EXHIBIT E TO SECURITIES PURCHASE AGREEMENT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE...Cocensys Inc • June 22nd, 1998 • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 10th, 1999 • Cocensys Inc • Pharmaceutical preparations • New York
EXHIBIT 99.2Incentive Stock Option Agreement • July 10th, 1997 • Cocensys Inc • Pharmaceutical preparations
EXHIBIT 4.1Securities Purchase Agreement • June 22nd, 1998 • Cocensys Inc • Pharmaceutical preparations • Delaware
EXHIBIT 99.3Nonstatutory Stock Option Agreement • July 10th, 1997 • Cocensys Inc • Pharmaceutical preparations
STOCK PURCHASE AGREEMENT EXHIBIT 99.1 THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of May 6, 1999 by and between COCENSYS, INC., a Delaware corporation (the "Company") and the purchasers set forth on the signature pages of this Agreement...Stock Purchase Agreement • May 19th, 1999 • Cocensys Inc • Pharmaceutical preparations • Delaware
EMPLOYEE AGREEMENT FOR RICK A. HENSONEmployee Agreement • March 31st, 1997 • Cocensys Inc • Pharmaceutical preparations • California
AGREEMENT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 8,...Exercise Agreement • June 22nd, 1998 • Cocensys Inc • Pharmaceutical preparations • Delaware
AND COCENSYS, INC. OCTOBER 8, 1997Asset Purchase Agreement • October 23rd, 1997 • Cocensys Inc • Pharmaceutical preparations • California
EXHIBIT 4 [COCENSYS LOGO] August 12, 1999 Dear Stockholder: We are pleased to inform you that on August 5, 1999, the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the acquisition of the Company by Purdue...Cocensys Inc • August 12th, 1999 • Pharmaceutical preparations
Exhibit 10.39 INCENTIVE STOCK OPTION __________________________, Optionee: CoCensys, Inc. (the "Company"), pursuant to its 1996 Equity Incentive Plan (the "Plan"), has granted to you, the optionee named above, an option to purchase shares of the...Incentive Stock • March 31st, 1997 • Cocensys Inc • Pharmaceutical preparations
1. DEFINITIONSLicense Agreement • March 25th, 1998 • Cocensys Inc • Pharmaceutical preparations • Massachusetts
AGREEMENT EXIHBIT 99.3 The undersigned parties hereby agree as follows: 1) Themis Partners L.P. and Heracles Fund, holders of the outstanding shares (the "Shares") of Series E Convertible Preferred Stock of CoCensys, Inc. (the "Company"), hereby agree...Agreement • May 19th, 1999 • Cocensys Inc • Pharmaceutical preparations
Exhibit 10.40 NONSTATUTORY STOCK OPTION ____________________________, Optionee: CoCensys, Inc. (the "Company"), pursuant to its 1996 Equity Incentive Plan (the "Plan"), has granted to you, the optionee named above, an option to purchase shares of the...Nonstatutory Stock • March 31st, 1997 • Cocensys Inc • Pharmaceutical preparations
EXHIBIT 4.4Registration Rights Agreement • June 22nd, 1998 • Cocensys Inc • Pharmaceutical preparations • Delaware
COCENSYS, INC. SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • March 25th, 1998 • Cocensys Inc • Pharmaceutical preparations • California
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (NO. 1)Development and Commercialization Agreement • August 6th, 1997 • Cocensys Inc • Pharmaceutical preparations • Delaware
EXHIBIT 5 [COCENSYS LOGO] August 12, 1999 Dear Option Holder: We are pleased to inform you that on August 5, 1999, the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the acquisition of the Company by Purdue...Cocensys Inc • August 12th, 1999 • Pharmaceutical preparations
AGREEMENT EXIHBIT 99.2 The undersigned parties hereby agree as follows: 1) RGC International Investors, LDC, the holder of 3,655 outstanding shares (the "Shares") of Series E Convertible Preferred Stock of CoCensys, Inc. (the "Company") hereby agrees...Agreement • May 19th, 1999 • Cocensys Inc • Pharmaceutical preparations
RECITALS a. The parties entered into that certain amended and restated Research, Development and Marketing Collaboration Agreement dated October 13, 1997, (the "Collaboration Agreement"), pursuant to which the parties determined to collaborate in...Agreement • May 15th, 1998 • Cocensys Inc • Pharmaceutical preparations
Logo] CoCensys [Letterhead] LOWELL E. SEARS Chairman of the Board January 27, 1997 F. Richard Nichol, Ph.D. 14 Cypress Point Lane Newport Beach, CA 92660 Telephone: (714) 753-5460 Dear Dick: This ADDENDUM to the offer letter dated January 20, 1997...Cocensys Inc • March 31st, 1997 • Pharmaceutical preparations
BETWEEN1997 Promotion Agreement • August 6th, 1997 • Cocensys Inc • Pharmaceutical preparations • Delaware
This TRANSITION AND CONSULTING AGREEMENT ("Agreement") is made and entered into by and between DANIEL L. KORPOLINSKI ("Mr. Korpolinski") and COCENSYS, INC. (the "Company"), as of the Effective Date provided for in paragraph sixteen (16) herein. W I T...Transition and Consulting Agreement • March 31st, 1997 • Cocensys Inc • Pharmaceutical preparations • California
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND DENOTED BY AN ASTERISK, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF...Certain • February 12th, 1997 • Cocensys 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDED AND...Certain • March 25th, 1998 • Cocensys Inc • Pharmaceutical preparations • New York
