., a Delaware corporation having a place of business at 3501 C Tricenter Boulevard, Durham, NC 27713 (hereinafter, “SCYNEXIS”).
Dated May 10, 2005 - and - Exclusive World-wide Licence AgreementAgreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
PATENT ASSIGNMENTPatent Assignment • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations
THIS PATENT ASSIGNMENT is executed by Merck Sharp & Dohme Corp., a New Jersey corporation with a principal place of business at One Merck Drive, Whitehouse Station, New Jersey 08889 (“Assignor”) for the benefit of Scynexis, Inc., a Delaware corporation with a principal place of business at 3501 C Tricenter Boulevard, Durham, NC 27713 (“Assignee”).
LOCK-UP AGREEMENTLock-Up Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations
REIMBURSEMENT AGREEMENT; GENERAL SECURITY AGREEMENTReimbursement Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations • North Carolina
This Reimbursement Agreement; General Security Agreement (this “Agreement”) is entered into as of April 9, 2010 (“Effective Date”) by and between SCYNEXIS, Inc., a Delaware corporation (“Debtor”), and sanofi-aventis, a French Société Anonyme (“Secured Party”). In consideration of the premises, covenants, and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
