0001193125-11-271825 Sample Contracts

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations • California

This Amended and Restated Employment Agreement (“Agreement”) is made effective as of January 1, 2008 (“Effective Date”), by and between ChemoCentryx, Inc., a Delaware corporation (the “Company”), and Juan C. Jaen, Ph.D. (“Executive”).

AMENDMENT NO. 1 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 1 (“Amendment”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) entered into and made effective as of the 22nd day of August, 2006 by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment effective date of September 30th, 2007 (the “Amendment Effective Date”). All capitalized terms not expressly defined in this Amendment shall have the meanings given to them in the Agreement.

AMENDMENT TO SERIES D PREFERRED STOCK SUBSCRIPTION AGREEMENT
Series D Preferred Stock Subscription Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment (the “Amendment”) to Series D Preferred Stock Subscription Agreement (the “Agreement”) dated as of November 8, 2007 is entered into by and between ChemoCentryx, Inc., a Delaware corporation (the “Company”) and Glaxo Group Limited, a limited liability company organized under the laws of England doing business as GlaxoSmithKline (“GSK”).

PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN GLAXO GROUP LIMITED and CHEMOCENTRYX, INC.
Product Development And • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations • Delaware

This PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is entered into and made effective as of the 22nd day of August, 2006 (the “Effective Date”) by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”). ChemoCentryx and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”

SERIES E PREFERRED STOCK SUBSCRIPTION AGREEMENT
Series E Preferred Stock Subscription Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations • California

This Series E Preferred Stock Subscription Agreement (the “Agreement”) dated as of August 26, 2008 is entered into by and between ChemoCentryx, Inc., a Delaware corporation (the “Company”), and the individual or entity (collectively, the “Purchasers” and individually, the “Purchaser”) whose name appears on the last page of this Agreement.

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT NO. 2 TO LOAN AGREEMENT (this “Amendment”) is entered into this 19th day of April, 2010, by and between CHEMOCENTRYX, INC., a Delaware corporation (“Borrower”), and SILICON VALLEY BANK (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

AMENDMENT NO. 2 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 2 (“Amendment No. 2”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT entered into and made effective as of the 22nd day of August, 2006, and as amended by Amendment No. 1 effective as of the 30th day of September, 2007 (the “Agreement”) by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment No. 2 effective date of 6th day of October, 2008 (the “Amendment No. 2 Effective Date”).

CONVERTIBLE NOTE LOAN AGREEMENT
Convertible Note Loan Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations • Delaware

FOR VALUE RECEIVED, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, the undersigned, CHEMOCENTRYX, INC., a Delaware corporation (together with its permitted successors and assigns, the “Borrower”), hereby executes this Convertible Note Loan Agreement (the “Note”) and unconditionally promises to pay to the order of TECHNE CORPORATION, a Minnesota corporation (together with its permitted successors and assigns, the “Holder”), the principal sum of TEN MILLION U.S. DOLLARS (U.S. $10,000,000), subject to adjustment as set forth herein, on the Maturity Date (as defined below), unless earlier paid or converted in accordance with the terms hereof and Holder agrees to satisfy its obligations as set forth herein. Capitalized terms used herein and not otherwise defined shall have the meanings they were assigned to have in Section 12 hereof.

AMENDMENT NO. 3 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 3 (“Amendment No. 3”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT entered into and made effective as of the 22nd day of August, 2006, and as amended by Amendment No. 1 effective as of the 30th day of September, 2007, and by Amendment No. 2 effective as of the 6th day of October, 2008 (the “Agreement”), by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment No. 3 effective date of August 22nd, 2009 (the “Amendment No. 3 Effective Date”).

AMENDMENT NO. 5 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 5 (“Amendment No. 5”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT entered into and made effective as of the 22nd day of August, 2006, and as amended by Amendment No. 1 effective as of the 30th day of September, 2007, by Amendment No. 2 effective as of the 6th day of October 2008, by Amendment No. 3 effective as of the 22nd day of August 2009, and by Amendment No. 4 effective as of the 26th day of February, 2010 (the “Agreement”) by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment No. 5 effective date of November 15, 2010 (the “Amendment

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and CHEMOCENTRYX, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

CHEMOCENTRYX, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT SEPTEMBER 8, 2011
Rights Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations • California

This Amended and Restated Investors Rights Agreement (the “Agreement”) is made as of the 8th day of September, 2011, by and among ChemoCentryx, Inc., a Delaware corporation (the “Company”), the individuals or entities identified on Schedule A attached hereto, each of which is herein referred to as an “Investor,” and Thomas J. Schall (the “Founder”).

AMENDMENT NO. 4 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 4 (“Amendment No. 4”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT entered into and made effective as of the 22” day of August, 2006, and as amended by Amendment No. 1 effective as of the 30th day of September, 2007, by Amendment No. 2 effective as of the 6th day of October 2008, and by Amendment No. 3 effective as of the 22” day of August 2009 (the “Agreement”) by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment No. 4 effective date of February 26, 2010 (the “Amendment No. 4 Effective Date”).

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