FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of [—], 2014 (this “Agreement”), is entered into by and between SCYNEXIS, INC., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/EXECUTIVE OFFICER] (the “Indemnitee”).
TERMINATION AND LICENSE AGREEMENTTermination and License Agreement • March 19th, 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”).
AMENDED and RESTATED LICENSE, DEVELOPMENT & COMMERCIALIZATION AGREEMENT Between SCYNEXIS, Inc. And ELANCO ANIMAL HEALTH, a division of ELI LILLY AND COMPANYCommercialization Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations
This AMENDED and RESTATED LICENSE, DEVELOPMENT & COMMERCIALIZATION AGREEMENT (this “Agreement”) is made and effective as of the last date of signature hereto (the “New Effective Date”) by and between:
ContractAgreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • North Carolina
[*] = 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.
Guarantee Extension AgreementBoard Observation Rights Agreement • March 19th, 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 • March 19th, 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”).
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT BETWEEN R-PHARM, CJSC AND SCYNEXIS, INC. DATED AS OF August 1st, 2013And Supply Agreement • March 19th, 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”).
LICENSE AGREEMENTLicense Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • North Carolina
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into as of August 7th, 2012 (the “Effective Date”) by and between SCYNEXIS, INC., a Delaware corporation having its principal place of business at 3501C Tricenter Boulevard, Durham, NC 27713 USA (“Licensor”), and Dechra Ltd of Dechra House, Jamage Industrial Estate, Talke Pits, Stoke-on-Trent, ST7 1XW, United Kingdom (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Dated May 10, 2005 - and - Exclusive World-wide Licence AgreementAgreement • March 19th, 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.
SCYNEXIS, INC. SERIES C-2 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • New York
This SERIES C-2 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 11, 2008, by and among Scynexis, Inc., a Delaware corporation formerly known as ScyRex, Inc. and as SCYNEXIS Chemistry & Automation, Inc. (“SCYNEXIS” or the “Company”), Merial Limited, a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at PO Box 327, Sandringham House, Sandringham Avenue, Harlow Business Park, Harlow, Essex CM19 5TG, England, and domesticated in Delaware, USA as Merial LLC (“Merial”) and S.R. One, Limited (“SR One” and, together with Merial, the “Investors”).
SCYNEXIS, Inc.Scynexis Inc • March 19th, 2014 • Pharmaceutical preparations
In order to further induce sanofi-aventis, a French Société Anonyme (the “Secured Party”) to enter into the transactions contemplated by the Reimbursement Agreement with SCYNEXIS, Inc., a Delaware corporation (the “Debtor”), and in exchange for the premises, covenants and agreements set forth therein, all of which Debtor recognizes as adequate consideration, the Debtor hereby covenants and agrees that, if the Secured Party has not been released as Guarantor pursuant to, and as defined in, that certain Stand-Alone First Demand Guarantee of even date herewith between HSBC Bank USA, National Association (“HSBC”) and the Secured Party (the “Guarantee Agreement”), prior to Debtor’s receipt of proceeds from any of the following events:
