Cooley Sample Contracts

Aveo Pharmaceuticals – AVEO PHARMACEUTICALS, INC. Common Stock (Par Value $0.001 Per Share) SALES AGREEMENT (February 16th, 2018)

Aveo Pharmaceuticals, Inc., a Delaware corporation (the Company), confirms its agreement (this Agreement), with Leerink Partners LLC (Leerink), as follows:

Pacific Biosciences Of California – PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 12,500,000 Shares of Common Stock (Par Value $0.001 Per Share) Underwriting Agreement (February 15th, 2018)
Avinger Inc – Series a Preferred Stock Purchase Agreement (February 15th, 2018)

This Series A Preferred Stock Purchase Agreement (this Agreement) is made as of February 14, 2018, by and among CRG Partners III L.P., CRG Partners III - Parallel Fund A L.P., CRG Partners III Parallel Fund B (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III (Cayman) Unlev AIV I L.P. (together, CRG or the Purchasers, with each of the purchasing entities, a Purchaser) and Avinger, Inc., a Delaware corporation (the Company).

Biota Pharmaceuticals Inc. – Settlement Agreement (February 9th, 2018)

This Settlement Agreement (the "Agreement"), dated this 9th day of February, 2018 (the "Effective Date"), is by and among Digirad Corporation ("Digirad") and East Hill Management Company, LLC ("East Hill" and together with Digirad, the "CAS Group"), Aviragen Therapeutics, Inc. ("Aviragen") and Vaxart, Inc. ("Vaxart").

GTx, Inc. – GTX, INC. Common Stock ($0.001 Par Value Per Share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT (February 9th, 2018)

GTx, Inc., a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (Stifel Nicolaus), as sales agent and/or principal (Agent), shares (the Shares) of the Companys common stock, $0.001 par value per share (the Common Stock), having an aggregate offering price of up to $50,000,000.00 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the Agreement). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a Terms Agreement) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

Biota Pharmaceuticals Inc. – Settlement Agreement (February 9th, 2018)

This Settlement Agreement (the "Agreement"), dated this 9th day of February, 2018 (the "Effective Date"), is by and among Digirad Corporation ("Digirad") and East Hill Management Company, LLC ("East Hill" and together with Digirad, the "CAS Group"), Aviragen Therapeutics, Inc. ("Aviragen") and Vaxart, Inc. ("Vaxart").

Pacific DataVision, Inc. – pdvWireless, Inc. Shares of Common Stock (Par Value $0.0001 Per Share) Sales Agreement (February 6th, 2018)
Pacific DataVision, Inc. – pdvWireless, Inc. Shares of Common Stock (Par Value $0.0001 Per Share) Controlled Equity OfferingSM Sales Agreement (February 6th, 2018)
Securities Purchase Agreement (February 5th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of February 4, 2018, between Enphase Energy, Inc., a Delaware corporation (the "Company"), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Phaserx, Inc. – Asset Purchase Agreement (February 1st, 2018)

This Asset Purchase Agreement (the "Agreement") is made and entered into as of January 31, 2018 (the "Effective Date"), by and between Roivant Sciences GmbH ("Buyer"), and PhaseRx, Inc., a Delaware corporation ("Seller," "PhaseRx," or "Debtor"). Buyer and Seller are sometimes referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms used herein without separate parenthetical definition have the meanings ascribed to them in Section 8.13 below.

Purchase and Sale Agreement (February 1st, 2018)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of this 1st day of February, 2018 (the "Effective Date") by and between ASC Devens, LLC, a Delaware limited liability company having an address of 64 Jackson Road, Devens, Massachusetts 01434 ("Seller"), and 64 Jackson, LLC, a Massachusetts limited liability company having an address at 133 Pearl Street, Boston, Massachusetts 02110 ("Purchaser").

Contract (January 31st, 2018)

THIS WARRANT AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS DESCRIBED IN THIS WARRANT.

Contract (January 31st, 2018)

THIS OPTION AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THIS OPTION MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS DESCRIBED IN THIS OPTION.

CREDIT AGREEMENT Dated as of January 31, 2018 Among MEREDITH CORPORATION, as the Borrower, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO FROM TIME TO TIME, and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent RBC CAPITAL MARKETS*, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners and BNP PARIBAS, CAPITAL ONE, NATIONAL ASSOCIATION, FIFTH THIRD BANK, BANKERS TRUST COMPANY, and THE NORTHERN TRUST COMPANY, as Co-Documentation Agents (January 31st, 2018)

CREDIT AGREEMENT, dated as of January 31, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this Agreement), among Meredith Corporation, an Iowa corporation, as borrower (the Borrower), the Subsidiary Guarantors party hereto from time to time, each lender party hereto from time to time (collectively, the Lenders and individually, a Lender) and Royal Bank of Canada (Royal Bank), as Swingline Lender, Administrative Agent and Collateral Agent.

REGISTRATION RIGHTS AGREEMENT BY AND AMONG MEREDITH CORPORATION, KED MDP INVESTMENTS, LLC AND THE OTHER HOLDERS PARTY HERETO Dated as of January 31, 2018 (January 31st, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 31, 2018, is made by and among KED MDP Investments, LLC, a Delaware limited liability company (Purchaser), each other Person that is the permitted holder of record of at least one Share, the Warrant, the Option or any of the Class A Common Stock issued upon the exercise of any Share, the Warrant (or any substitute warrant issued pursuant thereto) or the Option (or any substitute option issued pursuant thereto) (a Holder) who becomes a party hereto by the execution of a Joinder, and Meredith Corporation, an Iowa corporation (the Company and together with Purchaser, any other Holders party hereto, the Parties). As provided in Section 3.1, capitalized terms used herein but not otherwise defined have the meanings specified in the Statement of Designation of Series A Preferred Stock of Meredith Corporation (the Series A Statement of Designation).

Cortendo AB – (Par Value $0.01 Per Share) Underwriting Agreement (January 26th, 2018)
Placement Agency Agreement (January 24th, 2018)
Registration Rights Agreement (January 19th, 2018)

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 12, 2018, by and between Alder BioPharmaceuticals Inc., a Delaware corporation (the Company), and the buyers listed on the Schedule of Buyers on EXHIBIT A hereto (individually, together with its permitted designees and assigns, the Buyer and collectively, the Buyers). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Preferred Stock 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).

Alder Biopharmaceuticals, Inc. Certificate of Designation of Preferences, Rights and Limitations of Class A-1 Convertible Preferred Stock Pursuant to Section 151 of the Delaware General Corporation Law (January 19th, 2018)

ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the Corporation), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the DGCL) does hereby certify that, in accordance with Sections 141(c) and 151 of the DGCL, the following resolution was duly adopted by the Board of Directors of the Corporation on January 7, 2018:

Solazyme Inc – In the United States Bankruptcy Court for the District of Delaware Combined Disclosure Statement and Chapter 11 Plan of Liquidation Proposed by the Debtors (January 18th, 2018)

THIS COMBINED DISCLOSURE STATEMENT AND PLAN WAS COMPILED FROM INFORMATION OBTAINED FROM NUMEROUS SOURCES BELIEVED TO BE ACCURATE TO THE BEST OF THE DEBTORS KNOWLEDGE, INFORMATION AND BELIEF. NO GOVERNMENTAL AUTHORITY HAS PASSED ON, CONFIRMED OR DETERMINED THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN.

Sellas Life Sciences Group, Inc. Employment Agreement (January 18th, 2018)

THIS EMPLOYMENT AGREEMENT (this Agreement) is entered into as of January 11, 2018 and made effective on December 30, 2017 (the Effective Date) by and between SELLAS Life Sciences Group Inc., a Delaware corporation (the Company) with an address at 315 Madison Avenue, 4th Floor, New York, New York 10017 and JOHN BURNS (Employee) (collectively referred to as the Parties or individually referred to as a Party).

TERM LOAN CREDIT AGREEMENT Dated as of January 12, 2018 Among (January 16th, 2018)

THIS TERM LOAN CREDIT AGREEMENT dated as of January 12, 2018 (this "Agreement") is entered into among (i) QUMU CORPORATION, a Minnesota corporation (the "Borrower"), (ii) QUMU, Inc., a California corporation and the other Persons party hereto from time to that are designated as a "Guarantor" hereunder, (iii) the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the "Lenders"), and (iv) ESW HOLDINGS, INC. (in its individual capacity, "ESW Holdings"), as administrative agent for the Lenders.

ARMO BioSciences, Inc. – [] Shares ARMO BioSciences, Inc. UNDERWRITING AGREEMENT (January 16th, 2018)
Cardlytics, Inc. – Credit Agreement (January 12th, 2018)

This Credit Agreement (this Agreement) is dated as of July 21, 2016 (the Closing Date) and entered into by and among CARDLYTICS, INC., a Delaware corporation (Borrower), COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as Investment Manager (Investment Manager), and NATIONAL ELECTRICAL BENEFIT FUND, as Lender (Lender).

Targeted Genetics Corporation – Securities Purchase Agreement (January 12th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of January 10, 2018, between AmpliPhi Biosciences Corporation, a Washington corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Preferred Stock Purchase Agreement (January 11th, 2018)

PREFERRED STOCK PURCHASE AGREEMENT (the Agreement), dated as of January 7, 2018 by and between Alder BioPharmaceuticals, Inc., a Delaware corporation (the Company), and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (individually, together with its permitted designees and assigns, the Buyer and collectively, the Buyers). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

Biota Pharmaceuticals Inc. – Loan and Security Agreement (December 29th, 2017)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this "Agreement") dated as of December 22, 2016 (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 (each a "Lender" and collectively, the "Lenders"), and VAXART, INC., a Delaware corporation with offices located at 385 Oyster Point Blvd., Suite 9A, South San Francisco, CA 94080 ("Borrower"), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Chatham Lodging Trust [Reit] – Up to $100,000,000 of Shares Sales Agreement (December 28th, 2017)
Chatham Lodging Trust [Reit] – Up to $100,000,000 of Shares Sales Agreement (December 28th, 2017)

CHATHAM LODGING TRUST, a Maryland real estate investment trust (the "Company"), and CHATHAM LODGING, L.P., a Delaware limited partnership (the "Operating Partnership"), confirm their agreement (this "Agreement") with BTIG, LLC (the "Agent"), as follows:

Chatham Lodging Trust [Reit] – Up to $100,000,000 of Shares Sales Agreement (December 28th, 2017)
Chatham Lodging Trust [Reit] – Up to $100,000,000 of Shares Sales Agreement (December 28th, 2017)
Chatham Lodging Trust [Reit] – Chatham Lodging Trust Up to $100,000,000 of Shares Sales Agreement (December 28th, 2017)
Chatham Lodging Trust [Reit] – Chatham Lodging Trust Up to $100,000,000 of Shares Sales Agreement (December 28th, 2017)

CHATHAM LODGING TRUST, a Maryland real estate investment trust (the "Company"), and CHATHAM LODGING, L.P., a Delaware limited partnership (the "Operating Partnership"), confirm their agreement (this "Agreement") with BARCLAYS CAPITAL INC. (the "Agent"), as follows:

Chatham Lodging Trust [Reit] – Chatham Lodging Trust Up to $100,000,000 of Shares Sales Agreement (December 28th, 2017)

CHATHAM LODGING TRUST, a Maryland real estate investment trust (the "Company"), and CHATHAM LODGING, L.P., a Delaware limited partnership (the "Operating Partnership"), confirm their agreement (this "Agreement") with CANTOR FITZGERALD & CO. (the "Agent"), as follows:

Cardica, Inc. – ASSET PURCHASE AGREEMENT Dated as of December 11, 2017 by and Between DEXTERA SURGICAL INC., as Seller, and AESCULAP, INC. As Buyer (December 15th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of December 11, 2017, by and between DEXTERA SURGICAL INC., a Delaware corporation formerly known as "Cardica, Inc." ("Seller"), and AESCULAP, INC., a California corporation ("Buyer"). Seller and Buyer are sometimes individually referred to herein as a "Party" and collectively as the "Parties".