Cooley Sample Contracts

You On Demand Holdings Inc – Amended and Restated Subscription Agreement (August 10th, 2018)

This Amended and Restated Subscription Agreement (this "Agreement"), is made by and between SEVEN STARS CLOUD GROUP, INC., a Nevada corporation (the "Company") and GT DOLLAR PTE. LTD., a Singaporean corporation ("Subscriber") as of the date this Agreement is accepted by the Company, as set forth on the Company's signature page hereto.

Celladon Corp – Second Amendment to Loan and Security Agreement (August 10th, 2018)

THIS SECOND AMENDMENT to Loan and Security Agreement (this "Amendment") is entered into as of May 11, 2018, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time including Oxford in its capacity as a Lender (each a "Lender" and collectively, the "Lenders"), and EIGER BIOPHARMACEUTICALS, INC., a Delaware corporation ("Parent"), EB Pharma, LLC, a Delaware limited liability company ("EB Pharma") and EBPI Merger, Inc., a Delaware corporation ("EBPI"), each with offices located at 2155 Park Blvd., Palo Alto, CA 94306 (Parent, EB Pharma and EBPI, individually and collectively, jointly and severally, "Borrower").

Roku, Inc – ROKU, Inc. Stock Option Grant Notice (2017 Equity Incentive Plan) (August 10th, 2018)

Roku, Inc. (the "Company"), pursuant to its 2017 Equity Incentive Plan (the "Plan"), hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this stock option grant notice (this "Stock Option Grant Notice"), in the Option Agreement, , including any special terms and conditions for Optionholder's country set forth in the appendix attached to the Option Agreement as Exhibit A (the "Appendix" and, together with the Option Agreement, the "Agreement"), the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Agreement. If there is any conflict between the terms herein and the Plan, the terms of the Plan will control.

Tocagen Inc – Amended and Restated Loan and Security Agreement (August 9th, 2018)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this "Agreement") dated as of May 18, 2018 (the "Effective Date") among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), 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 Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 ("Bank" or "SVB") (each a "Lender" and collectively, the "Lenders"), and TOCAGEN INC., a Delaware corporation with offices located at 3030 Bunker Hill Street, Suite 230, San Diego, CA 92109 ("Borrower"), amends and restates in its entirety that certain Loan and Security Agreement dates as of October 30, 2015 by and among Collateral

Denali Therapeutics Inc. – SHARE PURCHASE AGREEMENT Relating to the Entire Issued Share Capital of F-Star GAMMA LIMITED (August 9th, 2018)
Tocagen Inc – Contract (August 9th, 2018)

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.

Tocagen Inc – Contract (August 9th, 2018)

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.

Tocagen Inc – Contract (August 9th, 2018)

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.

Tocagen Inc – Contract (August 9th, 2018)

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.

Denali Therapeutics Inc. – AMENDED AND RESTATED GAMMA IP LICENCE AGREEMENT Among F-Star BIOTECHNOLOGY LIMITED, and F-Star GAMMA LIMITED, Dated as of 24 August 2016 (August 9th, 2018)

THIS AMENDED AND RESTATED LICENSE AGREEMENT is made and entered into effective as of 24 August 2016 (the "Effective Date") by and between

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among: OvaScience, Inc., a Delaware Corporation; Orion Merger Sub, Inc., a Delaware Corporation; And Millendo Therapeutics, Inc., a Delaware Corporation Dated as of August 8, 2018 (August 9th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is made and entered into as of August 8, 2018, by and among OVASCIENCE, INC., a Delaware corporation (Orion); ORION MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Orion (Merger Sub), and MILLENDO THERAPEUTICS, INC., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Contract (August 9th, 2018)

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Q2 Holdings, Inc. – Agreement and Plan of Merger by and Among Q2 Software, Inc. Montana Merger Subsidiary, Inc. Cloud Lending, Inc. And Fortis Advisors Llc, as Equityholder Representative August 6, 2018 (August 8th, 2018)
Spark Therapeutics, Inc. – Asset Purchase Agreement by and Between Jazz Pharmaceuticals Ireland Limited and Spark Therapeutics, Inc. (August 8th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 30, 2018 (the "Effective Date"), by and between JAZZ PHARMACEUTICALS IRELAND LIMITED ("Buyer") and SPARK THERAPEUTICS, INC. ("Seller"). Buyer and Seller may hereinafter be referred to individually as a "Party" and collectively as the "Parties".

Aquinox Pharmaceuticals, Inc – EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT by and Between AQUINOX PHARMACEUTICALS (CANADA), INC. And ASTELLAS US LLC (August 8th, 2018)

This EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT (this Agreement) effective as of May , 2018 (the Effective Date), is by and between Aquinox Pharmaceuticals (Canada) Inc., a corporation organized and existing under the laws of Canada, with an address at 450-887 Great Northern Way, Vancouver, B.C., Canada V5T 4T5 (Aquinox) and ASTELLAS US LLC, a company organized and existing under the laws of Illinois, with an address at 1 Astellas Way, Northbrook, Illinois 60062, U.S.A. (Astellas). Aquinox and Astellas may be referred to herein each as a Party and collectively as the Parties.

Madison Gas & Electric Co – Indenture of Mortgage (August 7th, 2018)

A part of the Northwest quarter of the Southeast quarter, Section 18, Town 7 North, Range 9 East (Town of Madison), more fully described as follows: Beginning at a point which is South 1 degree West 507.8 feet and South 39 degrees East 165.25 feet from the Northwest corner of the said Northwest quarter of the Southeast quarter; thence North 51 degrees East 179.2. feet; thence South 45 degrees 53 minutes East 325.6 feet to the center line of a public highway; hence South 49 degrees 07 minutes West along said center line 287.6 feet to the center line of the concrete pavement on U. S. Highway #12; thence North 39 degrees West along the center line of said pavement 333.1 feet; thence North 51 degrees East 70 feet to the point of beginning, said area being parts of Lots 15, 16 and Outlot A of the recorded plat of Block 2, Spring Harbor and contains 2.04 acres, subject, however, to existing easements for right of way purposes along the Southwest and Southeast sides thereof, being the same pr

Axovant Sciences Ltd. – Share Purchase Agreement (August 7th, 2018)

THIS SHARE PURCHASE AGREEMENT ("Agreement"), dated as of June 5, 2018, is made by and between ROIVANT SCIENCES LTD. (the "Investor"), a Bermuda exempted company, with its principal place of business at Suite 1, 3rd Floor, 11-12 St. James's Square, London SW1Y 4LB, United Kingdom, and AXOVANT SCIENCES LTD. (the "Company"), a Bermuda exempted company, with its principal place of business at Suite 1, 3rd Floor, 11-12 St. James's Square, London SW1Y 4LB, United Kingdom. The Investor and the Company are collectively referred to as "the Parties."

Loan and Security Agreement (August 7th, 2018)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of May 7, 2018 (the "Effective Date") among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94105 ("Bank"), and (b) (i) XOMA CORPORATION, a Delaware corporation ("XOMA"), (ii) XOMA (US) LLC, a Delaware limited liability company ("XOMA US"), and (iii) XOMA TECHNOLOGY LTD., a Bermuda exempted company ("Bermuda Borrower"; together with XOMA and XOMA US, individually and collectively, jointly and severally, the "Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Cara Therapeutics – License Agreement (August 7th, 2018)

This License Agreement (the "Agreement") is entered into as of May 17, 2018 (the "Effective Date"), by and between Cara Therapeutics, Inc., a corporation organized and existing under the laws of Delaware and having an office located at offices at 4 Stamford Plaza,107 Elm Street, 9th Floor Stamford, CT 06902 ("Cara"), and Vifor Fresenius Medical Care Renal Pharma Ltd., a corporation organized and existing under the laws of Switzerland and having an office located at Rechenstrasse 37, CH-9014 St. Gallen, Switzerland ("VFMCRP").

AMENDMENT No. 2, Dated as of June 7, 2018 (This "Amendment"), to the Credit Agreement, Dated as of June 18, 2015, by and Among Jazz Pharmaceuticals Public Limited Company, a Public Limited Company Organized Under the Laws of Ireland ("Parent"), Jazz Securities Designated Activity Company (F/K/a Jazz Securities Limited), a Section 110 Designated Activity Company Incorporated Under the Laws of Ireland (The "Lead Borrower"), Jazz Pharmaceuticals, Inc., a Delaware Corporation (The "U.S. Borrower"), Jazz Financing I Designated Activity Company (F/K/a Jazz Financing I Limited), a Designated Activity (August 7th, 2018)

This Credit Agreement, dated June 18, 2015 (as amended by Amendment No. 1, dated July 12, 2016, as amended by Amendment No. 2, dated June 7, 2018, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Agreement"), by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland ("Parent"), Jazz Securities Designated Activity Company (f/k/a Jazz Securities Limited), a Section 110 designated activity company incorporated under the laws of Ireland (the "Lead Borrower"), Jazz Pharmaceuticals, Inc., a Delaware corporation (the "U.S. Borrower"), Jazz Financing I Designated Activity Company (f/k/a Jazz Financing I Limited), a designated activity company incorporated under the laws of Ireland ("Jazz Financing I"), Jazz Pharmaceuticals Ireland Limited, a company incorporated under the laws of Ireland ("Jazz Ireland"), the Lenders (as hereinafter defined) and Bank of America, N.A.

Bellicum Pharmaceuticals, Inc – Bellicum Pharmaceuticals, Inc. Employment Agreement (August 7th, 2018)

This EMPLOYMENT AGREEMENT, dated as of January 19, 2018, is by and between Bellicum Pharmaceuticals, Inc. a Delaware corporation (the "Company"), having an office at 2130 West Holcombe Boulevard, Suite 800, Houston, Texas 77030 and Shane Ward (the "Executive").

Contract (August 7th, 2018)

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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and Among: PARKER PRIVATE HOLDINGS II, LLC, PARKER PRIVATE MERGER SUB, INC. And AUGUST 5, 2018 (August 6th, 2018)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of August 5, 2018 (the "Agreement Date") by and among Parker Private Holdings II, LLC, a Delaware limited liability company ("Parent"), Parker Private Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Web.com Group, Inc., a Delaware corporation (the "Company"), amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of June 20, 2018, by and among the parties hereto (the "Original Agreement"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

BeiGene, Ltd. – Beigene, Ltd. (August 3rd, 2018)

As Joint Global Coordinators (as defined herein) and representatives of the International Underwriters (as defined herein)

Airxpanders Inc – Class a Common STOCK PURCHASE AGREEMENT (August 2nd, 2018)

This Common Stock Purchase Agreement (this "Agreement") is made as of August 2, 2018, by and between AirXpanders, Inc., a Delaware corporation (the "Company"), Mr. Barry Cheskin ("Cheskin"), and the purchasers set forth on the Schedule of Purchasers (together with Cheskin, each a "Purchaser" and collectively, the "Purchasers").

Agreement and Plan of Merger (August 1st, 2018)
Airxpanders Inc – Contract (July 31st, 2018)

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 SECTION 5.3 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.

BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (July 31st, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:

Docusign Inc – AGREEMENT AND PLAN OF MERGER by and Among DOCUSIGN, INC., SPARROW MERGER SUB, INC., SPRINGCM INC., AND TF CORPORATE SERVICES LLC as Stockholders Representative July 31, 2018 (July 31st, 2018)
Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. AGREEMENT AND PLAN OF MERGER by and Among PTC THERAPEUTICS, INC., AGILITY MERGER SUB, INC., AGILIS BIOTHERAPEUTICS, INC., And, SOLELY IN ITS CAPACITY AS COMPANY EQUITYHOLDER REPRESENTATIVE, SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of July 19, 2018 (July 19th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of July 19, 2018, by and among: PTC THERAPEUTICS, INC., a Delaware corporation (the Buyer); AGILITY MERGER SUB, INC., a Delaware corporation and a wholly owned, indirect subsidiary of the Buyer (the Transitory Subsidiary); AGILIS BIOTHERAPEUTICS, INC., a Delaware corporation (the Company); and, solely in such Persons capacity as the representative, agent and attorney-in-fact of the Company Equityholders, Shareholder Representative Services LLC, a Colorado limited liability company (the Company Equityholder Representative).

BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (July 19th, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:

Oncobiologics, Inc. – Exchange Agreement (July 19th, 2018)

This EXCHANGE AGREEMENT (this "Agreement"), dated as of July 18, 2018, is entered into by and between Oncobiologics, Inc., a Delaware corporation (the "Company"), and GMS Tenshi Holdings Pte. Limited, a Singapore private limited company ("Investor").

Tilray, Inc. – Tilray, Inc. Class 2 Common Stock, Par Value U.S. $0.0001 Per Share Canadian Underwriting Agreement (July 17th, 2018)

BMO Nesbitt Burns Inc. (the Representative), together with Eight Capital (and together with the Representative, the Underwriters, and each individually, an Underwriter), understand that Tilray, Inc., a Delaware corporation (the Corporation), proposes to issue and sell to the Underwriters * shares (the Firm Shares) of Class 2 common stock, par value U.S. $0.0001 per share, in the capital of the Corporation (Subordinate Voting Shares) which Firm Shares and any Optional Shares (as defined below) shall have the material attributes described in and contemplated by the Final Base PREP Prospectus (as defined below).

Contract (July 17th, 2018)
MonoSol Rx, Inc. – Common Stock, $0.001 Par Value Per Share UNDERWRITING AGREEMENT (July 16th, 2018)