Cooley Sample Contracts

Avedro Inc – Patent License and Purchase Agreement (January 18th, 2019)
Securities Purchase Agreement (January 18th, 2019)

This Securities Purchase Agreement (this "Agreement") is dated as of January 18, 2019, between Biocept, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Avedro Inc – CREDIT AGREEMENT Dated as of March 20, 2017 by and Between AVEDRO, INC., as the Borrower, and ORBIMED ROYALTY OPPORTUNITIES II, LP, as the Lender (January 18th, 2019)
Avedro Inc – Avedro, Inc. Seventh Amended and Restated Investors Rights Agreement (January 18th, 2019)
Avedro Inc – Northwest Park Office Lease by and Between Nwp Building 32 Llc (As Landlord) and Avedro, Inc. (As Tenant) for Premises at 30 North Avenue Burlington, Massachusetts (January 18th, 2019)
Nivalis Therapeutics, Inc. – Registration Rights Agreement (January 16th, 2019)
Nivalis Therapeutics, Inc. – Securities Purchase Agreement (January 16th, 2019)
Cirius Therapeutics, Inc. – OFFICE BUILDING LEASE BETWEEN DMCP 72 OWNER, LLC, a Delaware Limited Liability Company (AS LANDLORD) AND CIRIUS THERAPEUTICS, INC., a Delaware Corporation (AS TENANT) April 25, 2017 12651 High Bluff Drive San Diego, California (January 11th, 2019)
Poseida Therapeutics, Inc. – License Agreement (January 4th, 2019)
Distribution Agreement (January 4th, 2019)
Poseida Therapeutics, Inc. – Asset Contribution Agreement (January 4th, 2019)
Poseida Therapeutics, Inc. – This Warrant and the Shares Issuable Hereunder Have Not Been Registered Under the Securities Act of 1933, as Amended (The Act), or the Securities Laws of Any State And, Except as Set Forth in Sections 5.3 and 5.4 Below, May Not Be Offered, Sold, Pledged or Otherwise Transferred Unless and Until Registered Under Said Act and Laws Or, in the Opinion of Legal Counsel in Form and Substance Satisfactory to the Company, Such Offer, Sale, Pledge or Other Transfer Is Exempt From Such Registration. (January 4th, 2019)
Poseida Therapeutics, Inc. – Summary of Basic Lease Information (January 4th, 2019)
Poseida Therapeutics, Inc. – Loan and Security Agreement (January 4th, 2019)
Poseida Therapeutics, Inc. – Warrant to Purchase Stock (January 4th, 2019)
Poseida Therapeutics, Inc. – Poseida Therapeutics, Inc. Amended and Restated Investors Rights Agreement (January 4th, 2019)
Poseida Therapeutics, Inc. – Contract (January 4th, 2019)
Poseida Therapeutics, Inc. – Contract (January 4th, 2019)
Targeted Genetics Corporation – Contract (January 4th, 2019)
Class 1 Common Stock Purchase Agreement (January 3rd, 2019)

This Common Stock Purchase Agreement (the "Agreement") is made as of January 2, 2019 by and between Vmoso, Inc., a Delaware corporation (the "Company") and Dr. Pehong Chen ("Purchaser"). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference.

Registration Rights Agreement (January 3rd, 2019)
Series a Preferred Stock Purchase Agreement (January 3rd, 2019)

This Series A Preferred Stock Purchase Agreement (the "Agreement") is made as of January 2, 2019 by and between Vmoso, Inc., a Delaware corporation (the "Company") and BroadVision, Inc. ("Purchaser"). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference.

Open Market Sale Agreementsm (December 28th, 2018)
Harpoon Therapeutics, Inc. – Contract (December 27th, 2018)
MINDBODY, Inc. – Contract (December 26th, 2018)
Cue Biopharma, Inc. – Contract (December 26th, 2018)
Aptevo Therapeutics Inc. – Purchase Agreement (December 24th, 2018)

THIS PURCHASE AGREEMENT (the "Agreement"), dated as of December 20, 2018 (the "Execution Date"), is entered into by and between APTEVO THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor"). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.

Aptevo Therapeutics Inc. – Registration Rights Agreement (December 24th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 20, 2018, by and between APTEVO THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Mcewen Mining Inc – Contract (December 21st, 2018)
Contract (December 21st, 2018)
TEKMIRA PHARMACEUTICALS Corp – Contract (December 20th, 2018)
Orgenesis Inc – Contract (December 20th, 2018)
Neighborhood Connections – Asset Purchase Agreement (December 19th, 2018)

This Asset Purchase Agreement is entered into as of December 17, 2018, by and among ReShape Lifesciences Inc., a Delaware corporation (the "ReShape"), and Apollo Endosurgery, Inc., a Delaware corporation ("Apollo"). Certain capitalized terms used in this Agreement are defined in Exhibit A. ReShape and Apollo are referred to in this Agreement collectively as the "Parties," and individually as a "Party."

ASSET PURCHASE AGREEMENT Among: RESHAPE LIFESCIENCES INC., a Delaware Corporation and APOLLO ENDOSURGERY, INC., a Delaware Corporation (December 19th, 2018)

THIS ASSET PURCHASE AGREEMENT is entered into as of December 17, 2018, by and among RESHAPE LIFESCIENCES INC., a Delaware corporation (the ReShape), and Apollo Endosurgery, Inc., a Delaware corporation (Apollo). Certain capitalized terms used in this Agreement are defined in Exhibit A. ReShape and Apollo are referred to in this Agreement collectively as the Parties, and individually as a Party.

Contract (December 18th, 2018)