Cooley Sample Contracts

Eidos Therapeutics, Inc. – Exclusive (Equity) Agreement (May 25th, 2018)

This Exclusive (Equity) Agreement (this Agreement) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (Stanford), an institution of higher education having powers under the laws of the State of California, and Eidos Therapeutics, Inc. (Eidos), a corporation having a principal place of business at 12354 Skyline Boulevard, Woodside, CA 94062, is effective on the 10th day of April, 2016 (Effective Date).

Kezar Life Sciences, Inc. – Amended and Restated Investors Rights Agreement (May 24th, 2018)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 26th day of June, 2017, by and among Kezar Life Sciences, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Realm Therapeutics plc – Dated , 2017 (May 23rd, 2018)

This warrant instrument (this "Warrant Instrument") has been entered into by the Company by way of deed poll relating to the Warrants to subscribe for the Warrant Shares (as such terms are defined herein), subject to the Company's articles of association.

Realm Therapeutics plc – Registration Rights Agreement (May 23rd, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 21, 2017, by and among Realm Therapeutics plc, a company incorporated under the laws of England and Wales (the "Company"), with a registered office at Cannon Place, 78 Cannon Street, London EC4N 6AF, United Kingdom, and the several purchasers signatory hereto (each a "Purchaser" and collectively, the "Purchasers").

Cidara Therapeutics, Inc. PLACEMENT AGENCY AGREEMENT (May 21st, 2018)
New Relic Inc – NEW RELIC, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 18, 2018 0.50% Convertible Senior Notes Due 2023 (May 18th, 2018)

INDENTURE dated as of May 18, 2018 between NEW RELIC, INC., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee, as more fully set forth in Section 1.01).

GERON CORPORATION Common Stock (Par Value $0.001 Per Share) at Market Issuance Sales Agreement (May 18th, 2018)

Geron Corporation, a Delaware corporation (the "Company"), confirms its agreement (this "Agreement") with B. Riley FBR, Inc. ("B. Riley FBR"), as follows:

Adaptive Insights Inc – Adaptive Insights, Inc. Indemnification Agreement (May 17th, 2018)

THIS INDEMNIFICATION AGREEMENT (this Agreement) is dated as of , and is between ADAPTIVE INSIGHTS, INC., a Delaware corporation (the Company), and (Indemnitee).

Adaptive Insights Inc – Adaptive Planning, Inc. 2003 Equity Incentive Plan Adopted: September 17, 2003 Approved by Stockholders: September 17, 2003 Amendment Approved by Board: April 13, 2004 Approved by Stockholders: April 13, 2004 Amendment Approved by Board: August 25, 2005 Approved by Stockholders: August 25, 2005 Amendment Approved by Board: December 21, 2006 Approved by Stockholders: December 21, 2006 Amendment Approved by Board: December 18, 2007 Approved by Stockholders: December 20, 2007 Amendment Approved by Board: October 11, 2011 Approved by Stockholders: October 11, 2011 Amendment Approved by Board: Marc (May 17th, 2018)
Adaptive Insights Inc – Adaptive Insights, Inc. 2013 Equity Incentive Plan Adopted by the Board of Directors: May 14, 2013 Approved by the Stockholders: May 14, 2013 Amended by the Board of Directors: February 24, 2015 Approved by the Stockholders: March 12, 2015 Amended by the Board of Directors: June 29, 2016 Approved by the Stockholders: July 14, 2016 Amended by the Board of Directors: December 19, 2017 Approved by the Stockholders: December 29, 2017 Termination Date: May 13, 2023 (May 17th, 2018)
AGREEMENT AND PLAN OF MERGER by and Among ZOETIS INC., ZEUS MERGER SUB, INC. And ABAXIS, INC. Dated as of May 15, 2018 (May 16th, 2018)
AGREEMENT AND PLAN OF MERGER by and Among ZOETIS INC., ZEUS MERGER SUB, INC. And ABAXIS, INC. (May 16th, 2018)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 15, 2018, by and among Zoetis Inc., a Delaware corporation ("Parent"), Zeus Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Abaxis, Inc., a California corporation (the "Company").

Neothetics, Inc. – Evofem Biosciences, Inc. [] Shares and Pre-Funded Warrants to Purchase [*] Shares of Common Stock and Warrants to Purchase [*] Shares of Common Stock Underwriting Agreement (May 16th, 2018)
Medgenics Inc – Aevi Genomic Medicine, Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT (May 15th, 2018)
Oncobiologics, Inc. – Purchase Agreement (May 15th, 2018)

This PURCHASE AGREEMENT (this "Agreement"), dated as of May 11, 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").

Alcobra Ltd. – Development and Option Agreement (May 14th, 2018)

This Development and Option Agreement (this "Agreement"), dated as of 1 January 2018 (the "Effective Date"), is made by and between CureVac AG, a German stock corporation with offices at Paul-Ehrlich-Strasse 15, 72076 Tubingen, Germany ("CureVac"), and Arcturus Therapeutics Inc., a Delaware corporation with offices at 10628 Science Center Drive # 200, San Diego, CA 92121, USA ("Arcturus"). Each of CureVac and Arcturus may be referred to herein as a "Party" or together as the "Parties".

Scholar Rock Holding Corp – Scholar Rock Holding Corporation UNDERWRITING AGREEMENT (May 14th, 2018)
Alcobra Ltd. – Research and Exclusive LICENSE AGREEMENT (May 14th, 2018)

This Research and Exclusive License Agreement ("Agreement") is entered into by and between Arcturus Therapeutics, Inc., a Delaware corporation ("Arcturus"), and Synthetic Genomics, Inc., a Delaware corporation ("SGI") and effective October 24, 2017 ("Effective Date"). SGI and Arcturus may each be referred to herein individually as a "Party" and collectively as the "Parties." In consideration of the mutual covenants and promises set forth in this Agreement, the Parties agree as follows:

Alcobra Ltd. – Co-Development and Co-Commercialization Agreement (May 14th, 2018)

This CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT (this "Agreement") is made as of 1 January 2018 (the "Effective Date"), by and between Arcturus Therapeutics, Inc., a Delaware corporation with offices at 10628 Science Center Drive, Suite 200, San Diego, California 92121, U.S. ("Arcturus"), and CureVac AG, a German stock corporation with offices at Paul-Ehrlich-Strasse 15, 72076 Tuebingen, Germany ("CureVac"). CureVac and Arcturus are referred to in this Agreement individually as a "Party" and collectively as the "Parties".

Senseonics Holdings, Inc. – Third Amendment to Amended and Restated Loan and Security Agreement (May 10th, 2018)

This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under the heading ''Risk Factors'' contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

Collaboration and License Agreement (May 10th, 2018)

This Collaboration and License Agreement (this "Agreement") is made as of February 20, 2018 (the "Execution Date"), by and between Sangamo Therapeutics, Inc., a Delaware corporation having an office at 501 Canal Blvd., Richmond, CA 94804 ("Sangamo"), and Kite Pharma, Inc., a Delaware corporation having an office at 2225 Colorado Avenue, Santa Monica, CA 90404 ("Kite"). Gilead Sciences, Inc., a Delaware corporation having an office at 333 Lakeside Drive, Foster City, CA 94404 ("Gilead"), is a party to this Agreement solely for purposes of Section 16.18. Kite and Sangamo are referred to in this Agreement individually as a "Party" and collectively as the "Parties".

Settlement and License Agreement (May 8th, 2018)

This SETTLEMENT AND LICENSE AGREEMENT (this "Agreement") is hereby entered into and made effective on January 5, 2018 (the "Effective Date") by and among Teva Pharmaceuticals International GmbH ("Teva"), AlderBio Holdings, LLC ("AlderHoldings") and Alder Biopharmaceuticals, Inc. ("AlderBio"). AlderHoldings and AlderBio are referred to collectively as "Alder". Teva and Alder are referred to herein individually as a "Party" and collectively, as the "Parties."

Contract (May 8th, 2018)

[***] = 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 24b-2 of the Securities Exchange Act of 1934, as amended.

Asset Purchase Agreement (May 4th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of April 30, 2018 (the "Effective Date"), by and between Wagz, Inc., a Delaware corporation ("Buyer"), and SigmaTron International, Inc., a Delaware corporation ("Seller").

Asset Purchase Agreement (May 4th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of April 30, 2018 (the "Effective Date"), by and between Wagz, Inc., a Delaware corporation ("Buyer"), and SigmaTron International, Inc., a Delaware corporation ("Seller").

Iterum Therapeutics Ltd – Contract (May 4th, 2018)

THIS WARRANT INSTRUMENT 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.

Iterum Therapeutics Ltd – Loan and Security Agreement (May 4th, 2018)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of April 27, 2018 (the Effective Date) among SILICON VALLEY BANK, a California corporation (Bank), as collateral agent (in such capacity, Collateral Agent) for itself and the Lenders (as defined below), the Lenders listed on Schedule 1.1 hereof or otherwise party hereto from time to time including Bank in its capacity as a Lender (each a Lender and collectively, the Lenders), ITERUM THERAPEUTICS INTERNATIONAL LIMITED, a company incorporated under the laws of Ireland, with company number 564304 and having its registered office at Block 2, Floor 3, Harcourt Centre, Harcourt Street, Dublin 2 (Iterum International), ITERUM THERAPEUTICS US HOLDING LIMITED, a Delaware corporation (US Holding Limited), and ITERUM THERAPEUTICS US LIMITED, a Delaware corporation (US Limited; together with Iterum International and US Holding Limited, individually and collec

Iterum Therapeutics Ltd – Contract (May 4th, 2018)

THIS WARRANT INSTRUMENT 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.

Iterum Therapeutics Ltd – Contract (May 4th, 2018)

THIS WARRANT INSTRUMENT 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.

Iterum Therapeutics Ltd – Contract (May 4th, 2018)

THIS WARRANT INSTRUMENT 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.

Annaly Capital Management – Agreement and Plan of Merger by and Among Annaly Capital Management, Inc. Mountain Merger Sub Corporation and Mtge Investment Corp. Dated as of May 2, 2018 (May 3rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 2, 2018, is by and among ANNALY CAPITAL MANAGEMENT, INC., a Maryland corporation (Parent), MOUNTAIN MERGER SUB CORPORATION, a Maryland corporation and a wholly owned subsidiary of Parent (Purchaser), and MTGE INVESTMENT CORP., a Maryland corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement. Parent, Purchaser and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

CREDIT AGREEMENT Dated as of September 9, 2014, as Amended by Amendment No. 1 Dated as of February 11, 2016, as Amended by Amendment No. 2 Dated as of May 18, 2017, as Amended by Amendment No. 3 Dated as of April 30, 2018, Among as Borrower, the Several Lenders From Time to Time Parties Hereto, (May 3rd, 2018)
American Capital Mortgage Inves – Agreement and Plan of Merger by and Among Annaly Capital Management, Inc. Mountain Merger Sub Corporation and Mtge Investment Corp. Dated as of May 2, 2018 (May 3rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 2, 2018, is by and among ANNALY CAPITAL MANAGEMENT, INC., a Maryland corporation (Parent), MOUNTAIN MERGER SUB CORPORATION, a Maryland corporation and a wholly owned subsidiary of Parent (Purchaser), and MTGE INVESTMENT CORP., a Maryland corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement. Parent, Purchaser and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

AGREEMENT AND PLAN OF MERGER Among UNITED THERAPEUTICS CORPORATION, DANIEL 24043 ACQUISITION CORP. LTD. (May 1st, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 29, 2018, by and among United Therapeutics Corporation, a Delaware corporation (Parent), Daniel 24043 Acquisition Corp. Ltd., a company organized under the laws of the State of Israel and a wholly-owned Subsidiary of Parent (Merger Sub) and SteadyMed Ltd., a company organized under the laws of the State of Israel (the Company).

Eighth Amendment to the Credit Agreement (May 1st, 2018)

This Eighth Amendment to the Credit Agreement (this "Eighth Amendment"), dated as of April 30, 2018 (the "Eighth Amendment Effective Date"), is among Energen Corporation, a corporation formed under the laws of the State of Alabama ("Borrower"); the undersigned guarantor (the "Guarantor", and together with Borrower, the "Credit Parties"); each of the Lenders party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, "Administrative Agent").