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Preview Full Doc	2002	Agreement and Plan of Merger Agreement and Plan of Merger (174K) Doc #1706290: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER ---------------------------- AGREEMENT AND PLAN OF MERGER (together will all Exhibits hereto, the "Agreement"), dated as of February 25, 2002 among iMedeon Inc., a Georgia corporation (the "Company"), the stockholders of the Company ("Company Stockholders"), ViryaNet Ltd., an Israeli company ("Parent"), and ViyraNet Acquisition, Inc. ("Merger Sub"), a Georgia corporation and a subsidiary of ViryaNet, Inc., the US subsidiary of Parent. . . . 1706290	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Agreement and Plan of Merger: VALENTIS – PAGE> [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] AETHER SYSTEMS INC. BY: ------------------------------------------ Name:____________________ Title:_____________________ 48 <PAGE> [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] VALENTIS INVESTORS LLC BY: ------------------------------------------ Name:____________________ Title:_____________________ 49 <PAGE> [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] IMPRIMIS SB, L.P. By: Imprimis SB G.P. LLC Its _____________ dt 1666206 ; Aether Aether Systems, Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: AETHER SYSTEMS INC. – gt; [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] ECTMI TRUTTA HOLDINGS LP BY: ------------------------------------------ Name:____________________ Title:_____________________ 47 <PAGE> [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] AETHER SYSTEMS INC. BY: ------------------------------------------ Name:____________________ Title:_____________________ 48 <PAGE> [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] VALENTIS INVESTORS LLC BY: ------------------------------------------ Name:____________________ Title:_____________________ 49 <PAGE> [ _____________ dt 1676437 ;	Ge Capital Equity Investments Ge Capital Equity Investments Inc ; Testa Hurwitz Testa, Hurwitz & Thibeault ( Legal ) As referenced in this Agreement and Plan of Merger: Testa, Hurwitz – to the Parent, in form attached as Exhibit 9.2.1 hereto, addressed to the Company and dated as of the Closing Date; 9.2.2 A legal opinion of Testa, Hurwitz & Thibeault, LLP, U.S. attorneys to the Parent, in form attached as Exhibit 9.2.2 hereto, addressed to the Company and dated as of the Closing Date; _____________ dt 1647147
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (180K) Doc #2548963: Click preview link for longer preview. EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among VALENTIS, INC., as Parent, VALENTIS HOLDINGS, INC., as Merger Sub and URIGEN, N. A., INC. TABLE OF CONTENTS Page ARTICLE 1. THE MERGER 1 1.1 Closing and Effective Time of Merger 1 1.2 Terms and Conditions of Merger 1 ARTICLE 2. PROCEDURES; FRACTIONAL SHARES; ADJUSTMENTS, ETC. 2 2.1 Certificates of Urigen Stock 2 2.2 Replacement of Certificates 2 2.3 Dividends and . . . 2548963	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Agreement and Plan of Merger: VALENTIS, – EX-2.1 2 a06-20728_1ex2d1.htm EX-2 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among VALENTIS, INC., as Parent, VALENTIS HOLDINGS, INC., as Merger Sub and URIGEN, N. A., INC. TABLE OF CONTENTS Page ARTICLE 1. THE MERGER 1 1.1 Closing and Effective Time _____________ VALENTIS – EX-2.1 2 a06-20728_1ex2d1.htm EX-2 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among VALENTIS, INC., as Parent, VALENTIS HOLDINGS, INC., as Merger Sub and URIGEN, N. A., INC. TABLE OF CONTENTS Page ARTICLE 1. THE MERGER 1 1.1 Closing and Effective Time of Merger 1 1.2 _____________ VALENTIS, – Agreement 41 17.9 Severability 41 iv AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of October 5, 2006, by and among VALENTIS, INC., a Delaware corporation (Parent), VALENTIS HOLDINGS, INC., a Delaware corporation and direct wholly-owned subsidiary of Parent (Merger Sub), and URIGEN N.A., INC., a Delaware corporation (Urigen, _____________ VALENTIS – iv AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of October 5, 2006, by and among VALENTIS, INC., a Delaware corporation (Parent), VALENTIS HOLDINGS, INC., a Delaware corporation and direct wholly-owned subsidiary of Parent (Merger Sub), and URIGEN N.A., INC., a Delaware corporation (Urigen, formerly known as Urigen Canada). Certain terms _____________ Valentis, – address. Any party and any representative designated below may, by notice to the others, change its address for receiving such notices. 39 Address for notices to Parent and Merger Sub: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Attn: Benjamin McGraw III, CEO and Chairman Fax: (650) 652-1990 Phone: (650) 697-1900 with a copy (which shall not constitute _____________ dt 1666207 ; Scientific Scientific Industries Inc. ( Scientific & Technical Instruments ) ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Agreement and Plan of Merger: Wachovia Bank, N.A. – any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee and/or expense at the publicly announced prime rate of Wachovia Bank, N.A. from the date such fee was required to be paid to the date it is paid. ARTICLE 15. INDEMNIFICATION; D&O INSURANCE. 15.1 Indemnification. The Certificate of _____________ dt 1652632 ; Smith Gambrell Smith, Gambrell & Russell ( Legal ) As referenced in this Agreement and Plan of Merger: Smith, Gambrell – Effective Time of Merger. Subject to the closing conditions set forth in Article 7 and Article 8 hereof, at a closing (the Closing) to be held at the offices of Smith, Gambrell & Russell, LLP on such date and at such time prior to the Termination Date referred to in Article 14, as may be agreed to by the parties or, _____________ Smith, Gambrell – Hastings Street, Suite 7333 Vancouver, BC V6B 5K3 Attn: William J. Garner, MD Fax: (604) 268-7977 Phone: (604) 268-7960 with a copy (which shall not constitute notice) to: Smith, Gambrell & Russell, LLP 1230 Peachtree Street, Suite 3100 Promenade II Atlanta, GA 30309 Attn: Tycho H.E. Stahl, Esq. Fax: (404) 685-7053 Phone: (404) 815-3500 17.3 _____________ dt 1665089
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (180K) Doc #2548976: Click preview link for longer preview. EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among VALENTIS, INC., as Parent, VALENTIS HOLDINGS, INC., as Merger Sub and URIGEN, N. A., INC. TABLE OF CONTENTS Page ARTICLE 1. THE MERGER 1 1.1 Closing and Effective Time of Merger 1 1.2 Terms and Conditions of Merger 1 ARTICLE 2. PROCEDURES; FRACTIONAL SHARES; ADJUSTMENTS, ETC. 2 2.1 Certificates of Urigen Stock 2 2.2 Replacement of Certificates 2 2.3 Dividends and . . . 2548976	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Agreement and Plan of Merger: VALENTIS, – EX-2.1 2 a06-20728_1ex2d1.htm EX-2 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among VALENTIS, INC., as Parent, VALENTIS HOLDINGS, INC., as Merger Sub and URIGEN, N. A., INC. TABLE OF CONTENTS Page ARTICLE 1. THE MERGER 1 1.1 Closing and Effective Time _____________ VALENTIS – EX-2.1 2 a06-20728_1ex2d1.htm EX-2 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among VALENTIS, INC., as Parent, VALENTIS HOLDINGS, INC., as Merger Sub and URIGEN, N. A., INC. TABLE OF CONTENTS Page ARTICLE 1. THE MERGER 1 1.1 Closing and Effective Time of Merger 1 1.2 _____________ VALENTIS, – Agreement 41 17.9 Severability 41 iv AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of October 5, 2006, by and among VALENTIS, INC., a Delaware corporation (Parent), VALENTIS HOLDINGS, INC., a Delaware corporation and direct wholly-owned subsidiary of Parent (Merger Sub), and URIGEN N.A., INC., a Delaware corporation (Urigen, _____________ VALENTIS – iv AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of October 5, 2006, by and among VALENTIS, INC., a Delaware corporation (Parent), VALENTIS HOLDINGS, INC., a Delaware corporation and direct wholly-owned subsidiary of Parent (Merger Sub), and URIGEN N.A., INC., a Delaware corporation (Urigen, formerly known as Urigen Canada). Certain terms _____________ Valentis, – address. Any party and any representative designated below may, by notice to the others, change its address for receiving such notices. 39 Address for notices to Parent and Merger Sub: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Attn: Benjamin McGraw III, CEO and Chairman Fax: (650) 652-1990 Phone: (650) 697-1900 with a copy (which shall not constitute _____________ dt 1666208 ; Voiceserve Voiceserve Ltd ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Agreement and Plan of Merger: Wachovia Bank, N.A. – any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee and/or expense at the publicly announced prime rate of Wachovia Bank, N.A. from the date such fee was required to be paid to the date it is paid. ARTICLE 15. INDEMNIFICATION; D&O INSURANCE. 15.1 Indemnification. The Certificate of _____________ dt 1652633 ; Smith Gambrell Smith, Gambrell & Russell ( Legal ) As referenced in this Agreement and Plan of Merger: Smith, Gambrell – Effective Time of Merger. Subject to the closing conditions set forth in Article 7 and Article 8 hereof, at a closing (the Closing) to be held at the offices of Smith, Gambrell & Russell, LLP on such date and at such time prior to the Termination Date referred to in Article 14, as may be agreed to by the parties or, _____________ Smith, Gambrell – Hastings Street, Suite 7333 Vancouver, BC V6B 5K3 Attn: William J. Garner, MD Fax: (604) 268-7977 Phone: (604) 268-7960 with a copy (which shall not constitute notice) to: Smith, Gambrell & Russell, LLP 1230 Peachtree Street, Suite 3100 Promenade II Atlanta, GA 30309 Attn: Tycho H.E. Stahl, Esq. Fax: (404) 685-7053 Phone: (404) 815-3500 17.3 _____________ dt 1665090
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (180K) Doc #2549495: Click preview link for longer preview. EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among VALENTIS, INC., as Parent, VALENTIS HOLDINGS, INC., as Merger Sub and URIGEN, N. A., INC. TABLE OF CONTENTS Page ARTICLE 1. THE MERGER 1 1.1 Closing and Effective Time of Merger 1 1.2 Terms and Conditions of Merger 1 ARTICLE 2. PROCEDURES; FRACTIONAL SHARES; ADJUSTMENTS, ETC. 2 2.1 Certificates of Urigen Stock 2 2.2 Replacement of Certificates 2 2.3 Dividends and . . . 2549495	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Agreement and Plan of Merger: VALENTIS, – EX-2.1 2 a06-20728_1ex2d1.htm EX-2 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among VALENTIS, INC., as Parent, VALENTIS HOLDINGS, INC., as Merger Sub and URIGEN, N. A., INC. TABLE OF CONTENTS Page ARTICLE 1. THE MERGER 1 1.1 Closing and Effective Time _____________ VALENTIS – EX-2.1 2 a06-20728_1ex2d1.htm EX-2 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among VALENTIS, INC., as Parent, VALENTIS HOLDINGS, INC., as Merger Sub and URIGEN, N. A., INC. TABLE OF CONTENTS Page ARTICLE 1. THE MERGER 1 1.1 Closing and Effective Time of Merger 1 1.2 _____________ VALENTIS, – Agreement 41 17.9 Severability 41 iv AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of October 5, 2006, by and among VALENTIS, INC., a Delaware corporation (Parent), VALENTIS HOLDINGS, INC., a Delaware corporation and direct wholly-owned subsidiary of Parent (Merger Sub), and URIGEN N.A., INC., a Delaware corporation (Urigen, _____________ VALENTIS – iv AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of October 5, 2006, by and among VALENTIS, INC., a Delaware corporation (Parent), VALENTIS HOLDINGS, INC., a Delaware corporation and direct wholly-owned subsidiary of Parent (Merger Sub), and URIGEN N.A., INC., a Delaware corporation (Urigen, formerly known as Urigen Canada). Certain terms _____________ Valentis, – address. Any party and any representative designated below may, by notice to the others, change its address for receiving such notices. 39 Address for notices to Parent and Merger Sub: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Attn: Benjamin McGraw III, CEO and Chairman Fax: (650) 652-1990 Phone: (650) 697-1900 with a copy (which shall not constitute _____________ dt 1666209 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Agreement and Plan of Merger: Wachovia Bank, N.A. – any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee and/or expense at the publicly announced prime rate of Wachovia Bank, N.A. from the date such fee was required to be paid to the date it is paid. ARTICLE 15. INDEMNIFICATION; D&O INSURANCE. 15.1 Indemnification. The Certificate of _____________ dt 1652634 ;	Smith Gambrell Smith, Gambrell & Russell ( Legal ) As referenced in this Agreement and Plan of Merger: Smith, Gambrell – Effective Time of Merger. Subject to the closing conditions set forth in Article 7 and Article 8 hereof, at a closing (the Closing) to be held at the offices of Smith, Gambrell & Russell, LLP on such date and at such time prior to the Termination Date referred to in Article 14, as may be agreed to by the parties or, _____________ Smith, Gambrell – Hastings Street, Suite 7333 Vancouver, BC V6B 5K3 Attn: William J. Garner, MD Fax: (604) 268-7977 Phone: (604) 268-7960 with a copy (which shall not constitute notice) to: Smith, Gambrell & Russell, LLP 1230 Peachtree Street, Suite 3100 Promenade II Atlanta, GA 30309 Attn: Tycho H.E. Stahl, Esq. Fax: (404) 685-7053 Phone: (404) 815-3500 17.3 _____________ dt 1665091
Preview Full Doc	2006	Asset Purchase Agreement Asset Purchase Agreement (33K) Doc #2589679: Click preview link for longer preview. ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the ï¿½Agreementï¿½) is made as of the 27th day of October, 2006, by and between Valentis, Inc., a Delaware corporation (ï¿½Sellerï¿½), and Juvaris BioTherapeutics, Inc., a Delaware corporation (ï¿½Purchaserï¿½). RECITALS WHEREAS, Seller is a biotechnology company that was engaged in the development of innovative products for peripheral arterial disease (ï¿½PADï¿½). On July 11, 2006, Seller announced that no statistically significant difference was seen in the primary endpoint or any of the secondary endpoints in its Phase IIb clinical . . . 2589679	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Asset Purchase Agreement: Valentis, – a06-20728_7ex2d2.htm EX-2 Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the Agreement) is made as of the 27th day of October, 2006, by and between Valentis, Inc., a Delaware corporation (Seller), and Juvaris BioTherapeutics, Inc., a Delaware corporation (Purchaser). RECITALS WHEREAS, Seller is a biotechnology company that was engaged in the development of innovative products _____________ Valentis, – copy to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 Telecopier: (650) 493-6811 Attention: Mario M. Rosati, Esq. if to Seller to: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Telecopier: (650) 652-1990 Attention: CEO with copies to: Latham & Watkins LLP 633 W. Fifth St., Ste. 4000 Los Angeles, CA _____________ VALENTIS, – be San Francisco, California. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 12 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. VALENTIS, INC. By: /s/ John J. Reddington Name: John J. Reddington Title: Chief Operating Officer JUVARIS BIOTHERAPEUTICS, INC. By: /s/ Martin D. Cleary Name: Martin D. Cleary Title: President & _____________ Valentis, – D. Cleary Name: Martin D. Cleary Title: President & CEO 13 EXHIBIT A BILL OF SALE KNOW ALL PERSONS BY THESE PRESENTS that on this day of , 2006, the undersigned, Valentis, Inc., a Delaware corporation (the Seller), pursuant to the terms of that certain Asset Purchase Agreement by and between the Seller and Juvaris BioTherapeutics, Inc., a Delaware corporation (the _____________ VALENTIS, – and the terms of the Asset Purchase Agreement, the terms hereof shall prevail. IN WITNESS WHEREOF, the Seller has executed this Bill of Sale on the date set forth above. VALENTIS, INC. By: [ ] 14 INDEX OF SCHEDULES Schedule Description 2.2 Equipment 15 _____________ dt 1666212 ;	WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Asset Purchase Agreement: Wilson Sonsini – 4.2. Time and Place of the Closing. The closing of the transactions contemplated by this Agreement shall take place on or before November 28, 2006 at the offices of Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, CA 94304 (the Closing), subject to Section 4.4 and Article VI hereof. The date on which the _____________ Wilson Sonsini – notices shall be addressed as follows: if to Purchaser: Juvaris BioTherapeutics, Inc. 6200 Stoneridge Mall Road, 3F Pleasanton, CA 94588 Telecopier: (925) 399-6100 Attention: CEO with a copy to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 Telecopier: (650) 493-6811 Attention: Mario M. Rosati, Esq. if to Seller to: Valentis, Inc. 863A _____________ dt 1638343
Preview Full Doc	2007	Asset Purchase Agreement Asset Purchase Agreement (63K) Doc #2706185: Click preview link for longer preview. AMENDMENT NO. 1 to the Asset Purchase Agreement by and between Medarex, Inc. and Valentis, Inc. THIS AMENDMENT No. 1 TO THE ASSET PURCHASE AGREEMENT (ï¿½Amendment No. 1ï¿½) is made and entered into as of January 26, 2007 (ï¿½First Amendment Effective Dateï¿½), by and between Medarex, Inc. (ï¿½Medarexï¿½ or ï¿½Buyerï¿½ and Valentis, Inc. (ï¿½Valentisï¿½ or ï¿½Sellerï¿½), each a Party and, collectively ï¿½Parties.ï¿½ Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein shall have the meanings set forth in the Collaboration Agreement, with an original Effective . . . 2706185	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Asset Purchase Agreement: Valentis, – EX-10.1 2 a07-3227_1ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 to the Asset Purchase Agreement by and between Medarex, Inc. and Valentis, Inc. THIS AMENDMENT No. 1 TO THE ASSET PURCHASE AGREEMENT (?Amendment No. 1?) is made and entered into as of January 26, 2007 (?First Amendment Effective Date?), by and _____________ Valentis, – THE ASSET PURCHASE AGREEMENT (?Amendment No. 1?) is made and entered into as of January 26, 2007 (?First Amendment Effective Date?), by and between Medarex, Inc. (?Medarex? or ?Buyer? and Valentis, Inc. (?Valentis? or ?Seller?), each a Party and, collectively ?Parties.? Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein shall have the meanings set _____________ ?Valentis? – PURCHASE AGREEMENT (?Amendment No. 1?) is made and entered into as of January 26, 2007 (?First Amendment Effective Date?), by and between Medarex, Inc. (?Medarex? or ?Buyer? and Valentis, Inc. (?Valentis? or ?Seller?), each a Party and, collectively ?Parties.? Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein shall have the meanings set forth in _____________ Valentis – are not otherwise defined herein shall have the meanings set forth in the Collaboration Agreement, with an original Effective Date of January 15, 2007, and as amended. WHEREAS, Medarex and Valentis are Parties to an Asset Purchase Agreement concerning the Del-1 mAb Program, that contains an original Effective Date of January 15, 2007 and an original Closing Date of January _____________ Valentis, – the Del-1 mAb Program, that contains an original Effective Date of January 15, 2007 and an original Closing Date of January 19, 2007; and WHEREAS, each of Medarex and Valentis, pursuant to the Amendment No. 1, wishes to change the Effective Date and the Closing Date of the Asset Purchase Agreement, as well as make one other change to _____________ dt 1748450 ;	Medarex Medarex, Inc. ( Commercial Physical & Biological Research ) As referenced in this Asset Purchase Agreement: Medarex, Inc – EX-10.1 2 a07-3227_1ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 to the Asset Purchase Agreement by and between Medarex, Inc . and Valentis, Inc. THIS AMENDMENT No. 1 TO THE ASSET PURCHASE AGREEMENT (?Amendment No. 1?) is made and entered into as of January 26, 2007 (?First Amendment Effective Date?), _____________ Medarex, Inc – Inc. THIS AMENDMENT No. 1 TO THE ASSET PURCHASE AGREEMENT (?Amendment No. 1?) is made and entered into as of January 26, 2007 (?First Amendment Effective Date?), by and between Medarex, Inc . (?Medarex? or ?Buyer? and Valentis, Inc. (?Valentis? or ?Seller?), each a Party and, collectively ?Parties.? Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein _____________ Medarex, Inc – law of another jurisdiction. IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed by their duly authorized representatives as of the First Amendment Effective Date. Medarex, Inc . Valentis, Inc. By: /s/ Ron Pepin By: /s/ Benjamin F. McGraw, III Name: Ron Pepin, Ph. D. Name: Benjamin F. McGraw, III, Pharm. D. Title: Senior Vice President, Business _____________ MEDAREX, Inc – dated as of January 15, 2007 (the ?Effective Date?), between VALENTIS, INC., a Delaware corporation, (acting on behalf of itself and as agent for its Affiliates) (?Valentis? or ?Seller?), and MEDAREX, Inc . a New Jersey corporation (?Medarex? or ?Buyer?). WHEREAS, Valentis desires to sell the Acquired Assets, on the terms and conditions set forth in this Agreement; and WHEREAS, Medarex wishes _____________ Medarex (inc – Medarex?s rights under the applicable Assigned Contract, the parties may, in Medarex?s sole option (i) cooperate to insure that the benefits of the Assigned Contract will inure to Medarex (inc luding the remittance by Valentis to Medarex of any revenues paid to Valentis which would be Medarex?s revenue if the Assigned Contracts have been assigned); and (2) cooperate to _____________ dt 1722408
Preview Full Doc	2006	Asset Transfer Agreement Asset Transfer Agreement (59K) Doc #2589680: Click preview link for longer preview. ASSET TRANSFER AGREEMENT BETWEEN VALENTIS, INC. AND JUVARIS BIOTHERAPEUTICS, INC. DATED AS OF OCTOBER 27, 2006 ARTICLE I. SALE AND PURCHASE OF ASSETS 1 Section 1.01 Purchase and Sale 1 Section 1.02 Deposit 1 Section 1.03 Allocation of Purchase Price 1 Section 1.04 Transfer of Assets 1 . . . 2589680	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Asset Transfer Agreement: VALENTIS, – EX-2.3 4 a06-20728_7ex2d3.htm EX-2 Exhibit 2.3 ASSET TRANSFER AGREEMENT BETWEEN VALENTIS, INC. AND JUVARIS BIOTHERAPEUTICS, INC. DATED AS OF OCTOBER 27, 2006 ARTICLE I. SALE AND PURCHASE OF ASSETS 1 Section 1.01 Purchase and Sale 1 Section 1.02 _____________ Valentis – Assets 1 Section 1.05 Termination of Exclusive License Agreement 3 Section 1.06 Assumed Liabilities 4 Section 1.07 Closing; Closing Deliveries 4 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF Valentis 5 Section 2.01 Organization 5 Section 2.02 Authority; Execution and Delivery; Enforceability 5 Section 2.03 Consents and Approvals; No Violations 5 Section 2.04 Title to _____________ VALENTIS – IV. COVENANTS 10 Section 4.01 Property Transfer Taxes 10 Section 4.02 Further Assurances; Etc. 10 Section 4.03 No Shop Agreement 10 Section 4.04 No Use of VALENTIS Names 10 Section 4.05 Bulk Transfer Laws 11 Section 4.06 Post-Closing Cooperation 11 ARTICLE V. SURVIVAL AND INDEMNIFICATION 11 Section 5.01 Survival. 11 Section 5.02 _____________ VALENTIS – Section 4.05 Bulk Transfer Laws 11 Section 4.06 Post-Closing Cooperation 11 ARTICLE V. SURVIVAL AND INDEMNIFICATION 11 Section 5.01 Survival. 11 Section 5.02 Indemnification by VALENTIS 11 Section 5.03 Indemnification by JUVARIS 11 Section 5.04 Indemnification Process 11 Section 5.05 Exclusive Remedy 12 ARTICLE VI. 12 Section 6.01 Disclaimer of Consequential _____________ Valentis, – 19 EXHIBITS Exhibit A List of Patents Exhibit B Exclusive License Agreement Exhibit C Cell Lines iii This ASSET TRANSFER AGREEMENT (this Agreement), dated as of October 27, 2006, between Valentis, Inc., a Delaware corporation, (acting on behalf of itself and as agent for its Affiliates) (VALENTIS), and Juvaris Biotherapeutics, Inc. (JUVARIS). WHEREAS, VALENTIS desires to sell, transfer, assign, convey _____________ dt 1666213 ;	WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Asset Transfer Agreement: Wilson Sonsini – 7701 (b) if to JUVARIS, to: Juvaris Biotherapeutics, Inc. 6200 Stoneridge Mall Road, 3F Pleasanton, CA 94588 Attention: CEO, President Facsimile No.: (925) 399-6100 with a required copy to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 Attention: Mario M. Rosati, Esq. Facsimile No.: (650) 493-6811 Any such notice or other document _____________ dt 1638344
Preview Full Doc	2007	Asset Transfer Agreement Asset Transfer Agreement (52K) Doc #2881360: Click preview link for longer preview. ASSET TRANSFER AGREEMENT BETWEEN VALENTIS, INC. AND COBRA BIOLOGICS LIMITED DATED AS OF AUGUST 7, 2006 TABLE OF CONTENTS Page ARTICLE I. SALE AND PURCHASE OF ASSETS 1 Section 1.01 Purchase and Sale 1 Section 1.02 Transfer of Assets . . . 2881360	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Asset Transfer Agreement: VALENTIS, – EX-2.12 2 a07-3223_1ex2d12.htm EX-2.12 Exhibit 2.12 ASSET TRANSFER AGREEMENT BETWEEN VALENTIS, INC. AND COBRA BIOLOGICS LIMITED DATED AS OF AUGUST 7, 2006 TABLE OF CONTENTS Page ARTICLE I. SALE AND PURCHASE OF ASSETS 1 Section 1.01 Purchase and Sale _____________ VALENTIS – Purchase and Sale 1 Section 1.02 Transfer of Assets 1 Section 1.03 Assumed Liabilities 2 Section 1.04 Closing; Closing Deliveries 3 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF VALENTIS 4 Section 2.01 Organization 4 Section 2.02 Authority; Execution and Delivery; Enforceability 4 Section 2.03 Consents and Approvals; No Violations 4 Section 2.04 Title to _____________ Valentis – 05 No Proceedings 8 ARTICLE IV. COVENANTS 8 i Page Section 4.01 Property Transfer Taxes 8 Section 4.02 Further Assurances; Etc 8 Section 4.03 No Use of Valentis Names 9 Section 4.04 Bulk Transfer Laws 9 Section 4.05 Post-Closing Cooperation 9 ARTICLE V. SURVIVAL AND INDEMNIFICATION 10 Section 5.01 Survival 10 Section 5.02 _____________ Valentis – Section 4.04 Bulk Transfer Laws 9 Section 4.05 Post-Closing Cooperation 9 ARTICLE V. SURVIVAL AND INDEMNIFICATION 10 Section 5.01 Survival 10 Section 5.02 Indemnification by Valentis 10 Section 5.03 Indemnification by COBRA 11 Section 5.04 Indemnification Process 11 ARTICLE VI. MISCELLANEOUS 12 Section 6.01 Notices 12 Section 6.02 Definitions; Interpretation 13 _____________ VALENTIS, – 15 Costs 18 Section 6.16 Equitable Relief. 18 EXHIBITS Exhibit A List of Patents iii This ASSET TRANSFER AGREEMENT (this ?Agreement?), dated as of , 2006 (the ?Closing Date?), between VALENTIS, INC., a Delaware corporation, (acting on behalf of itself and as agent for its Affiliates) (?Valentis?), and COBRA BIOLOGICS LIMITED (a wholly owned subsidiary of Cobra Biomanufacturing Plc) (?COBRA?). _____________ dt 1748452
Preview Full Doc	2001	Business Opportunity Agreement Business Opportunity Agreement (42K) Doc #1575878: Click preview link for longer preview. BUSINESS OPPORTUNITY AGREEMENT This BUSINESS OPPORTUNITY AGREEMENT, dated as of June 29, 2001 (this "Agreement"), is among ANKER COAL GROUP, INC., a Delaware corporation (the "Company"), the Persons (as defined below) who have executed this Agreement as shareholders of the Company (collectively, the "Shareholders"), the Persons who have executed this Agreement as holders of the Company's 14.25% Series B Second Priority Senior Secured Notes due 2001 (collectively, the "Bondholders"), Wexford Capital LLC, a Connecticut . . . 1575878	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Business Opportunity Agreement: Valentis – Agreement as holders of the Company's 14.25% Series B Second Priority Senior Secured Notes due 2001 (collectively, the "Bondholders"), Wexford Capital LLC, a Connecticut limited liability company ("Wexford"), Valentis Investors LLC, a Delaware limited liability company ("Valentis"), Wexford Spectrum Investors LLC, a Delaware limited liability company ("Spectrum"), Solitair Corp., a Delaware Corporation ("Solitair") the Company, the Shareholders and the _____________ "Valentis" – 25% Series B Second Priority Senior Secured Notes due 2001 (collectively, the "Bondholders"), Wexford Capital LLC, a Connecticut limited liability company ("Wexford"), Valentis Investors LLC, a Delaware limited liability company ("Valentis" ), Wexford Spectrum Investors LLC, a Delaware limited liability company ("Spectrum"), Solitair Corp., a Delaware Corporation ("Solitair") the Company, the Shareholders and the Bondholders are sometimes referred to collectively herein _____________ Valentis, – Corporation ("Solitair") the Company, the Shareholders and the Bondholders are sometimes referred to collectively herein as the "Parties". INTRODUCTION WHEREAS, Wexford serves as the investment manager or the manager of Valentis, Spectrum and Solitair and one or more employees of Wexford or other entities for which Wexford serves as investment manager or manager (together with Valentis, Spectrum and Solitair, the " _____________ Valentis, – manager or the manager of Valentis, Spectrum and Solitair and one or more employees of Wexford or other entities for which Wexford serves as investment manager or manager (together with Valentis, Spectrum and Solitair, the "Wexford Entities") may be elected to the board of directors of the Company; and WHEREAS, the Wexford Entities and their Affiliates own interests in a _____________ Valentis, – fact that this Agreement would be executed and in the future will rely on this Agreement and the commitments herein made by the Company, the Shareholders and the Bondholders; Wexford, Valentis, Spectrum, Solitair and other Wexford Entities that are beneficiaries of this Agreement will rely on this Agreement and the commitments herein made by the Company, the Shareholders and the _____________ dt 1666205 ;	Anker Coal Group Anker Coal Group Inc
Preview Full Doc	2001	Common Stock Purchase Warrant, Class A [Form] Common Stock Purchase Warrant, Class A [Form] (61K) Doc #331611: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-4.2 {SEQUENCE}3 {FILENAME}a2035050zex-4_2.txt {DESCRIPTION}EX-4.2 {TEXT} {PAGE} Exhibit 4.2 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER EACH OF THOSE LAWS IS AVAILABLE. THIS WARRANT IS SUBJECT TO PARTIAL CANCELATION UNDER CERTAIN CIRCUMSTANCES SET FORTH IN SECTION 9 HEREOF. THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS PROVIDED IN SECTION 24. No. WA- Right to Purchase ______________ Shares of Common Stock of Valentis, Inc. VALENTIS, INC. FORM OF COMMON STOCK PURCHASE WARRANT, CLASS A VALENTIS, INC., a Delaware corporation (the "Company"), hereby certifies that, for value received, [INSERT NAME OF HOLDER] or registered assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time on or after the Issuance Date and before 5:00 p.m., New York City time, on the Expiration Date (such capitalized term and all other capitalized terms used herein having the respective meanings provided herein), _____ fully paid and nonassessable shares of Common Stock at a purchase price per share equal to the Purchase Price. The number of such shares of Common Stock and the Purchase Price are subject to adjustment as provided in this Warrant. As used herein the following capitalized terms, unless the context otherwise requires, have the following respective meanings: "Aggregate Purchase Price" means at any time an amount equal to the product obtained by multiplying (x) the Purchase Price TIMES (y) the number of shares of Common Stock for which this Warrant may be exercised at such time. "Applicable Portion" means the lesser of (x) the unexercised portion of this Warrant that is outstanding on the applicable date of cancellation pursuant to Section 9 {PAGE} and (y) the portion of this Warrant which entitles the Holder to purchase a number of shares of Common Stock (or other securities deliverable hereunder) equal to fifty percent (50%) of the aggregate number of Warrant Shares subject to this Warrant, determined without regard to any prior exercise hereof. "Average Market Price" means the arithmetic average of the Market Price during any period of ten (10) consecutive Trading Days. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed. "Cancelation Date" has the meaning provided in Section 9(b). "Certificate of Designations" shall have the meaning provided in the Subscription Agreement. "Common Stock" means the Common Stock, $.001 par value, of the Company, or any shares of capital stock of the Company into which such shares shall be changed or reclassified after the Issuance Date. "Common Stock Equivalents" means any warrant, option, subscription or purchase right with respect to shares of Common Stock, any security convertible into, exchangeable for, or otherwise entitling the holder thereof to acquire, shares of Common Stock or any warrant, option, subscription or purchase right with respect to any such convertible, exchangeable or other security. "Company" shall include Valentis, Inc., a Delaware corporation, and any corporation that shall succeed to or assume the obligations of Valentis, Inc. hereunder in accordance with the terms hereof. "Current Fair Market Value" means when used with respect to the Common Stock as of a specified date with respect to each share of Common Stock, the average of the closing prices of the Common Stock sold on all securities exchanges (including the Nasdaq and the Nasdaq SmallCap) on which the Common Stock may at the time be listed, or, if there have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on such day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m., New York City time, or, if on such day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of five Trading Days consisting of the day as of which the Current Fair Market Value of Common Stock is being determined (or if such day is not a Trading Day, the Trading Day next preceding such day) and the four consecutive Trading Days prior to such day. If on the date for which Current Fair Market Value is to be determined the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter 2 {PAGE} market, the Current Fair Market Value of Common Stock shall be the greater of (i) the highest price per share of Common Stock at which the Company has sold shares of Common Stock or Common Stock Equivalents within 365 days prior to the date of such determination and (ii) the highest price per share which the Company could then obtain from a willing buyer (not an employee or director of the Company at the time of determination) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors. "Expiration Date" means the fourth anniversary of the Issuance Date. "Issuance Date" means the date of original issuance of this Warrant. "Market Price" shall have the meaning provided in the Certificate of Designations. "Nasdaq" means the Nasdaq National Market. "Nasdaq SmallCap" means the Nasdaq SmallCap Market. "1934 Act" means the Securities Exchange Act of 1934, as amended. "1933 Act" means the Securities Act of 1933, as amended. "Other Securities" means any stock (other than Common Stock) and other securities of the Company or any other Person which the Holder at any time shall be entitled to receive, or shall have received, on the exercise of this Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4. "Other Subscription Agreements" means the several Subscription Agreements, dated as of the date of the Subscription Agreement, by and between the Company and the several buyers named therein. "Other Warrants" means the Warrants and the Class B Warrants issued on the Issuance Date pursuant to the Subscription Agreement and the Other Subscription Agreements. "Person" means an individual, partnership, corporation, limited 331611	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Common Stock Purchase Warrant, Class A [Form]: Valentis, – THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS PROVIDED IN SECTION 24. No. WA- Right to Purchase ______________ Shares of Common Stock of Valentis, Inc. VALENTIS, INC. FORM OF COMMON STOCK PURCHASE WARRANT, CLASS A VALENTIS, INC., a Delaware corporation (the "Company"), hereby certifies that, for _____________ VALENTIS, – MAY NOT BE TRANSFERRED EXCEPT AS PROVIDED IN SECTION 24. No. WA- Right to Purchase ______________ Shares of Common Stock of Valentis, Inc. VALENTIS, INC. FORM OF COMMON STOCK PURCHASE WARRANT, CLASS A VALENTIS, INC., a Delaware corporation (the "Company"), hereby certifies that, for value received, [ _____________ VALENTIS, – No. WA- Right to Purchase ______________ Shares of Common Stock of Valentis, Inc. VALENTIS, INC. FORM OF COMMON STOCK PURCHASE WARRANT, CLASS A VALENTIS, INC., a Delaware corporation (the "Company"), hereby certifies that, for value received, [INSERT NAME OF HOLDER] or registered assigns (the "Holder"), is _____________ Valentis, – Common Stock or any warrant, option, subscription or purchase right with respect to any such convertible, exchangeable or other security. "Company" shall include Valentis, Inc., a Delaware corporation, and any corporation that shall succeed to or assume the obligations of Valentis, Inc. hereunder in accordance with _____________ Valentis, – or other security. "Company" shall include Valentis, Inc., a Delaware corporation, and any corporation that shall succeed to or assume the obligations of Valentis, Inc. hereunder in accordance with the terms hereof. "Current Fair Market Value" means when used with respect to the Common Stock as _____________ dt 610480
Preview Full Doc	2007	Employment Agreement Employment Agreement (26K) Doc #3182387: Click preview link for longer preview. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ï¿½Agreementï¿½), effective as of September 1, 2007 (ï¿½Effective Dateï¿½), between Urigen Pharmaceuticals, Inc., a Delaware corporation (the ï¿½Companyï¿½), and Dennis Giesing (the ï¿½Employeeï¿½). WHEREAS, the Board of Directors of the Company (the ï¿½Boardï¿½) has determined that it is in the best interests of the Company and its shareholders to employ the Employee in the position set forth below, and the Employee desires to serve in that capacity. NOW, THEREFORE, in consideration of the foregoing premises, the Company and Employee . . . 3182387	Valentis Valentis, Inc. ( Biological Products )
Full Doc	2007	Executive Employment Agreement Executive Employment Agreement (64K) Doc #3001458: This document is immediately available for purchase, but does not have a preview available for viewing. 3001458	Valentis Valentis, Inc. ( Biological Products )
Preview Full Doc	2003	Lease Termination Agreement Lease Termination Agreement (61K) Doc #167194: Click preview link for longer preview. LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (this "*Agreement") is entered into as of the Reference Date by and between Landlord and Tenant, with reference to the following: 1. General Terms. (a) Reference Date:* September 4, 2003 (b) *Landlord:* WOODLANDS OFFICE EQUITIES-'95 LIMITED a Texas limited partnership (c) *Tenant:* VALENTIS, INC., a Delaware corporation (d) *Building:* Valentis Building, 8301 New Trails, The Woodlands, Montgomery County, Texas (e) *Lease:* Lease Agreement between Landlord and Tenant dated October 29, 1993, as amended and modified (f) *Premises:* 4.2 acres described on Exhibit A attached hereto with the 38,400 rentable square foot Building and other improvements located thereon. (g) *Termination Date:* 11:59 p.m. on September 4, 2003 (h) *Termination Fee:* (i) $232,000.00 payable by Tenant on or before the Termination Date, $151,330.34 of which shall be paid to Landlord from proceeds held by DoveBid from the sale of equipment formerly located at the Premises and on which Landlord has a valid and perfected security interest, and the balance of which being paid in good funds directly from Tenant to Landlord, and (ii) 185,000 shares of common stock of Tenant, par value $.001 per share, together with certain rights set forth in the agreement, attached hereto as Exhibit B (the "*Stock Issuance and Restriction Agreement"), pertaining to Landlord's registration rights for, and Tenant's option to repurchase, those shares. 2. Recitals. (a) Pursuant to the Lease, Landlord, as successor in-interest to The Woodlands Corporation, leased to GeneMedicine, Inc. and GeneMedicine, Inc. leased from Landlord, the Premises located in the Building upon the terms and at the rental more particularly set forth in the Lease. (b) Tenant, formerly known as Megabios Corp., is the successor in interest to GeneMedicine, Inc. under the Lease. (c) Tenant desires to terminate the Lease, and Landlord is willing to agree to a termination of the Lease subject to the terms and conditions set forth in this Agreement and the Stock Issuance and Restriction Agreement. Capitalized terms used in this Agreement, unless expressly provided otherwise in this Agreement, shall have the same meanings given to such terms in the Lease. 3. Termination. For good and valuable consideration, the receipt and adequacy of which are acknowledged, the Lease is terminated as of the Termination Date subject to the conditions set forth in this Agreement and the Stock Issuance and Restriction Agreement. Thereafter, Tenant shall have no further right to occupy and/or use the Premises. After the Termination Date and Tenant's payment of the Termination Fee, neither Tenant nor Landlord shall have any further liability or obligation to the other with respect to the Lease, except as expressly set forth in this Agreement and the Stock Issuance and Restriction Agreement. 4. Tenant's Obligations. By the Termination Date, Tenant shall have (a) peaceably vacated and surrendered the Premises to Landlord; (b) paid to Landlord the Termination Fee; (c) removed from the Premises all persons occupying and using the Premises by, through or under Tenant and removed from the Premises all personal property (other than fixtures) owned by Tenant; and (d) returned to Landlord all suite keys, restroom keys and security cards issued to Tenant in connection with its use of the Premises, all of the foregoing being subject to the satisfaction of Landlord. 5. Mutual Release. Effective on the Termination Date: (a) Tenant, on behalf of itself and its partners, officers, directors, agents, employees, successors in interest and assigns, releases and discharges Landlord, its affiliates, subsidiaries and designated property management construction and marketing firms, and their respective partners, members, officers, directors, agents, employees, contractors, successors in interest and assigns, from and against any and all claims, demands, causes of action, liabilities and obligations, known and unknown, foreseen and unforeseen, direct and indirect, in any way arising out of or relating to the Lease and/or Tenant's use and occupancy of the Premises; it being the express intention of the parties that the foregoing shall be deemed to be a full and general release, except for the provisions of this Agreement and the Stock Issuance and Restriction Agreement. (b) Landlord, on behalf of itself and its affiliated companies, partners, officers, directors, agents, employees, successors in interest and assigns, releases and discharges Tenant and Tenant's partners, officers, directors, agents, employees, successors in interest and assigns from and against any and all claims, demands, causes of action, liabilities and obligations, known and unknown, foreseen and unforeseen, direct and indirect, in any way arising out of or relating to the Lease and/or Tenant's use and occupancy of the Premises; it being the express intention of the parties that the foregoing shall be deemed to be a full and general release, except for the following items which shall survive the termination of the Lease: (i) Tenant's obligations under the Lease which accrue prior to the Termination Date other than the obligation to pay Base Rent or Additional Rent; (ii) Tenant's obligations under the Lease which pertain to the vacation or condition of the Premises, insurance, indemnification and any other provisions which expressly survive the termination of the Lease other than the obligation to pay Base Rent or Additional Rent; and (iii) the provisions of this Agreement and the Stock Issuance and Restriction Agreement. 6. Access. Landlord may prohibit access by Tenant to the Premises after the Termination Date by changing the locks to the Premises or by any other means permitted by the Lease, at law or in equity. 7. Removal of Property*. (a) Notwithstanding anything in the Lease to the contrary, all permanent or built-in fixtures or improvements, all mechanical, electrical and plumbing equipment, all furnishings, equipment, furniture, trade fixtures and other equipment in the Premises shall be and become the property of Landlord as of the Termination Date. (b) If any furnishings, equipment, furniture, trade fixtures or other equipment are located on the Premises on the Termination Date, Tenant grants to Landlord the option, exercisable at any time thereafter without the requirement of any notice to Tenant, (i) to treat such property, or any part of such property, as being abandoned by Tenant to Landlord, in which event Landlord shall be deemed to have full rights of ownership in such abandoned property; provided however, that Landlord shall not assume title to, or an ownership interest in, and Tenant shall be liable for the cleanup and removal of, any "solid waste," or other material which is regulated as hazardous by any applicable environmental, health or safety laws which by, through, or under Tenant was caused to be located on the Premises, and 167194	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Lease Termination Agreement: VALENTIS, – following: 1. General Terms. (a) Reference Date: September 4, 2003 (b) Landlord: WOODLANDS OFFICE EQUITIES-'95 LIMITED a Texas limited partnership (c) Tenant: VALENTIS, INC., a Delaware corporation (d) Building: Valentis Building, 8301 New Trails, The Woodlands, Montgomery County, Texas (e) Lease: Lease Agreement between Landlord _____________ Valentis – September 4, 2003 (b) Landlord: WOODLANDS OFFICE EQUITIES-'95 LIMITED a Texas limited partnership (c) Tenant: VALENTIS, INC., a Delaware corporation (d) Building: Valentis Building, 8301 New Trails, The Woodlands, Montgomery County, Texas (e) Lease: Lease Agreement between Landlord and Tenant dated October 29, 1993, as amended _____________ VALENTIS, – L.P., a Texas limited partnership Its Authorized Agent By: /s/ JOHN S. LANDRUM Name: John S. Landrum Title: Chief Investment Officer TENANT: VALENTIS, INC., a Delaware corporation By: /s/ BENJAMIN F. MCGRAW Name: Benjamin F. McGraw Title: Chairman, President and CEO 4 EXHIBIT A LEGAL _____________ Valentis, – ISSUANCE AND RESTRICTION AGREEMENT THIS STOCK ISSUANCE AND RESTRICTION AGREEMENT (the "Agreement") is made between Woodlands Office Equities'95 Limited (the "Holder") and Valentis, Inc., a Delaware corporation (the "Company"), as of August , 2003 (the "Effective Date"). RECITALS WHEREAS, pursuant to that certain Lease Termination Agreement, _____________ VALENTIS, – P. a Texas limited partnership By: The Woodlands Operating Company, L.P., a Texas limited partnership Its Authorized Agent By: Name: Title: COMPANY: VALENTIS, INC., a Delaware corporation By: Name: Title: 13 QuickLinks LEASE TERMINATION AGREEMENT EXHIBIT A LEGAL DESCRIPTION EXHIBIT B STOCK ISSUANCE AND RESTRICTION _____________ dt 130485 ;	Woodlands Office Equities-'95 Ltd.
Preview Full Doc	2003	Lease Termination Agreement Lease Termination Agreement (61K) Doc #331555: Click preview link for longer preview. LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (this "*Agreement") is entered into as of the Reference Date by and between Landlord and Tenant, with reference to the following: 1. General Terms. (a) Reference Date:* September 4, 2003 (b) *Landlord:* WOODLANDS OFFICE EQUITIES-'95 LIMITED a Texas limited partnership (c) *Tenant:* VALENTIS, INC., a Delaware corporation . . . 331555	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Lease Termination Agreement: VALENTIS, – following: 1. General Terms. (a) Reference Date: September 4, 2003 (b) Landlord: WOODLANDS OFFICE EQUITIES-'95 LIMITED a Texas limited partnership (c) Tenant: VALENTIS, INC., a Delaware corporation (d) Building: Valentis Building, 8301 New Trails, The Woodlands, Montgomery County, Texas (e) Lease: Lease Agreement between Landlord _____________ Valentis – September 4, 2003 (b) Landlord: WOODLANDS OFFICE EQUITIES-'95 LIMITED a Texas limited partnership (c) Tenant: VALENTIS, INC., a Delaware corporation (d) Building: Valentis Building, 8301 New Trails, The Woodlands, Montgomery County, Texas (e) Lease: Lease Agreement between Landlord and Tenant dated October 29, 1993, as amended _____________ VALENTIS, – L.P., a Texas limited partnership Its Authorized Agent By: /s/ JOHN S. LANDRUM Name: John S. Landrum Title: Chief Investment Officer TENANT: VALENTIS, INC., a Delaware corporation By: /s/ BENJAMIN F. MCGRAW Name: Benjamin F. McGraw Title: Chairman, President and CEO 4 EXHIBIT A LEGAL _____________ Valentis, – ISSUANCE AND RESTRICTION AGREEMENT THIS STOCK ISSUANCE AND RESTRICTION AGREEMENT (the "Agreement") is made between Woodlands Office Equities'95 Limited (the "Holder") and Valentis, Inc., a Delaware corporation (the "Company"), as of August , 2003 (the "Effective Date"). RECITALS WHEREAS, pursuant to that certain Lease Termination Agreement, _____________ VALENTIS, – P. a Texas limited partnership By: The Woodlands Operating Company, L.P., a Texas limited partnership Its Authorized Agent By: Name: Title: COMPANY: VALENTIS, INC., a Delaware corporation By: Name: Title: 13 QuickLinks LEASE TERMINATION AGREEMENT EXHIBIT A LEGAL DESCRIPTION EXHIBIT B STOCK ISSUANCE AND RESTRICTION _____________ dt 610428
Preview Full Doc	2003	License and Option Agreement License and Option Agreement (101K) Doc #331570: Click preview link for longer preview. LICENSE AND OPTION AGREEMENT THIS LICENSE AND OPTION AGREEMENT (Agreement) effective as of December 19, 2002 (Effective Date), is made and entered into by and between VALENTIS, INC., a Delaware corporation, having its principal place of business at 863A Mitten Road, Burlingame, CA 94010, USA (Valentis) and SCHERING AG, a German corporation having its principal place of business at Mllerstrasse 178, 13353 Berlin, Germany (Schering). Valentis and Schering each may be referred to herein individually as a Party, or collectively as the Parties. BACKGROUND A. Valentis owns or otherwise controls certain intellectual property and other rights in and to technologies relating to the delivery and expression of genes, that may have substantial commercial value; and B. Schering desires to obtain from Valentis a license and options to use such delivery technologies to do research on, develop, make, have made, use and sell pharmaceutical products; and C. Valentis is willing to grant such license and options to Schering on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, Valentis and Schering hereby agree as follows: PART I - DEFINITIONS 1 DEFINITIONS As used in this Agreement, the following terms shall have the meanings indicated: 1.1 Affiliate means any person, corporation, partnership, firm, joint venture or other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, Valentis or Schering, as the case may be. As used in this definition (but not elsewhere in this Agreement), control means the possession of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of the outstanding voting securities or by contract or otherwise. 1.2 Audit Disagreement shall have the meaning set forth in Section 15.5.2. 6 1.3 Average Royalty Percentage shall have the meaning set forth in Section 5.3.1 and 9.3.1. 1.4 Backup Gene shall be a gene substituted for one of the Genes pursuant to Section 13. 1.5 Backup License shall have the meaning set forth in Section 13.2. 1.6 Bankruptcy Event shall have the meaning set forth in Section 19.4. 1.7 Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in California, US, or Berlin. Germany. 1.8 Clinical Development means the conduct of studies of a Product in humans to assess the dosing, safety and/or efficacy of such Product, including, but not limited to, Phase I Clinical Trials, Phase II Clinical Trials and Phase III Clinical Trials. 1.9 CMC/Manufacturing shall mean the development of one or more processes for the manufacture and packaging of the Product for Preclinical Development, Clinical Development and Commercialization, and shall include, without limitation, formulation, production, fill/finish, sourcing of components, raw materials and packaging supplies, development of regulatory methods and controls, including assays, quality control and quality assurance methodology and stability protocols. 1.10 Commercializationand Commercialize shall refer to all activities undertaken relating to the manufacture for commercial sale, pre-marketing, marketing, distribution and sale of a Product, and the process of Commercialization, respectively. 1.11 Confidential Information shall have the meaning assigned to it in Section 20.1. 1.12 Control or Controlled shall mean possession of the ability to grant a license or sublicense of patent rights, know-how, Technical Information or other intangible rights as provided for herein without violating the terms of any agreement or other arrangement with any Third Party. 1.13 Device shall mean, individually or collectively, as the case may be, the electroporation generator used for the electrically assisted delivery of Products and/or the disposable applicator. 1.14 Disease Class means a disease category being the subject of a separate Section of the Merck Manual of Diagnosis and Therapy, 17^thEdition, 1999. 1.15 Drug Approval Application means an application for Regulatory Approval required to be approved before commercial sale or use of a Product as a drug in a regulatory jurisdiction, including, for purposes of Regulatory Approval in the US, a New Drug Application or a Biological License Application and all supplements filed pursuant to the requirements of the FDA (including all documents, data and other information concerning a Product that are necessary for, or included in, FDA approval to market a Product) and, 7 for the purposes of Regulatory Approval in the EU, all applications for Regulatory Approval to EMEA or any other applicable national regulatory authority. 1.16 Effective Date shall have the meaning set forth at the head of this Agreement. 1.17 Electroporation means a certain delivery technology licensed by Valentis from Genetronics, Inc., relating to electrically-assisted plasmid delivery to muscle for therapeutic or prophylactic applications, excluding DNA vaccines. 1.18 Electroporation Intellectual Property means Electroporation Know-How and Electroporation Patents. 1.19 Electroporation Know-How means all information currently existing, whether or not patentable, that is Controlled by Valentis or its Affiliates and that relates to Electroporation, and Improvements to Electroporation coming within the ownership or Control of Valentis or its Affiliates during the term of this Agreement. 1.20 Electroporation Patents means any Patents relating to Electroporation, owned or Controlled by Valentis or its Affiliates. A list of Electroporation Patents existing as of the Effective Date is attached hereto as Appendix 1.20. Electroporation Patents shall also include any Patent on any Improvement to Electroporation coming within the ownership or Control of Valentis during the term of this Agreement. 1.21 EMEA means the European Medicines Evaluation Agency, or any successor agency. 1.22 EU means the countries of the European Union, at any given point in time. 1.23 FDA means the United States Food and Drug Administration of the Department of Health and Human Services, or any successor agency with responsibility for regulating the development, manufacture and sale of human pharmaceutical products. 1.24 Field means all preventive, therapeutic or diagnostic applications in humans. 1.25 First Commercial Sale means the date Schering or an Affiliate or a sublicensee of Schering first sells commercially, pursuant to a Regulatory Approval, a Product to a Third Party in any country of the Territory. A sale of a Product by Schering to an Affiliate or sublicensee under this Agreement shall not constitute a First Commercial Sale. 1.26 Follow-on Product shall have the meaning as set forth in Section 5.2.2. 1.27 Gene(s) shall mean Gene X, [*] and [], or each of them. 1.28 GeneSwitch Intellectual Property* means GeneSwitch Know-How and GeneSwitch Patents. 1.29 GeneSwitch Know-How means all information currently existing, whether or not patentable that is Controlled by Valentis or its Affiliates and that relates to GeneSwitch 331570	Valentis Valentis, Inc. ( Biological Products ) As referenced in this License and Option Agreement: VALENTIS, – EX-10.1 3 j7553_ex10d1.htm EX-10.1 Exhibit 10.1 LICENSE AND OPTION AGREEMENT BETWEEN VALENTIS, INC. AND SCHERING AG CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE _____________ Valentis – 11.3 Improvement Patents ARTICLE 12 IMPROVEMENTS; INFORMATION EXCHANGE 12.1 Principle 12.2 Annual updates 12.3 Ad hoc notifications 12.4 Valentis Improvements 12.5 Schering Information and Data 12.6 Adverse Drug Reactions ARTICLE 13 SUBSTITUTION OF GENES 13.1 Substitution by Backup Genes _____________ Valentis – relating to Electroporation Appendix 1.30 GeneSwitch Patents Appendix 1.62 PINC Patents Appendix 1.70 Supplies and Technical Information Appendix 2.2 Valentis Third Party Licenses Appendix 4 Terms for Supply of Electroporation Devices Appendix 5.3.1 Calculation of Royalties 5 LICENSE AND OPTION AGREEMENT _____________ VALENTIS, – AGREEMENT THIS LICENSE AND OPTION AGREEMENT (Agreement) effective as of December 19, 2002 (Effective Date), is made and entered into by and between VALENTIS, INC., a Delaware corporation, having its principal place of business at 863A Mitten Road, Burlingame, CA 94010, USA (Valentis) and SCHERING AG, _____________ (Valentis) – into by and between VALENTIS, INC., a Delaware corporation, having its principal place of business at 863A Mitten Road, Burlingame, CA 94010, USA (Valentis) and SCHERING AG, a German corporation having its principal place of business at Mllerstrasse 178, 13353 Berlin, Germany (Schering). Valentis and Schering _____________ dt 610443 ; Schering Schering AG ( Pharmaceutical Preparations ) As referenced in this License and Option Agreement: SCHERING AG – EX-10.1 3 j7553_ex10d1.htm EX-10.1 Exhibit 10.1 LICENSE AND OPTION AGREEMENT BETWEEN VALENTIS, INC. AND SCHERING AG CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION _____________ SCHERING AG, – and between VALENTIS, INC., a Delaware corporation, having its principal place of business at 863A Mitten Road, Burlingame, CA 94010, USA (Valentis) and SCHERING AG, a German corporation having its principal place of business at Mllerstrasse 178, 13353 Berlin, Germany (Schering). Valentis and Schering each may be _____________ Schering AG, – or regulatory requirements, including the FDA, the EMEA and the Securities and Exchange Commission, in which case Schering shall be referred to as Schering AG, Germany. 20.5 Termination of Prior Agreements. This Agreement supersedes any prior Confidentiality Agreements entered into between the Parties, provided that all _____________ Schering AG – Valentis: Valentis, Inc. 863A Mitten Road Burlingame, California 94010, USA Attn: Chief Executive Officer Facsimile: +1 (650) 652-1990 36 If to Schering: Schering AG Mlerstr. 178 13353 Berlin, Germany Attn: Legal Department Facsimile: +49-30-46814086 With a copy to: Berlex Biosciences 2600 Hilltop Drive Richmond, _____________ SCHERING AG – have authored the ambiguous provision. IN WITNESS WHEREOF, Valentis and Schering have executed this Agreement by their respective duly authorized representatives. VALENTIS, INC. SCHERING AG (Valentis) (Schering) Date: 19 Dec 02 Date: 19 Dec 02 By: /s/ Benjamin F. McGraw, III By: /s/ Bjrn Wallmark Name: Benjamin _____________ dt 661744 ;	Transgene Transgene SA ( Commercial Physical & Biological Research ) As referenced in this License and Option Agreement: transgene – Control of Valentis during the term of this Agreement. 1.31 GeneSwitch Technology means the mutated steroid hormone-based expression system for regulating transgene expression licensed by Valentis from Baylor College of Medicine. 1.32 Gene X means the gene to be named by Schering pursuant to _____________ Transgene – 10/124,739 CIP w/priority to 6/6/95 filed 4/16/02, pending 2 WO/0224899 Improved System for Regulation of Transgene Expression (Assigned to Valentis) filed as PCT/US01/30305 on 09/25/01, priority to 09/25/00 TRADEMARK/SERVICEMARK Serial Number Mark _____________ dt 605134
Preview Full Doc	2006	License Agreement License Agreement (44K) Doc #2589681: Click preview link for longer preview. LICENSE AGREEMENT This License Agreement (the ï¿½Agreementï¿½), effective as of October 27, 2006 (the ï¿½Effective Dateï¿½), is entered into by and between Valentis, Inc., a Delaware corporation having offices at 863A Mitten Road, Burlingame, California 94010 (ï¿½Valentisï¿½) and Juvaris BioTherapeutics, Inc., a Delaware corporation having offices at 6200 Stoneridge Mall Road, Suite 3F, Pleasanton, CA 94588 (ï¿½Juvarisï¿½). All references to Valentis and Juvaris in this Agreement shall include their Affiliates (as defined below). BACKGROUND A. . . . 2589681	Valentis Valentis, Inc. ( Biological Products ) As referenced in this License Agreement: Valentis, – a06-20728_7ex10d1.htm EX-10 Exhibit 10.1 LICENSE AGREEMENT This License Agreement (the ?Agreement?), effective as of October 27, 2006 (the ?Effective Date?), is entered into by and between Valentis, Inc., a Delaware corporation having offices at 863A Mitten Road, Burlingame, California 94010 (?Valentis?) and Juvaris BioTherapeutics, Inc., a Delaware corporation having offices at 6200 Stoneridge Mall Road, Suite _____________ ?Valentis? – Agreement?), effective as of October 27, 2006 (the ?Effective Date?), is entered into by and between Valentis, Inc., a Delaware corporation having offices at 863A Mitten Road, Burlingame, California 94010 (?Valentis? ) and Juvaris BioTherapeutics, Inc., a Delaware corporation having offices at 6200 Stoneridge Mall Road, Suite 3F, Pleasanton, CA 94588 (?Juvaris?). All references to Valentis and Juvaris in this Agreement _____________ Valentis – 863A Mitten Road, Burlingame, California 94010 (?Valentis?) and Juvaris BioTherapeutics, Inc., a Delaware corporation having offices at 6200 Stoneridge Mall Road, Suite 3F, Pleasanton, CA 94588 (?Juvaris?). All references to Valentis and Juvaris in this Agreement shall include their Affiliates (as defined below). BACKGROUND A. Valentis is the owner or exclusive licensee of certain Patent Rights and Know-How (as such _____________ Valentis – offices at 6200 Stoneridge Mall Road, Suite 3F, Pleasanton, CA 94588 (?Juvaris?). All references to Valentis and Juvaris in this Agreement shall include their Affiliates (as defined below). BACKGROUND A. Valentis is the owner or exclusive licensee of certain Patent Rights and Know-How (as such terms are defined below), and Juvaris wishes to acquire a license under the Patent Rights _____________ Valentis – licensee of certain Patent Rights and Know-How (as such terms are defined below), and Juvaris wishes to acquire a license under the Patent Rights and Know-How; and B. Valentis is willing to grant Juvaris such a license, on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter recited, the _____________ dt 1748448
Preview Full Doc	2006	License Agreement License Agreement (31K) Doc #2591172: Click preview link for longer preview. LICENSE AGREEMENT This License Agreement (the ï¿½Agreementï¿½), effective as of October 23, 2006 (the ï¿½Effective Dateï¿½), is entered into by and between Vical, Inc., a Delaware corporation having offices at 863A Mitten Road, Burlingame, California 94010 (ï¿½Valentisï¿½) and Vical Incorporated, a Delaware corporation having offices at 10309 Pacific Center Court (ï¿½Vicalï¿½). All references to Valentis and Vical in this Agreement shall include their Affiliates (as defined below). BACKGROUND A. Valentis is the owner or . . . 2591172	Valentis Valentis, Inc. ( Biological Products ) As referenced in this License Agreement: ?Valentis? – Agreement?), effective as of October 23, 2006 (the ?Effective Date?), is entered into by and between Vical, Inc., a Delaware corporation having offices at 863A Mitten Road, Burlingame, California 94010 (?Valentis? ) and Vical Incorporated, a Delaware corporation having offices at 10309 Pacific Center Court (?Vical?). All references to Valentis and Vical in this Agreement shall include their Affiliates (as defined _____________ Valentis – a Delaware corporation having offices at 863A Mitten Road, Burlingame, California 94010 (?Valentis?) and Vical Incorporated, a Delaware corporation having offices at 10309 Pacific Center Court (?Vical?). All references to Valentis and Vical in this Agreement shall include their Affiliates (as defined below). BACKGROUND A. Valentis is the owner or exclusive licensee of certain Patent Rights and Know-How (as such _____________ Valentis – Incorporated, a Delaware corporation having offices at 10309 Pacific Center Court (?Vical?). All references to Valentis and Vical in this Agreement shall include their Affiliates (as defined below). BACKGROUND A. Valentis is the owner or exclusive licensee of certain Patent Rights and Know-How (as such terms are defined below), and Vical wishes to acquire a license under the Patent Rights _____________ Valentis – licensee of certain Patent Rights and Know-How (as such terms are defined below), and Vical wishes to acquire a license under the Patent Rights and Know-How; and B. Valentis is willing to grant Vical such a license, on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter recited, the _____________ Valentis – ideas, concepts, inventions, discoveries, data, designs, formulas, specifications, procedures for experiments and tests and other protocols, results of experimentation and testing, fermentation and purification techniques, and assay protocols owned by Valentis as of the Effective Date and Vical after the Effective Date which may be necessary for the practice of the Valentis Patent Rights solely as contemplated hereunder. Know-How shall _____________ dt 1748449
Preview Full Doc	2007	License Agreement License Agreement (52K) Doc #2830739: Click preview link for longer preview. LICENSE AGREEMENT BETWEEN URIGEN HOLDINGS INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA CASE NOs. SD2003-049 and SD2004-134 ?Novel Intravesical Therapy For Immediate Symptom Relief And Chronic Therapy In Interstitial Cystitis Patients? TABLE OF CONTENTS Article 1: Definitions 3 Article 2: Grant 5 Article 3: Considerations 7 . . . 2830739	Valentis Valentis, Inc. ( Biological Products )
Preview Full Doc	2007	License Agreement License Agreement (55K) Doc #2830740: Click preview link for longer preview. LICENSE AGREEMENT This License Agreement (the ï¿½Agreementï¿½) is made and entered into as of May 12, 2006 (the ï¿½Effective Dateï¿½), by and between Kalium, Inc., a corporation organized under the laws of the State of California (ï¿½KALIUMï¿½), having a registered address at 5197 Alta Vista Street, San Diego, California, USA, 92019, and Urigen Holdings Inc., a corporation organized under the laws of British Columbia, Canada (ï¿½URIGENï¿½), having an office of registered and records office at 25th Floor, 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3, Canada. KALIUM and URIGEN may . . . 2830740	Valentis Valentis, Inc. ( Biological Products )
Preview Full Doc	2007	License Agreement License Agreement (52K) Doc #2901145: Click preview link for longer preview. LICENSE AGREEMENT BETWEEN URIGEN HOLDINGS INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA CASE NOs. SD2003-049 and SD2004-134 ?Novel Intravesical Therapy For Immediate Symptom Relief And Chronic Therapy In Interstitial Cystitis Patients? TABLE OF CONTENTS Article 1: Definitions 3 Article 2: Grant 5 Article 3: Considerations 7 . . . 2901145	Valentis Valentis, Inc. ( Biological Products )
Preview Full Doc	2007	License Agreement License Agreement (55K) Doc #2901146: Click preview link for longer preview. LICENSE AGREEMENT This License Agreement (the ï¿½Agreementï¿½) is made and entered into as of May 12, 2006 (the ï¿½Effective Dateï¿½), by and between Kalium, Inc., a corporation organized under the laws of the State of California (ï¿½KALIUMï¿½), having a registered address at 5197 Alta Vista Street, San Diego, California, USA, 92019, and Urigen Holdings Inc., a corporation organized under the laws of British Columbia, Canada (ï¿½URIGENï¿½), having an office of registered and records office at 25th Floor, 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3, Canada. KALIUM and URIGEN may . . . 2901146	Valentis Valentis, Inc. ( Biological Products )
Full Doc	2009	License Agreement License Agreement (5K) Doc #3588832: This document is immediately available for purchase, but does not have a preview available for viewing. 3588832	Valentis Valentis, Inc. ( Biological Products )
Full Doc	2009	License Agreement License Agreement (5K) Doc #3699352: This document is immediately available for purchase, but does not have a preview available for viewing. 3699352	Valentis Valentis, Inc. ( Biological Products )
Preview Full Doc	2003	For Immediate Release For Immediate Release (3K) Doc #331559: Click preview link for longer preview. Valentis, Inc. SCO Financial Group LLC Joe Markey Laura Gorayeb (Media) (650) 697-1900 x369 (212) 554-4158 jmarkey@valentis.com lgorayeb@scogroup.com FOR IMMEDIATE RELEASE VALENTIS ANNOUNCES SETTLEMENT OF PATENT INFRINGEMENT . . . 331559	Valentis Valentis, Inc. ( Biological Products ) As referenced in this For Immediate Release: Valentis, – EX-99.1 3 j2947_ex99d1.htm EX-99.1 Exhibit 99.1 Valentis, Inc. SCO Financial Group LLC Joe Markey Laura Gorayeb (Media) (650) 697-1900 x369 (212) 554-4158 jmarkey@valentis.com lgorayeb@scogroup. _____________ @valentis. – 1 Exhibit 99.1 Valentis, Inc. SCO Financial Group LLC Joe Markey Laura Gorayeb (Media) (650) 697-1900 x369 (212) 554-4158 jmarkey@valentis. com lgorayeb@scogroup.com FOR IMMEDIATE RELEASE VALENTIS ANNOUNCES SETTLEMENT OF PATENT INFRINGEMENT LITIGATION Burlingame, Calif., July 8, 2003- Valentis, Inc. (NASDAQ:VLTS) _____________ VALENTIS – Group LLC Joe Markey Laura Gorayeb (Media) (650) 697-1900 x369 (212) 554-4158 jmarkey@valentis.com lgorayeb@scogroup.com FOR IMMEDIATE RELEASE VALENTIS ANNOUNCES SETTLEMENT OF PATENT INFRINGEMENT LITIGATION Burlingame, Calif., July 8, 2003- Valentis, Inc. (NASDAQ:VLTS) announced that its wholly-owned subsidiary, PolyMASC Pharmaceuticals _____________ Valentis, – 554-4158 jmarkey@valentis.com lgorayeb@scogroup.com FOR IMMEDIATE RELEASE VALENTIS ANNOUNCES SETTLEMENT OF PATENT INFRINGEMENT LITIGATION Burlingame, Calif., July 8, 2003- Valentis, Inc. (NASDAQ:VLTS) announced that its wholly-owned subsidiary, PolyMASC Pharmaceuticals plc, has settled its patent infringement litigation against ALZA Corporation, a _____________ Valentis. – the funds from this settlement toward completion of the Phase II clinical trial of that product, stated Benjamin F. McGraw, III, CEO of Valentis. PolyMASC initiated infringement proceedings against ALZA in the United States in April 2001, for infringement of U.S. Patent Number 6,132, _____________ dt 610432
Preview Full Doc	2002	For Immediate Release For Immediate Release (4K) Doc #331585: Click preview link for longer preview. Valentis, Inc. SCO Financial Group LLC Robin Terasaki (Corp. Communications) Laura Gorayeb (Media) (650) 697-1900 x262 (212) 554-4158 rterasaki@valentis.com lgorayeb@scogroup.com FOR IMMEDIATE RELEASE VALENTIS RECEIVES NASDAQ DELISTING NOTICE AND PLANS . . . 331585	Valentis Valentis, Inc. ( Biological Products ) As referenced in this For Immediate Release: Valentis, – EX-99.1 3 a2088323zex-99_1.htm EXHIBIT 99.1 Exhibit 99.1 Valentis, Inc. SCO Financial Group LLC Robin Terasaki (Corp. Communications) Laura Gorayeb (Media) (650) 697-1900 x262 (212) 554-4158 rterasaki@valentis.com _____________ @valentis. – 99.1 Valentis, Inc. SCO Financial Group LLC Robin Terasaki (Corp. Communications) Laura Gorayeb (Media) (650) 697-1900 x262 (212) 554-4158 rterasaki@valentis. com lgorayeb@scogroup.com FOR IMMEDIATE RELEASE VALENTIS RECEIVES NASDAQ DELISTING NOTICE AND PLANS APPEAL Burlingame, Calif., August 27, 2002Valentis, Inc. (Nasdaq: VLTS) _____________ VALENTIS – Robin Terasaki (Corp. Communications) Laura Gorayeb (Media) (650) 697-1900 x262 (212) 554-4158 rterasaki@valentis.com lgorayeb@scogroup.com FOR IMMEDIATE RELEASE VALENTIS RECEIVES NASDAQ DELISTING NOTICE AND PLANS APPEAL Burlingame, Calif., August 27, 2002Valentis, Inc. (Nasdaq: VLTS) announced today that it received a Nasdaq Staff _____________ Valentis – holders of the Companys preferred stock will have the right to require the Company to redeem some or all of the preferred stock. Valentis is Converting Biologic Discoveries into Innovative Products. Valentis has three product platforms for the development of novel therapeutics: the GeneMedicine, GeneSwitch and DNA _____________ Valentis – the right to require the Company to redeem some or all of the preferred stock. Valentis is Converting Biologic Discoveries into Innovative Products. Valentis has three product platforms for the development of novel therapeutics: the GeneMedicine, GeneSwitch and DNA vaccine platforms. The GeneMedicine platform includes a comprehensive _____________ dt 610459
Preview Full Doc	2002	Non-Exclusive License Agreement Non-Exclusive License Agreement (43K) Doc #154745: Click preview link for longer preview. NON-EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of October 28, 2002 (the "Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); and WHEREAS, Epimmune wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Patent Rights to develop and commercialize Products in the Field (as such term is defined below), on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the parties hereto hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 "AFFILIATE" shall mean any corporation or other entity which controls, is controlled by, or is under common control with, a party. A corporation or other entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly controls 100% of the voting securities or other ownership interest of the other corporation or entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity. 1.2 "BIOLOGICAL MATERIAL" shall mean Valentis' proprietary plasmid backbone, designated pMB75.6, all information, maps or data relating to such plasmid backbone supplied by Valentis to Epimmune, and all derivatives or modifications thereof. 1.3 "BLA" shall mean a Biological License Application filed pursuant to the requirements of the FDA. 1.4 "CONFIDENTIAL INFORMATION" shall mean any confidential or proprietary information of a party, including information related to the Patent Rights or Biological Material, and any other information relating to any compound, research project, work in process, future development, scientific, engineering, manufacturing, marketing, business plan, financial or personnel matter relating to such party, its present or future products, sales, suppliers, customers, employees, investors or business, whether in oral, written, graphic or electronic form. 154745	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Non-Exclusive License Agreement: VALENTIS, – Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent _____________ "Valentis" – Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis" ). WHEREAS, Valentis has developed and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously _____________ Valentis – Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological _____________ Valentis – Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); _____________ Valentis – Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); and WHEREAS, Epimmune wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Patent Rights to develop and commercialize Products in the Field (as such _____________ dt 130484 ;	Epimmune Epimmune Inc. ( Pharmaceutical Preparations ) As referenced in this Non-Exclusive License Agreement: EPIMMUNE – LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of October 28, 2002 (the "Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having _____________ "Epimmune" – 2002 (the "Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune" ), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns _____________ Epimmune – and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); and WHEREAS, Epimmune wishes to obtain, and Valentis _____________ Epimmune – transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); and WHEREAS, Epimmune wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Patent Rights to develop and commercialize Products _____________ Epimmune, – shall mean Valentis' proprietary plasmid backbone, designated pMB75.6, all information, maps or data relating to such plasmid backbone supplied by Valentis to Epimmune, and all derivatives or modifications thereof. 1.3 "BLA" shall mean a Biological License Application filed pursuant to the requirements of the _____________ dt 207014
Preview Full Doc	2002	Non-Exclusive License Agreement Non-Exclusive License Agreement (43K) Doc #299681: Click preview link for longer preview. NON-EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of October 28, 2002 (the "Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); and WHEREAS, Epimmune wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Patent Rights to develop and commercialize Products in the Field (as such term is defined below), on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the parties hereto hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 "AFFILIATE" shall mean any corporation or other entity which controls, is controlled by, or is under common control with, a party. A corporation or other entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly controls 100% of the voting securities or other ownership interest of the other corporation or entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity. 1.2 "BIOLOGICAL MATERIAL" shall mean Valentis' proprietary plasmid backbone, designated pMB75.6, all information, maps or data relating to such plasmid backbone supplied by Valentis to Epimmune, and all derivatives or modifications thereof. 1.3 "BLA" shall mean a Biological License Application filed pursuant to the requirements of the FDA. 1.4 "CONFIDENTIAL INFORMATION" shall mean any confidential or proprietary information of a party, including information related to the Patent Rights or Biological Material, and any other information relating to any compound, research project, work in process, future development, scientific, engineering, manufacturing, marketing, business plan, financial or personnel matter relating to such party, its present or future products, sales, suppliers, customers, employees, investors or business, whether in oral, written, graphic or electronic form. 1. {PAGE} Notwithstanding the foregoing, Confidential Information shall not include any information which the receiving party can prove by competent written evidence: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a Third Party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party, as evidenced by its records, without knowledge of, and without the aid, application or use of, the Confidential Information of the disclosing party; or (e) is the subject of a written permission to disclose provided by the disclosing party. 1.5 "CONTROL" shall mean possession of the ability to grant a license or sublicense without violating the terms of any agreement or other arrangement with any Third Party. 1.6 "FDA" shall mean the United States Food and Drug Administration or equivalent regulatory agency in any of the following countries: Canada, China, France, Germany, Italy, Japan, Mexico, Spain, Australia or the United Kingdom. 1.7 "FIELD" shall mean the prophylactic and/or therapeutic treatment of cancer in humans using plasmid-based vaccines. 1.8 "FIRST COMMERCIAL SALE" of a Product means the first sale for use or consumption of such Product in a country after required marketing approval has been granted by the governing health regulatory authority of such country. Sale to an Affiliate or sublicensee shall not constitute a First Commercial Sale unless the Affiliate or sublicensee is the end user of the Product. 1.9 "HCV/HIV AGREEMENT" shall mean that certain non-exclusive license agreement dated November 27, 2000, by and between the parties, as may be amended. 1.10 "MAA" shall mean a Marketing Authorization Application filed pursuant to the regulatory requirements of the European Union. 1.11 "NDA" shall mean a New Drug Application or Product License Application, as appropriate, filed pursuant to the requirements of the FDA. 1.12 "NET SALES" shall mean the gross amounts received by Epimmune, its Affiliates and its sublicensees for the sale of Products to Third Parties, less the following: (a) discounts actually granted, (b) credits, rebates or allowances actually granted upon claims, damaged goods, rejections or returns of Products, including recalls, (c) freight, postage, shipping and insurance 2. {PAGE} charges actually allowed or paid for delivery of Products, to the extent billed, and (d) taxes, duties or other governmental charges (other than income taxes) levied on, absorbed or otherwise imposed on sales of Products. Amounts received by Epimmune or its Affiliates for the sale of Products between Epimmune and its Affiliates or sublicensees, whether for their own use or for resale or other disposition, will not be included in the computation of Net Sales hereunder. With regard to a product sold by Epimmune or its Affiliates or sublicensees that is comprised in part of a Product and in part of one or more other products (a "Combination Product"), Net Sales shall be determined by multiplying the amounts received by Epimmune or its Affiliates or sublicensees for the sale of such Combination Product by a fraction determined by dividing (i) the fair market value of the Product included in the Combination Product, by (ii) the sum of the fair market value of such Product and the fair market value of the other product(s) included in the Combination Product. As used herein, "fair market value" shall be equal to the average selling price, where such Product is sold on a stand-alone basis. If such Product is not sold on a stand-alone basis, "fair market value" shall be determined by mutual written agreement of the parties in good faith. 1.13 "PATENT RIGHTS" shall mean (a) the patents and patent applications listed on EXHIBIT A attached hereto, (b) any and all corresponding foreign patents and patent applications, whether now existing or hereafter filed, (c) any provisionals, substitutions, divisionals, reissues, renewals, continuations, continuations-in-part, substitute applications and inventors' certificates arising from, or based upon, any of the foregoing patents or patent applications, and (d) any patents issuing from any of the foregoing patent 299681	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Non-Exclusive License Agreement: VALENTIS, – Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent _____________ "Valentis" – Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis" ). WHEREAS, Valentis has developed and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously _____________ Valentis – Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological _____________ Valentis – Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); _____________ Valentis – Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); and WHEREAS, Epimmune wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Patent Rights to develop and commercialize Products in the Field (as such _____________ dt 264790 ;	Epimmune Epimmune Inc. ( Pharmaceutical Preparations ) As referenced in this Non-Exclusive License Agreement: EPIMMUNE – LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of October 28, 2002 (the "Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having _____________ "Epimmune" – 2002 (the "Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune" ), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns _____________ Epimmune – and owns the Patent Rights (as defined below) and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); and WHEREAS, Epimmune wishes to obtain, and Valentis _____________ Epimmune – transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "MTA"); and WHEREAS, Epimmune wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Patent Rights to develop and commercialize Products _____________ Epimmune, – shall mean Valentis' proprietary plasmid backbone, designated pMB75.6, all information, maps or data relating to such plasmid backbone supplied by Valentis to Epimmune, and all derivatives or modifications thereof. 1.3 "BLA" shall mean a Biological License Application filed pursuant to the requirements of the _____________ dt 262843
Preview Full Doc	2001	Non-Exclusive License Agreement Non-Exclusive License Agreement (47K) Doc #299726: Click preview link for longer preview. NON-EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of November __, 2000 (the "Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent Rights and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "Prior Agreement"); and WHEREAS, Epimmune wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Patent Rights to develop and commercialize Products in the HCV Field and the HIV Field (as such terms are defined below), on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the parties hereto hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 "AFFILIATE" shall mean any corporation or other entity which controls, is controlled by, or is under common control with, a party. A corporation or other entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly controls 100% of the voting securities or other ownership interest of the other corporation or entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity. 1.2 "BIOLOGICAL MATERIAL" shall mean Valentis' proprietary plasmid backbone, designated pMB75.6, all information, maps or data relating to such plasmid backbone supplied by Valentis to Epimmune, and all derivatives or modifications thereof. 1.3 "BLA" shall mean a Biological License Application filed pursuant to the requirements of the FDA. 1.4 "CONFIDENTIAL INFORMATION" shall mean any confidential or proprietary information of a party, including information related to the Patent Rights or Biological Material, and any other information relating to any compound, research project, work in process, future development, scientific, engineering, manufacturing, marketing, business plan, financial or personnel matter relating to such party, its present or future products, sales, suppliers, customers, employees, investors or business, whether in oral, written, graphic or electronic form. Notwithstanding the foregoing, Confidential Information shall not include any information which the receiving party can prove by competent written evidence: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a Third Party, as a matter of right and without restriction on disclosure; {PAGE} 2 (d) is independently developed by the receiving party, as evidenced by its records, without knowledge of, and without the aid, application or use of, the Confidential Information of the disclosing party; or (e) is the subject of a written permission to disclose provided by the disclosing party. 1.5 "CONTROL" shall mean possession of the ability to grant a license or sublicense without violating the terms of any agreement or other arrangement with any Third Party. 1.6 "FDA" shall mean the United States Food and Drug Administration or equivalent regulatory agency in any of the following countries: Canada, China, France, Germany, Italy, Japan, Mexico, Spain, Australia or the United Kingdom. 1.7 "FIELD" shall mean the HCV Field and/or the HIV Field, as applicable. 1.8 "FIRST COMMERCIAL SALE" of a Product means the first sale for use or consumption of such Product in a country after required marketing approval has been granted by the governing health regulatory authority of such country. Sale to an Affiliate or sublicensee shall not constitute a First Commercial Sale unless the Affiliate or sublicensee is the end user of the Product. 1.9 "HCV FIELD" shall mean the prophylactic and/or therapeutic treatment of hepatitis C virus infection in humans. 1.10 "HIV FIELD" shall mean the prophylactic and/or therapeutic treatment of human immunodeficiency virus infection in humans. 1.11 "NDA" shall mean a New Drug Application or Product License Application, as appropriate, filed pursuant to the requirements of the FDA. 1.12 "NET SALES" shall mean the gross amounts received by Epimmune, its Affiliates and its sublicensees for the sale of Products to Third Parties, less the following: (a) discounts actually granted, (b) credits, rebates or allowances actually granted upon claims, damaged goods, rejections or returns of Products, including recalls, (c) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Products, to the extent billed, and (d) taxes, duties or other governmental charges (other than income taxes) levied on, absorbed or otherwise imposed on sales of Products. Amounts received by Epimmune or its Affiliates for the sale of Products between Epimmune and its Affiliates or sublicensees, whether for their own use or for resale or other disposition, will not be included in the computation of Net Sales hereunder. With regard to a product sold by Epimmune or its Affiliates or sublicensees that is comprised in part of a Product and in part of one or more other products (a "Combination Product"), Net Sales shall be determined by multiplying the amounts received by Epimmune or its Affiliates or sublicensees for the sale of such Combination Product by a fraction determined by dividing (i) the fair market value of the Product included in the Combination Product, by (ii) the sum of the fair market value of such Product and the fair market value of the other product(s) included in the Combination Product. As used herein, "fair market value" shall be equal to the average selling price, where such Product is sold on a stand-alone basis. If such Product is not sold on a stand-alone basis, "fair market value" shall be determined by mutual written agreement of the parties in good faith. 1.13 "PATENT RIGHTS" shall mean (a) the patents and patent applications listed on Exhibit A attached hereto, (b) any and all corresponding foreign patents and patent applications, whether now existing or hereafter filed, (c) any provisionals, substitutions, divisionals, reissues, renewals, continuations, continuations-in-part, substitute applications and inventors' certificates arising from, or based upon, any of the foregoing patents or patent applications, and (d) any patents issuing from any of the foregoing patent applications. 1.14 "PHASE I CLINICAL TRIALS" shall mean that portion of the clinical development program with respect to a pharmaceutical product which 299726	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Non-Exclusive License Agreement: VALENTIS, – Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent _____________ "Valentis" – Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis" ). WHEREAS, Valentis has developed and owns the Patent Rights and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological _____________ Valentis – Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent Rights and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune _____________ Valentis – 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns the Patent Rights and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "Prior _____________ Valentis – pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "Prior Agreement"); and WHEREAS, Epimmune wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Patent Rights to develop and commercialize Products in the HCV Field and _____________ dt 264791 ;	Epimmune Epimmune Inc. ( Pharmaceutical Preparations ) As referenced in this Non-Exclusive License Agreement: EPIMMUNE – LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of November __, 2000 (the "Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune"), and VALENTIS, INC., a Delaware corporation, having _____________ "Epimmune" – 2000 (the "Effective Date"), by and between EPIMMUNE INC., a Delaware corporation, having offices at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Epimmune" ), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, California 94010 ("Valentis"). WHEREAS, Valentis has developed and owns _____________ Epimmune – Valentis has developed and owns the Patent Rights and Biological Material (as defined below); WHEREAS, Valentis has previously transferred the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "Prior Agreement"); and WHEREAS, Epimmune wishes to obtain, and _____________ Epimmune – the Biological Material to Epimmune pursuant to the Material Transfer Agreement between the parties dated August 31, 1999 (the "Prior Agreement"); and WHEREAS, Epimmune wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Patent Rights to develop and commercialize Products _____________ Epimmune, – shall mean Valentis' proprietary plasmid backbone, designated pMB75.6, all information, maps or data relating to such plasmid backbone supplied by Valentis to Epimmune, and all derivatives or modifications thereof. 1.3 "BLA" shall mean a Biological License Application filed pursuant to the requirements of the _____________ dt 262887
Preview Full Doc	2007	Non-Exclusive License Agreement Non-Exclusive License Agreement (24K) Doc #2695092: Click preview link for longer preview. NON-EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT (the *ï¿½Agreementï¿½) is entered into as of January 8, 2007 (the ï¿½Effective Dateï¿½), by and between ALTHEA TECHNOLOGIES, INC., a Delaware corporation, having offices at 11040 Roselle Street, San Diego, CA 92121 (ï¿½Altheaï¿½), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, CA 94010 (ï¿½Valentisï¿½). WHEREAS,* Valentis is the owner, or is the exclusive licensee of, the Licensed Technology (as defined below); and WHEREAS, Althea wishes to obtain, and Valentis is willing to grant, a non- . . . 2695092	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Non-Exclusive License Agreement: VALENTIS, – into as of January 8, 2007 (the Effective Date), by and between ALTHEA TECHNOLOGIES, INC., a Delaware corporation, having offices at 11040 Roselle Street, San Diego, CA 92121 (Althea), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, CA 94010 (Valentis). WHEREAS, Valentis is the owner, or is the exclusive licensee of, the Licensed Technology (as _____________ (Valentis) – INC., a Delaware corporation, having offices at 11040 Roselle Street, San Diego, CA 92121 (Althea), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, CA 94010 (Valentis) . WHEREAS, Valentis is the owner, or is the exclusive licensee of, the Licensed Technology (as defined below); and WHEREAS, Althea wishes to obtain, and Valentis is willing to grant, _____________ Valentis – Delaware corporation, having offices at 11040 Roselle Street, San Diego, CA 92121 (Althea), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, CA 94010 (Valentis). WHEREAS, Valentis is the owner, or is the exclusive licensee of, the Licensed Technology (as defined below); and WHEREAS, Althea wishes to obtain, and Valentis is willing to grant, a non-exclusive, _____________ Valentis – Mitten Road, Burlingame, CA 94010 (Valentis). WHEREAS, Valentis is the owner, or is the exclusive licensee of, the Licensed Technology (as defined below); and WHEREAS, Althea wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Licensed Technology on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the _____________ Valentis – from any of the foregoing patent applications. 1.7 Licensed Technology shall mean: (a) the Licensed Patents; and (b) Know-How that is (i) in the possession and control of Valentis on the Effective Date, (ii) necessary or useful for the practice of the inventions claimed in the Licensed Patents, and (iii) not generally publicly known. 1.8 Product shall mean _____________ dt 1697442
Preview Full Doc	2000	Opinion Letter Re: Registration Statement on Form S-3 Opinion Letter Re: Registration Statement on Form S-3 (2K) Doc #331620: Click preview link for longer preview. [L&W LETTERHEAD] May 30, 2000 Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Re: Registration Statement on Form S-3 Ladies and Gentlemen: In connection with the registration of 1,915,000 shares of common stock 331620	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: Valentis, – 5.1 {SEQUENCE}3 {FILENAME}ex-51.txt {DESCRIPTION}EXHIBIT 5.1 {TEXT} {PAGE} EXHIBIT 5.1 [L&W LETTERHEAD] May 30, 2000 Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Re: Registration Statement on Form S-3 Ladies and Gentlemen: In connection with the registration _____________ Valentis, – common stock of the Company, par value $.001 per share (the "Shares"), under the Securities Act of 1933, as amended (the "Act"), by Valentis, Inc., a Delaware corporation (the "Company"), on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on May 30, _____________ dt 610488 ;	Latham & Watkins Latham & Watkins ( Legal ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: LATHAM & WATKINS – an exhibit to the Registration Statement and to the reference to our firm contained under the heading "Legal Matters." Very truly yours, /s/ LATHAM & WATKINS 1. {/TEXT} {/DOCUMENT} _____________ dt 629828
Preview Full Doc	2004	Registration Rights Agreement Registration Rights Agreement (52K) Doc #331521: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ï¿½Agreementï¿½) is made and entered into as of June 7, 2004, by and among Valentis, Inc., a Delaware corporation (the ï¿½Companyï¿½), and the investors signatory hereto (each a ï¿½Purchaserï¿½ and collectively, the ï¿½Purchasersï¿½). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the ï¿½Purchase Agreementï¿½). NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and . . . 331521	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Registration Rights Agreement: Valentis, – 3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this Agreement) is made and entered into as of June 7, 2004, by and among Valentis, Inc., a Delaware corporation (the Company), and the investors signatory hereto (each a Purchaser and collectively, the Purchasers). This Agreement is made _____________ Valentis, – whom such notice is required to be given. The address for such notices and communications shall be as follows: If to the Company: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 ATTN: Benjamin F. McGraw III, Pharm. D. With a copy to: Patrick A. Pohlen Latham & _____________ VALENTIS, – SIGNATURE PAGES TO FOLLOW] 13 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. VALENTIS, INC. By: /s/ Benjamin F. McGraw Name: Benjamin F. McGraw, III, Pharm.D. Title: President and Chief Executive Officer [REMAINDER OF PAGE _____________ dt 610391
Preview Full Doc	2003	Registration Rights Agreement Registration Rights Agreement (48K) Doc #331546: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ï¿½Agreementï¿½) is made and entered into as of December 2, 2003, by and among Valentis, Inc., a Delaware corporation (the ï¿½Companyï¿½), and the investors signatory hereto (each a ï¿½Purchaserï¿½ and collectively, the ï¿½Purchasersï¿½). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the ï¿½Purchase Agreementï¿½). . . . 331546	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Registration Rights Agreement: Valentis, – 3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this Agreement) is made and entered into as of December 2, 2003, by and among Valentis, Inc., a Delaware corporation (the Company), and the investors signatory hereto (each a Purchaser and collectively, the Purchasers). This Agreement is made _____________ Valentis, – whom such notice is required to be given. The address for such notices and communications shall be as follows: If to the Company: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 ATTN: Benjamin F. McGraw III, Pharm. D. With a copy to: Patrick A. Pohlen Latham & _____________ dt 610419
Preview Full Doc	2006	Registration Rights Agreement Registration Rights Agreement (56K) Doc #1072779: Click preview link for longer preview. Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2006, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, among the Company and the Purchasers (the “Purchase Agreement”). NOW, THEREFORE, IN . . . 1072779	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Registration Rights Agreement: Valentis, – HOLDERS, INCLUDING INDENTURES Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2006, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant _____________ Valentis, – upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows: If to the Company: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Attention: Benjamin F. McGraw III, Pharm. D. With a copy to: Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025 _____________ VALENTIS, – joined as an additional party in any proceeding for such purpose. 14 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. VALENTIS, INC. By: Name: Benjamin F. McGraw, III, Pharm.D. Title: President and Chief Executive Officer IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the _____________ dt 1423606
Preview Full Doc	2005	Registration Rights Agreement Registration Rights Agreement (52K) Doc #1072793: Click preview link for longer preview. Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2005, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”). NOW, THEREFORE, IN . . . 1072793	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Registration Rights Agreement: Valentis, – EX-4.2 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2005, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant _____________ Valentis, – upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows: If to the Company: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 ATTN: Benjamin F. McGraw III, Pharm. D. 11 With a copy to: Patrick A. Pohlen Latham & Watkins LLP 135 Commonwealth Drive _____________ VALENTIS, – joined as an additional party in any proceeding for such purpose. 13 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. VALENTIS, INC. By: Name: Benjamin F. McGraw, III, Pharm.D. Title: President and Chief Executive Officer SIGNATURE PAGE TO VALENTIS, INC. REGISTRATION RIGHTS AGREEMENT IN WITNESS WHEREOF, the parties have _____________ VALENTIS, – this Registration Rights Agreement as of the date first written above. VALENTIS, INC. By: Name: Benjamin F. McGraw, III, Pharm.D. Title: President and Chief Executive Officer SIGNATURE PAGE TO VALENTIS, INC. REGISTRATION RIGHTS AGREEMENT IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. PURCHASER By: Name: Title: Address for Notice: _____________ VALENTIS, – Registration Rights Agreement as of the date first written above. PURCHASER By: Name: Title: Address for Notice: Facsimile No.: Attn.: With a copy to: Facsimile No.: Attn: SIGNATURE PAGE TO VALENTIS, INC. REGISTRATION RIGHTS AGREEMENT ANNEX A PLAN OF DISTRIBUTION The Selling Stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell _____________ dt 1423607
Preview Full Doc	2002	Registration Rights Agreement Registration Rights Agreement (52K) Doc #1147060: Click preview link for longer preview. persons were, prior to the closing of the Merger Agreement (as defined below), the holders of all issued and outstanding shares of capital stock of iMedeon Inc., a Georgia corporation ("iMedeon"). W I T N E S S E T H: WHEREAS, the Company, iMedeon, the Shareholders and ViryaNet Acquisition, Inc., a Georgia corporation ("Merger Sub") and wholly owned subsidiary of ViryaNet, Inc., a wholly owned subsidiary of the Company ("US Sub"), have entered into a Agreement and Plan of Merger, dated as of February 25, 2002 ( . . . 1147060	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Registration Rights Agreement: VALENTIS – TRUTTA HOLDINGS LP By: ----------------------------- Name:------------------------ Title:------------------------ <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] AETHER SYSTEMS INC. By: ------------------------ Name:---------------------- Title:--------------------- <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] VALENTIS INVESTORS LLC By:----------------------------- Name:-------------------------- Title:------------------------ <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] IMPRIMIS SB, L.P. By: Imprimis SB G.P. LLC Its General Partner By:____________________________ Name: _____________ dt 1423608 ; Aether Aether Systems, Inc. ( Software & Programming ) As referenced in this Registration Rights Agreement: AETHER SYSTEMS INC. – INVESTMENTS, INC. By: -------------------------------- Name:------------------------------ Title:----------------------------- <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] ECTMI TRUTTA HOLDINGS LP By: ----------------------------- Name:------------------------ Title:------------------------ <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] AETHER SYSTEMS INC. By: ------------------------ Name:---------------------- Title:--------------------- <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] VALENTIS INVESTORS LLC By:----------------------------- Name:-------------------------- Title:------------------------ <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] IMPRIMIS SB, _____________ dt 1484342 ;	ViryaNet ViryaNet Ltd. ( Software & Programming )
Preview Full Doc	2002	Registration Rights Agreement Registration Rights Agreement (54K) Doc #1147101: Click preview link for longer preview. persons were, prior to the closing of the Merger Agreement (as defined below), the holders of all issued and outstanding shares of capital stock of iMedeon Inc., a Georgia corporation ("IMEDEON"). W I T N E S S E T H: WHEREAS, the Company, iMedeon, the Shareholders and ViryaNet Acquisition, Inc., a Georgia corporation ("MERGER SUB") and wholly owned subsidiary of ViryaNet, Inc., a wholly owned subsidiary of the Company ("US Sub"), have entered into a Agreement and Plan of Merger, dated as of February 25, . . . 1147101	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Registration Rights Agreement: VALENTIS – LP By: -------------------------------------- Name: Title: 16 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] AETHER SYSTEMS INC. By: ---------------------------------------- Name: Title: 17 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] VALENTIS INVESTORS LLC By: -------------------------------------- Name: Title: 18 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] IMPRIMIS SB, L.P. By: Imprimis SB G.P. LLC Its General Partner By: -------------------------------- Name: _____________ dt 1423609 ; Aether Aether Systems, Inc. ( Software & Programming ) As referenced in this Registration Rights Agreement: AETHER SYSTEMS INC. – By: --------------------------------------- Name: Title: 15 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] ECTMI TRUTTA HOLDINGS LP By: -------------------------------------- Name: Title: 16 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] AETHER SYSTEMS INC. By: ---------------------------------------- Name: Title: 17 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] VALENTIS INVESTORS LLC By: -------------------------------------- Name: Title: 18 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] _____________ dt 1484343 ;	ViryaNet ViryaNet Ltd. ( Software & Programming )
Preview Full Doc	2002	Registration Rights Agreement Registration Rights Agreement (54K) Doc #1706294: Click preview link for longer preview. persons were, prior to the closing of the Merger Agreement (as defined below), the holders of all issued and outstanding shares of capital stock of iMedeon Inc., a Georgia corporation ("IMEDEON"). W I T N E S S E T H: WHEREAS, the Company, iMedeon, the Shareholders and ViryaNet Acquisition, Inc., a Georgia corporation ("MERGER SUB") and wholly owned subsidiary of ViryaNet, Inc., a wholly owned subsidiary of the Company ("US Sub"), have entered into a Agreement and Plan of Merger, dated as of February 25, . . . 1706294	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Registration Rights Agreement: VALENTIS – LP By: -------------------------------------- Name: Title: 16 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] AETHER SYSTEMS INC. By: ---------------------------------------- Name: Title: 17 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] VALENTIS INVESTORS LLC By: -------------------------------------- Name: Title: 18 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] IMPRIMIS SB, L.P. By: Imprimis SB G.P. LLC Its General Partner By: -------------------------------- Name: _____________ dt 1423613 ; Aether Aether Systems, Inc. ( Software & Programming ) As referenced in this Registration Rights Agreement: AETHER SYSTEMS INC. – By: --------------------------------------- Name: Title: 15 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] ECTMI TRUTTA HOLDINGS LP By: -------------------------------------- Name: Title: 16 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] AETHER SYSTEMS INC. By: ---------------------------------------- Name: Title: 17 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] VALENTIS INVESTORS LLC By: -------------------------------------- Name: Title: 18 <PAGE> [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] _____________ dt 1484353 ;	Ge Capital Equity Investments Ge Capital Equity Investments Inc
Preview Full Doc	2007	Registration Rights Agreement Registration Rights Agreement (60K) Doc #3001453: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ï¿½Agreementï¿½) is made and entered into as of August 1, 2007, by and among Urigen Pharmaceuticals, Inc., a Delaware corporation (the ï¿½Companyï¿½), and the purchasers listed on Schedule I hereto (the ï¿½Holdersï¿½). This Agreement is being entered into pursuant to the Series B Preferred Stock Purchase Agreement, dated as of July 31, 2007, among the Company and the Holders (the ï¿½Purchase Agreementï¿½). The Company and the Holders hereby agree as follows: 1. . . . 3001453	Valentis Valentis, Inc. ( Biological Products )
Preview Full Doc	2004	Securities Purchase Agreement Securities Purchase Agreement (67K) Doc #331519: Click preview link for longer preview. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ï¿½Agreementï¿½) dated June 7, 2004, among Valentis, Inc., a Delaware corporation (the ï¿½Companyï¿½), and the purchasers identified on the signature pages and the Schedule of Purchasers attached hereto (each, a ï¿½Purchaserï¿½ and collectively, the ï¿½Purchasersï¿½). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchasers, . . . 331519	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Securities Purchase Agreement: Valentis, – a04-6919_1ex4d1.htm EX-4.1 EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this Agreement) dated June 7, 2004, among Valentis, Inc., a Delaware corporation (the Company), and the purchasers identified on the signature pages and the Schedule of Purchasers attached hereto (each, _____________ Valentis, – whom such notice is required to be given. The address for such notices and communications shall be as follows: If to the Company: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Attn: Benjamin F. McGraw III, Pharm. D. With a copy to: Patrick A. Pohlen Latham & _____________ VALENTIS – hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. VALENTIS INC. /s/ Benjamin F. McGraw Name: Benjamin F. McGraw, III, Pharm.D. Title: President and Chief Executive Officer [REMAINDER OF PAGE INTENTIONALLY LEFT _____________ VALENTIS, – III, Pharm.D. Title: President and Chief Executive Officer [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOR PURCHASERS FOLLOW] SIGNATURE PAGE TO VALENTIS, INC. SECURITIES PURCHASE AGREEMENT IN WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as of the date first written above. _____________ dt 610389 ;	Cooley Godward Cooley Godward LLP ( Legal ) As referenced in this Securities Purchase Agreement: Cooley Godward – Fees and Expenses. At the Closing, the Company shall reimburse the Placement Agent up to $75,000 of reasonable fees and disbursements of Cooley Godward LLP in connection with the negotiation of the Transaction Documents, it being understood that Cooley Godward LLP has not rendered any legal _____________ Cooley Godward – 000 of reasonable fees and disbursements of Cooley Godward LLP in connection with the negotiation of the Transaction Documents, it being understood that Cooley Godward LLP has not rendered any legal advice to the Company in connection with the transactions contemplated hereby and that the Company has _____________ dt 626736
Preview Full Doc	2003	Securities Purchase Agreement Securities Purchase Agreement (82K) Doc #331544: Click preview link for longer preview. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ï¿½Agreementï¿½) is dated as of December 2, 2003, among Valentis, Inc., a Delaware corporation (the ï¿½Companyï¿½), and the purchasers identified on the signature pages hereto (each, a ï¿½Purchaserï¿½ and collectively, the ï¿½Purchasersï¿½). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated . . . 331544	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Securities Purchase Agreement: Valentis, – EX-4.1 Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this Agreement) is dated as of December 2, 2003, among Valentis, Inc., a Delaware corporation (the Company), and the purchasers identified on the signature pages hereto (each, a Purchaser and collectively, the Purchasers). _____________ Valentis, – whom such notice is required to be given. The address for such notices and communications shall be as follows: If to the Company: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Attn: Benjamin F. McGraw III, Pharm. D. With a copy to: Patrick A. Pohlen Latham & _____________ dt 610417 ; Wells Fargo Wells Fargo Securities, LLC ( Financial ) As referenced in this Securities Purchase Agreement: Wells Fargo Securities, LLC – brokers having the effect of hedging the securities or investment made under this Agreement. (j) Acknowledgements Regarding Placement Agent. The Purchaser acknowledges that Wells Fargo Securities, LLC (the Placement Agent) is acting as the Companys placement agent for the sale of the securities being offered hereby and will be _____________ dt 624759 ;	Bryan Cave Bryan Cave ( Legal ) As referenced in this Securities Purchase Agreement: Bryan Cave – from the Company, the Shares and the Warrants representing such Purchasers Investment 3 Amount. The Closing shall take place at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, New York, NY 10104 on the Closing Date or at such other location or time as _____________ Bryan Cave – the transactions contemplated by the Transaction Documents. ARTICLE VI. MISCELLANEOUS 6.1 Fees and Expenses. At the Closing, the Company shall pay to Bryan Cave LLP $25,000 in connection with the preparation of the Transaction Documents, it being understood that Bryan Cave LLP has not rendered _____________ Bryan Cave – the Company shall pay to Bryan Cave LLP $25,000 in connection with the preparation of the Transaction Documents, it being understood that Bryan Cave LLP has not rendered any legal advice to the Company in connection with the transactions contemplated hereby and that the Company has _____________ dt 699965
Preview Full Doc	2009	Settlement Agreement Settlement Agreement (13K) Doc #3890435: Click preview link for longer preview. 3890435	Valentis Valentis, Inc. ( Biological Products )
Preview Full Doc	2006	Severance and Change of Control Agreement Severance and Change of Control Agreement (37K) Doc #1704624: Click preview link for longer preview. VALENTIS INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (the ï¿½Agreementï¿½) is made and entered into by and between Benjamin F. McGraw III (ï¿½Executiveï¿½) and Valentis Inc., a Delaware corporation (the ï¿½Companyï¿½), effective as of May 12, 2006 (the ï¿½Effective Dateï¿½). RECITALS 1. It is expected . . . 1704624	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Severance and Change of Control Agreement: VALENTIS – EX-99.1 2 a06-11738_1ex99d1.htm EX-99 Exhibit 99.1 VALENTIS INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (the Agreement) is made and entered into by and between Benjamin F. McGraw III (Executive) and _____________ Valentis – INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (the Agreement) is made and entered into by and between Benjamin F. McGraw III (Executive) and Valentis Inc., a Delaware corporation (the Company), effective as of May 12, 2006 (the Effective Date). RECITALS 1. It is expected that the Company may from time to time consider the _____________ VALENTIS, – WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below. COMPANY VALENTIS, INC By: /s/ Joseph A. Markey Name: Joseph A. Markey Title: Vice President, Finance and Administration EXECUTIVE BENJAMIN F. MCGRAW III By: /s/ Benjamin F. McGraw III Title: Chief _____________ dt 1423610
Preview Full Doc	2006	Severance and Change of Control Agreement Severance and Change of Control Agreement (37K) Doc #1704626: Click preview link for longer preview. VALENTIS, INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (the ï¿½Agreementï¿½) is made and entered into by and between John J. Reddington (ï¿½Executiveï¿½) and Valentis, Inc., a Delaware corporation, (the ï¿½Companyï¿½), effective as of May 12, 2006 (the ï¿½Effective Dateï¿½). RECITALS 1. It is . . . 1704626	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Severance and Change of Control Agreement: VALENTIS, – EX-99.2 3 a06-11738_1ex99d2.htm EX-99 Exhibit 99.2 VALENTIS, INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (the Agreement) is made and entered into by and between John J. Reddington (Executive) and _____________ Valentis, – VALENTIS, INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (the Agreement) is made and entered into by and between John J. Reddington (Executive) and Valentis, Inc., a Delaware corporation, (the Company), effective as of May 12, 2006 (the Effective Date). RECITALS 1. It is expected that the Company may from time to time consider _____________ VALENTIS, – WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below. COMPANY VALENTIS, INC By: /s/ Joseph A. Markey Name: Joseph A. Markey Title: Vice President, Finance and Administration EXECUTIVE JOHN J. REDDINGTON By: /s/ John J. Reddington Title: Chief Operating Officer _____________ dt 1423611
Preview Full Doc	2006	Severance and Change of Control Agreement Severance and Change of Control Agreement (37K) Doc #1704628: Click preview link for longer preview. VALENTIS, INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (the ï¿½Agreementï¿½) is made and entered into by and between Joseph A. Markey (ï¿½Executiveï¿½) and Valentis, Inc., a Delaware corporation, (the ï¿½Companyï¿½), effective as of May 12, 2006 (the ï¿½Effective Dateï¿½). RECITALS 1. It is . . . 1704628	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Severance and Change of Control Agreement: VALENTIS, – EX-99.3 4 a06-11738_1ex99d3.htm EX-99 Exhibit 99.3 VALENTIS, INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (the Agreement) is made and entered into by and between Joseph A. Markey (Executive) and _____________ Valentis, – VALENTIS, INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (the Agreement) is made and entered into by and between Joseph A. Markey (Executive) and Valentis, Inc., a Delaware corporation, (the Company), effective as of May 12, 2006 (the Effective Date). RECITALS 1. It is expected that the Company may from time to time consider _____________ VALENTIS, – WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below. COMPANY VALENTIS, INC By: /s/ John J. Reddington Name: John J. Reddington Title: Chief Operating Officer EXECUTIVE JOSEPH A. MARKEY By: /s/ Joseph A. Markey Title: Vice President, Finance and Administration _____________ dt 1423612
Preview Full Doc	2000	Share Purchase Agreement Share Purchase Agreement (105K) Doc #331619: Click preview link for longer preview. VALENTIS, INC. SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of April 6, 2000, by and among VALENTIS, INC., a Delaware corporation (the "Company"), and the purchasers listed on Schedule A attached hereto (collectively, the "Purchasers" and individually, a "Purchaser"). 1. AUTHORIZATION OF SALE OF THE SHARES Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to 3,000,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company. 2. AGREEMENT TO SELL AND PURCHASE THE SHARES 2.1 PURCHASE AND SALE Subject to the terms and conditions of this Agreement, each Purchaser severally agrees to purchase, and the Company agrees to sell and issue to each Purchaser, at the Closing (as defined below) that number of Shares set forth opposite such Purchaser's name on Schedule A attached hereto. 2.2 PURCHASE PRICE The purchase price of each Share (the "Per Share Price") shall be $10.00. The Company will not sell (i) Shares at a price per share of less than $10.00, or (ii) options, warrants or any other securities that can be converted into, or otherwise exchanged for, shares of the Company's common stock at a conversion or exercise price per share less than $10.00 for ninety (90) days after the Closing Date (as defined below) without adjusting the Per Share Price hereunder accordingly. 3. DELIVERY OF THE SHARES AT THE CLOSING (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur at the offices of Cooley Godward LLP, counsel to the Company, at 3175 Hanover Street, Palo Alto, California at 9:00 a.m. local time on April 13, 2000 or such other time and date as may be agreed by the parties (the "Closing Date"). (b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue to each Purchaser one or more stock certificates registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser in writing, representing the number of Shares set forth in Section 2 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Company will deliver certificates representing the number of Shares set forth in Section 2 (the "Certificates") against delivery of payment for the Shares by the Purchasers. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchasers (at the fax number indicated on the signature pages attached hereto). (c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and (iii) the accuracy in all material respects of the representations and warranties made by the Purchasers and the fulfillment in all material respects of those undertakings of the Purchasers to be fulfilled before the Closing. {PAGE} (d) The Purchasers' obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation: (i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A. (iv) the Company shall have obtained gross proceeds of at least $15 million from the sale of the Shares at the Closing. (e) Each Purchaser's obligations under this Agreement are expressly not conditioned on the purchase by any or all of the other Purchasers of the Shares that they have agreed to purchase from the Company under this Agreement. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth on the Schedule of Exceptions attached hereto as Exhibit B, the Company hereby represents and warrants to the Purchasers as follows (which representations and warranties shall be deemed to apply, where appropriate, to each subsidiary of the Company): 4.1 ORGANIZATION AND QUALIFICATION The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each 331619	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Share Purchase Agreement: VALENTIS, – {DOCUMENT} {TYPE}EX-4.1 {SEQUENCE}2 {FILENAME}ex-41.txt {DESCRIPTION}EXHIBIT 4.1 {TEXT} {PAGE} EXHIBIT 4.1 VALENTIS, INC. SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of April 6, 2000, by and _____________ VALENTIS, – INC. SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of April 6, 2000, by and among VALENTIS, INC., a Delaware corporation (the "Company"), and the purchasers listed on Schedule A attached hereto (collectively, the "Purchasers" and individually, a "Purchaser"). _____________ "Valentis – under the Company's 1997 Equity Incentive Plan, 1998 Non-Employee Directors' Stock Option Plan and 1997 Employee Stock Purchase Plan (together, the "Valentis Plans"). In addition, in connection with the Company's merger with GeneMedicine, Inc. in March 1999, the Company assumed options to purchase 1, _____________ Valentis – Company assumed options to purchase 1,500,000 shares of Common Stock pursuant to GeneMedicine, Inc.'s stock option plans (together with the Valentis Plans, the "Company Plans"). Under the Company Plans, options to purchase 2,305,218 shares of Common Stock have been granted and are _____________ Valentis, – facsimile or nationally recognized overnight express courier postage prepaid, and shall be delivered as addressed as follows: (a) if to the Company, to: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Attention: Benjamin F. McGraw {PAGE} with a copy to: Cooley Godward Five Palo Alto Square _____________ dt 610487 ; Transgene Transgene SA ( Commercial Physical & Biological Research ) As referenced in this Share Purchase Agreement: Transgene – cationic lipids. Prior to the closing of the Merger, the Company (then known as Megabios Corp.) filed an opposition to the Vanderbilt Patent. Transgene S.A. ("Transgene") also filed an opposition to the Vanderbilt Patent. Since the closing of the Merger, no activity has occurred in these _____________ "Transgene" – to the closing of the Merger, the Company (then known as Megabios Corp.) filed an opposition to the Vanderbilt Patent. Transgene S.A. ("Transgene" ) also filed an opposition to the Vanderbilt Patent. Since the closing of the Merger, no activity has occurred in these opposition proceedings. _____________ Transgene. – these negotiations, the Company intends to withdraw its opposition to the Vanderbilt Patent and expects to assume defense of the Vanderbilt Patent against Transgene. 4.10 INTELLECTUAL PROPERTY (b) See 4.9 above. (c) See 4.9 above. (e) See 4.9 above. 1. {PAGE} APPENDIX _____________ dt 605137 ;	Chase Securities Chase Securities Inc. ( Financial ) As referenced in this Share Purchase Agreement: Chase Securities, Inc – arrangements or agreements. 7.7.2 STOCK OPTION PRICING. 8. BROKER'S FEE The Purchasers acknowledge that the Company intends to pay to Chase Securities, Inc ., the placement agent, a fee in respect of the sale of the Shares to certain of the Purchasers. Each of the parties _____________ dt 702394 ; Cooley Godward Cooley Godward LLP ( Legal ) As referenced in this Share Purchase Agreement: Cooley Godward – SHARES AT THE CLOSING (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur at the offices of Cooley Godward LLP, counsel to the Company, at 3175 Hanover Street, Palo Alto, California at 9:00 a.m. local time on April 13, _____________ Cooley Godward – a) if to the Company, to: Valentis, Inc. 863A Mitten Road Burlingame, CA 94010 Attention: Benjamin F. McGraw {PAGE} with a copy to: Cooley Godward Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306-2155 Attention: Alan C. Mendelson or to such other person _____________ dt 626737
Full Doc	2002	Statement Regarding Computation of Ratios Statement Regarding Computation of Ratios (1K) Doc #331582: This document is immediately available for purchase, but does not have a preview available for viewing. 331582	Valentis Valentis, Inc. ( Biological Products )
Full Doc	2001	Statement Regarding Computation of Ratios Statement Regarding Computation of Ratios (1K) Doc #331602: This document is immediately available for purchase, but does not have a preview available for viewing. 331602	Valentis Valentis, Inc. ( Biological Products )
Full Doc	2001	Statement Regarding Computation of Ratios Statement Regarding Computation of Ratios (1K) Doc #331603: This document is immediately available for purchase, but does not have a preview available for viewing. 331603	Valentis Valentis, Inc. ( Biological Products )
Full Doc	2001	Statement Regarding Computation of Ratios Statement Regarding Computation of Ratios (1K) Doc #331604: This document is immediately available for purchase, but does not have a preview available for viewing. 331604	Valentis Valentis, Inc. ( Biological Products )
Full Doc	2001	Statement Regarding Computation of Ratios Statement Regarding Computation of Ratios (1K) Doc #331605: This document is immediately available for purchase, but does not have a preview available for viewing. 331605	Valentis Valentis, Inc. ( Biological Products )
Preview Full Doc	2003	Stock Issuance and Restriction Agreement Stock Issuance and Restriction Agreement (49K) Doc #184406: Click preview link for longer preview. STOCK ISSUANCE AND RESTRICTION AGREEMENT THIS STOCK ISSUANCE AND RESTRICTION AGREEMENT (the "Agreement") is made between Woodlands Office Equities'95 Limited (the "Holder") and Valentis, Inc., a Delaware corporation (the "Company"), as of September 4, 2003 (the "Effective Date"). RECITALS WHEREAS, pursuant to that certain Lease Termination Agreement, by and between the Holder and the Company, executed concurrently herewith (the "Lease Termination Agreement"), the Company and the Holder have agreed to enter into this Agreement. WHEREAS, the Company and the Holder desire to enter into this Agreement, under which the Company will issue the Shares (as defined below) to the Holder, and the Shares will be subject to a Repurchase Option (as defined below) and other related restrictions on disposition as set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: Section 1: Issuance of Stock; Delivery. (a) Issuance of Stock. Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue to the Holder 185,000 shares of the Company's Common Stock, par value $0.001, (the "Shares") in consideration of and subject to the Holder's execution concurrently herewith the Lease Termination Agreement. The issuance of the Shares shall occur at the principal office of the Company on the date of execution of this Agreement and the Lease Termination Agreement (the "Issuance Date"). (b) Delivery. On the Issuance Date, the Company shall deliver to the Holder a certificate representing the Shares against delivery by the Holder to the Company of the fully executed Lease Termination Agreement, which shall constitute payment therefor. Section 2: Registration; Restrictions on Transfer (a) Restrictions on Transfer. The Holder agrees that, subject to Section 2(b) of the Agreement, it will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Holder or by affiliate of the Holder), directly or indirectly, any of the Shares (any such action described in this subsection shall be referred to in this Agreement as a "Disposition") unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2, provided and to the extent such Section is then applicable, and; (i) There is then in effect a registration statement under the Securities act of 1933, as amended (the "Securities Act") covering such proposed Disposition and such Disposition is made in accordance with such registration statement; or (ii) (A) The Holder shall have notified the Company of the proposed Disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed Disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such Disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require registration of such shares under the Securities Act. Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to its partners or former partners in accordance with partnership interests, provided the transferee will be subject to the terms of this Section 2 to the same extent as if he were an original Holder hereunder. (b) Legends. Each certificate representing the Shares shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws or as provided elsewhere in this Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. The legend relating to the Securities Act endorsed on a stock certificate pursuant to this Agreement shall be removed, and the Company shall issue a certificate without such legend to the holder of the Shares if such shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, or if such holder provides to the Company an opinion of counsel for such holder reasonably satisfactory to the Company to the effect that a public sale, transfer or assignment of such shares may be made without registration, qualification or legend. Upon removal of such legend, the provisions of Section 2(a) will no longer apply and the transferee of such Shares bearing no legend shall not be subject to Section 2(a). Notwithstanding any of the forgoing, in no event may the Holder effect a Disposition of any of the Shares which remain subject to the Repurchase Option (as defined below). Section 3: Repurchase Option. (a) Exercise of Repurchase Option. For a period of two (2) years following the Effective Date for so long as the Shares are subject to the Company's Repurchase Option (as defined below), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase, for any reason or no reason, all or any portion of the Unreleased Shares (as defined below) from time to time (the "Repurchase Option") at the Repurchase Price (as defined below). The Company may exercise such Repurchase Option and, thereby, purchase all (or a portion of) the Unreleased Shares by delivering to the Holder in writing a notice of such exercise (the "Repurchase Notice") setting forth the number of Unreleased Shares as of the date of the Repurchase Notice which the Company wishes to repurchase and the aggregate Repurchase Price for such Unreleased Shares (the "Aggregate Repurchase Price"). Within fifteen (15) days of delivery by the Company of the Repurchase Notice, payment of the Aggregate Repurchase Price shall be made by check or wire transfer, against delivery of the Unreleased Shares to be repurchased at a place agreed upon between the parties and at the time of the scheduled closing therefor. Upon the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares repurchased by the Company. In the event the Company fails to pay the Aggregate Repurchase Price set forth in the Repurchase Notice within the fifteen (15) day period as required by this Section 3(a), it is agreed that the Holder's sole and exclusive remedy for such failure shall be that the Company's Repurchase Option shall immediately lapse as to all Unreleased Shares, whether or not subject to the Repurchase Notice. The Repurchase Option set forth in this Section 3 may be assigned by the Company in whole or in part in its sole and unfettered discretion. 184406	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Stock Issuance and Restriction Agreement: Valentis, – ISSUANCE AND RESTRICTION AGREEMENT THIS STOCK ISSUANCE AND RESTRICTION AGREEMENT (the "Agreement") is made between Woodlands Office Equities'95 Limited (the "Holder") and Valentis, Inc., a Delaware corporation (the "Company"), as of September 4, 2003 (the "Effective Date"). RECITALS WHEREAS, pursuant to that certain Lease Termination _____________ VALENTIS, – L.P., a Texas limited partnership Its Authorized Agent By: /s/ JOHN S. LANDRUM Name: John S. Landrum Title: Chief Investment Officer COMPANY: VALENTIS, INC., a Delaware corporation By: /s/ BENJAMIN F. MCGRAW Name: Benjamin F. McGraw Title: Chairman, President and CEO 13 QuickLinks STOCK ISSUANCE _____________ dt 130486 ;	Woodlands Office Equities'95 Limited
Preview Full Doc	2003	Stock Issuance and Restriction Agreement Stock Issuance and Restriction Agreement (49K) Doc #331554: Click preview link for longer preview. STOCK ISSUANCE AND RESTRICTION AGREEMENT THIS STOCK ISSUANCE AND RESTRICTION AGREEMENT (the "Agreement") is made between Woodlands Office Equities'95 Limited (the "Holder") and Valentis, Inc., a Delaware corporation (the "Company"), as of September 4, 2003 (the "Effective Date"). RECITALS WHEREAS, pursuant to that certain Lease Termination Agreement, by and between the Holder and the Company, executed concurrently herewith (the "Lease Termination Agreement"), the Company and the Holder have agreed to enter into this Agreement. WHEREAS, the Company and the Holder desire to enter into this Agreement, under which the Company will issue the Shares (as defined below) to the Holder, and the Shares will be subject to a Repurchase Option (as defined below) and other related restrictions on disposition as set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: Section 1: Issuance of Stock; Delivery. (a) Issuance of Stock. Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue to the Holder 185,000 shares of the Company's Common Stock, par value $0.001, (the "Shares") in consideration of and subject to the Holder's execution concurrently herewith the Lease Termination Agreement. The issuance of the Shares shall occur at the principal office of the Company on the date of execution of this Agreement and the Lease Termination Agreement (the "Issuance Date"). (b) Delivery. On the Issuance Date, the Company shall deliver to the Holder a certificate representing the Shares against delivery by the Holder to the Company of the fully executed Lease Termination Agreement, which shall constitute payment therefor. Section 2: Registration; Restrictions on Transfer (a) Restrictions on Transfer. The Holder agrees that, subject to Section 2(b) of the Agreement, it will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Holder or by affiliate of the Holder), directly or indirectly, any of the Shares (any such action described in this subsection shall be referred to in this Agreement as a "Disposition") unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2, provided and to the extent such Section is then applicable, and; (i) There is then in effect a registration statement under the Securities act of 1933, as amended (the "Securities Act") covering such proposed Disposition and such Disposition is made in accordance with such registration statement; or (ii) (A) The Holder shall have notified the Company of the proposed Disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed Disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such Disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require registration of such shares under the Securities Act. Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to its partners or former partners in 331554	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Stock Issuance and Restriction Agreement: Valentis, – ISSUANCE AND RESTRICTION AGREEMENT THIS STOCK ISSUANCE AND RESTRICTION AGREEMENT (the "Agreement") is made between Woodlands Office Equities'95 Limited (the "Holder") and Valentis, Inc., a Delaware corporation (the "Company"), as of September 4, 2003 (the "Effective Date"). RECITALS WHEREAS, pursuant to that certain Lease Termination _____________ VALENTIS, – L.P., a Texas limited partnership Its Authorized Agent By: /s/ JOHN S. LANDRUM Name: John S. Landrum Title: Chief Investment Officer COMPANY: VALENTIS, INC., a Delaware corporation By: /s/ BENJAMIN F. MCGRAW Name: Benjamin F. McGraw Title: Chairman, President and CEO 13 QuickLinks STOCK ISSUANCE _____________ dt 610427
Preview Full Doc	2001	Subscription Agreement [Form] Subscription Agreement [Form] (174K) Doc #331614: Click preview link for longer preview. FORM OF SUBSCRIPTION AGREEMENT DATED AS OF NOVEMBER 20, 2000 BY AND BETWEEN VALENTIS, INC. AND [INVESTOR] -------------------- SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTS -------------------- PLACEMENT AGENT: [PLACEMENT AGENT] -------------------------------------------------------------------------------- {PAGE} VALENTIS, INC. SUBSCRIPTION AGREEMENT SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTS Table of Contents {TABLE} {CAPTION} PAGE ---- {S} {C} {C} 1. DEFINITIONS..............................................................................................1 2. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE...................................................................8 (a) Subscription....................................................................................8 (b) Form of Payment.................................................................................9 (c) Closing.........................................................................................9 3. REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. OF THE BUYER................................................9 (a) Acquisition for Investment......................................................................9 (b) Accredited Investor.............................................................................9 (c) Reoffers and Resales............................................................................9 (d) Company Reliance...............................................................................10 (e) Information Provided...........................................................................10 (f) Absence of Approvals...........................................................................10 (g) Subscription Agreement.........................................................................10 (h) Buyer Status...................................................................................11 (i) Absence of Reliance............................................................................11 (j) Foreign Investors..............................................................................11 4. REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. OF THE COMPANY.............................................11 (a) Organization and Authority.....................................................................11 (b) Qualifications.................................................................................11 (c) Capitalization.................................................................................11 (d) Concerning the Shares and the Common Stock.....................................................12 (e) Corporate Authorization........................................................................13 (f) Non-contravention..............................................................................13 (g) Approvals, Filings, Etc........................................................................14 (h) Information Provided...........................................................................14 (i) No Material Change.............................................................................14 (j) SEC Filings....................................................................................15 i {PAGE} (k) Absence of Certain Proceedings.................................................................15 (l) Liabilities....................................................................................15 (m) Absence of Certain Changes.....................................................................15 (n) Intellectual Property..........................................................................15 (o) Internal Accounting Controls...................................................................16 (p) Compliance with Law............................................................................16 (q) Tax Matters....................................................................................16 (r) Investment Company.............................................................................16 (s) Absence of Brokers, Finders, Etc...............................................................16 (t) No Solicitation................................................................................16 5. CERTAIN COVENANTS AND ACKNOWLEDGMENTS...................................................................17 (a) Transfer Restrictions..........................................................................17 (b) Restrictive Legends............................................................................17 (c) Transfer Agent Instruction.....................................................................18 (d) Form D.........................................................................................19 (e) Nasdaq Listing; Reporting Status...............................................................19 (f) Use of Proceeds................................................................................19 (g) State Securities Laws..........................................................................20 (h) Limitation on Certain Actions..................................................................20 (i) Best Efforts...................................................................................20 (j) Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock........................20 (k) Post-closing covenants.........................................................................21 (l) USRPHC Status..................................................................................23 6. CONDITIONS TO THE COMPANY'S OBLIGATIONS TO SELL AND ISSUE...............................................24 7. CONDITIONS TO THE BUYER'S OBLIGATIONS TO PURCHASE.......................................................24 8. REGISTRATION RIGHTS.....................................................................................25 (a) Mandatory Registration.........................................................................25 (b) Obligations of the Company.....................................................................26 (c) Obligations of the Buyer and Other Investors...................................................30 (d) Rule 144.......................................................................................31 9. INDEMNIFICATION AND CONTRIBUTION........................................................................31 (a) Indemnification................................................................................31 (b) Contribution...................................................................................33 (c) Other Rights...................................................................................33 10. MISCELLANEOUS...........................................................................................33 (a) Governing Law..................................................................................33 (b) Headings.......................................................................................33 ii {PAGE} (c) Severability...................................................................................33 (d) Notices........................................................................................34 (e) Counterparts...................................................................................34 (f) Entire Agreement; Benefit......................................................................34 (g) Waiver.........................................................................................35 (h) Amendment......................................................................................35 (i) Further Assurances.............................................................................35 (j) Assignment of Certain Rights and Obligations...................................................35 (k) Expenses.......................................................................................35 (l) Termination....................................................................................36 (m) Survival.......................................................................................36 (n) Public Statements, Press Releases, Etc.........................................................36 (o) Construction...................................................................................37 SCHEDULES Schedule 4(c) Certain Antidilution Adjustments ANNEXES Annex I Form of Certificate of Designations Annex II Form of Transfer Agent Instruction Annex III Form of Class A Common Stock Purchase Warrant Annex IV Form of Class B Common Stock Purchase Warrant Annex V(a) Form of Opinion of Latham & Watkins to Be Delivered on Closing Date Annex V(b) Form of Opinion of Company Counsel to Be Delivered on Closing Date Annex VI Form of Opinion of Intellectual Property Counsel to the Company to Be Delivered on Closing Date Annex VII Form of Opinion of In-house Intellectual Property Counsel to the Company Annex VIII Form of Opinion of Latham & Watkins to Be Delivered upon Effectiveness of the Registration Statement Annex IX [reserved] Annex X Notices {/TABLE} iii {PAGE} SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT, dated as of November 20, 2000 (this "Agreement"), by and between VALENTIS, INC., a Delaware corporation (the "Company"), with headquarters located at 863A Mitten Road, Burlingame, California 94010, and [INVESTOR] (the "Buyer"). W I T N E S S E T H: WHEREAS, the Company wishes to sell, and the Buyer wishes to purchase, upon the terms and subject to the conditions of this Agreement, shares of non-voting Series A Convertible Redeemable Preferred Stock of the Company which will be convertible into shares of Common Stock (such capitalized term and all other capitalized terms used in this Agreement having the respective meanings provided in Section 1); and WHEREAS, in connection with the issuance of the Preferred Shares, the Company is issuing to the Buyer Warrants to purchase Common Stock on the terms provided herein; NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS. (a) As used in this Agreement, the terms "Agreement," "Buyer" and "Company" shall have the respective meanings assigned to such terms in the introductory paragraph of this Agreement. (b) All the agreements or instruments herein defined shall mean such agreements or instruments as the same may from time to time be supplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof and of this Agreement. (c) The following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or under common control with the subject Person. For purposes of the term "Affiliate," the term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or to cause the direction of the management and policies of a Person, whether through the ownership of securities, by contract or otherwise. "Blackout Period" means up to 20 Trading Days in any period of three hundred and sixty five (365) days commencing on the day immediately after the date the Company notifies the Investors that they are required, pursuant to Section 8(c)(4), to suspend offers and sales of Registrable Securities pursuant to the Registration Statement as a result of an event or {PAGE} circumstance described in Section 8(b)(5)(A), during which period, by reason of Section 8(b)(5)(B), the Company is not required to amend the Registration Statement or to supplement the Prospectus. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive order to remain closed. "Cash, Cash Equivalent and Eligible Investment Balances" of any Person on any date shall be determined from such Person's books maintained in accordance with Generally Accepted Accounting Principles, and means, without duplication, the sum of (1) the cash accrued by such Person and its subsidiaries on a consolidated basis on such date and available for use by such Person and its subsidiaries on such date, (2) all assets which would, on a consolidated balance sheet of such Person and its subsidiaries prepared as of such date in accordance with Generally Accepted Accounting Principles, be classified as cash equivalents and (3) all Eligible Marketable Securities which are assets which would, on a consolidated balance sheet of such Person and its subsidiaries prepared as of such date in accordance with Generally Accepted Accounting Principles, be classified as marketable securities. "Certificate of Designations" means the Certificate of Designations of Series A Convertible Redeemable Preferred Stock in the form of ANNEX I to this Agreement, as the same is filed with the Secretary of State of the State of Delaware. "Claims" means any losses, claims, damages, liabilities or expenses, including, without limitation, reasonable fees and expenses of legal counsel (joint or several), incurred by a Person. "Class A Warrants" means the Common Stock Purchase Warrants in the form of ANNEX III to this Agreement. "Class B Warrants" means the Common Stock Purchase Warrants in the form of ANNEX IV to this Agreement. "Closing Date" means 12:00 noon, New York City time, on December 4, 2000, or such other time as is mutually agreed between the Company and the Buyer. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations thereunder and published interpretations thereof. "Common Shares" means the Conversion Shares, the Dividend Shares and the Warrant Shares. "Common Stock" means the Common Stock, par value $0.001 per share, of the Company. "Conversion Notice" means the Notice of Conversion of Series A Convertible Redeemable Preferred Stock substantially in the form attached hereto as Annex X(a). -2- {PAGE} "Conversion Price" shall have the meaning to be provided or provided in the Certificate of Designations. "Conversion Shares" means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. "Dividend Shares" means the shares of Common Stock issuable pursuant to Section 5 of the Certificate of Designations as dividends on the Preferred Shares. "Eligible Marketable Securities" of the Company as of any date means marketable securities which would be reflected on a consolidated balance sheet of the Company and its subsidiaries prepared as of such date in accordance with Generally Accepted Accounting Principles and which have been purchased pursuant to the Company's Investment Guidelines delivered to Buyer on or prior to the date hereof. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder and published interpretations thereof. "Finder" means Diaz & Altschul Capital, LLC, a New York limited liability company. "Generally Accepted Accounting Principles" for any Person means the United States generally accepted accounting principles and practices applied by such Person from time to time in the preparation of its audited financial statements. "Indebtedness" as used in reference to any Person means all indebtedness of such Person for borrowed money, the deferred purchase price of property, goods and services and obligations under leases which are required to be capitalized in accordance with Generally Accepted Accounting Principles and shall include all such indebtedness guaranteed in any manner by such Person or in effect guaranteed by such Person through a contingent agreement to purchase 331614	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Subscription Agreement [Form]: VALENTIS, – txt {DESCRIPTION}EXHIBIT 10.1 {TEXT} {PAGE} EXHIBIT 10.1 -------------------------------------------------------------------------------- FORM OF SUBSCRIPTION AGREEMENT DATED AS OF NOVEMBER 20, 2000 BY AND BETWEEN VALENTIS, INC. AND [INVESTOR] -------------------- SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTS -------------------- PLACEMENT AGENT: [PLACEMENT AGENT] -------------------------------------------------------------------------------- {PAGE} VALENTIS, INC. SUBSCRIPTION _____________ VALENTIS, – BY AND BETWEEN VALENTIS, INC. AND [INVESTOR] -------------------- SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTS -------------------- PLACEMENT AGENT: [PLACEMENT AGENT] -------------------------------------------------------------------------------- {PAGE} VALENTIS, INC. SUBSCRIPTION AGREEMENT SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTS Table of Contents {TABLE} {CAPTION} PAGE ---- {S} {C} { _____________ VALENTIS, – reserved] Annex X Notices {/TABLE} iii {PAGE} SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT, dated as of November 20, 2000 (this "Agreement"), by and between VALENTIS, INC., a Delaware corporation (the "Company"), with headquarters located at 863A Mitten Road, Burlingame, California 94010, and [INVESTOR] (the "Buyer"). W I _____________ Valentis – immediately available funds to: State Street Bank & Trust Company ABA Routing # 011000028 Account #17039843 For final credit: Sub-Account Number DE0340 Account Name Valentis Attn: Rachel Bovarnik (c) CLOSING. The issuance and sale of the Preferred Shares and the issuance of the Warrants shall occur on _____________ VALENTIS, – 000.00 Aggregate Purchase Price: $ Warrant Shares Issuable Upon Exercise of Class A Warrants: Warrant Shares Issuable Upon Exercise of Class B Warrants: VALENTIS, INC. By: ----------------------------------- Name: Bennet Weintraub Title: Vice President Finance and Chief Financial Officer Date: November __, 2000 [INVESTOR] By: ----------------------------------- By: By: Title: _____________ dt 610483 ; Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Subscription Agreement [Form]: Nasdaq Stock Market, Inc – R. Part 207). "NASD" means the National Association of Securities Dealers, Inc. "Nasdaq" means the Nasdaq National Market. "Nasdaq Stock Market" means The Nasdaq Stock Market, Inc . "Net Cash, Cash Equivalent and Eligible Investment Balances" of any Person on any date means the consolidated Cash, Cash Equivalent and Eligible _____________ dt 648073 ; State Street State Street Bank & Trust Co. ( Financial ) As referenced in this Subscription Agreement [Form]: State Street Bank & Trust Co – Buyer of the Purchase Price to the Company on the Closing Date shall be made by wire transfer of immediately available funds to: State Street Bank & Trust Co mpany ABA Routing # 011000028 Account #17039843 For final credit: Sub-Account Number DE0340 Account Name Valentis Attn: Rachel Bovarnik (c) CLOSING. The issuance _____________ dt 641930 ;	Brobeck Phleger Brobeck Phleger & Harrison LLP ( Legal ) As referenced in this Subscription Agreement [Form]: Brobeck Phleger – substantially in the form of ANNEX V(b) to this Agreement; (j) The Buyer shall have received on the Closing Date, opinions of Brobeck Phleger & Harrison, L.L.P., Townsend & Townsend & Crew, L.L.P., Mcdonnell Boehnen Hulbert & Berghoff, Lyon & Lyon, L.L.P, SEED Intellectual Property _____________ dt 638157 ; Latham & Watkins Latham & Watkins ( Legal ) As referenced in this Subscription Agreement [Form]: Latham & Watkins – Class A Common Stock Purchase Warrant Annex IV Form of Class B Common Stock Purchase Warrant Annex V(a) Form of Opinion of Latham & Watkins to Be Delivered on Closing Date Annex V(b) Form of Opinion of Company Counsel to Be Delivered on Closing Date Annex _____________ Latham & Watkins – on Closing Date Annex VII Form of Opinion of In-house Intellectual Property Counsel to the Company Annex VIII Form of Opinion of Latham & Watkins to Be Delivered upon Effectiveness of the Registration Statement Annex IX [reserved] Annex X Notices {/TABLE} iii {PAGE} SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION _____________ Latham & Watkins – 3) such other matters as reasonably requested by the Buyer; (i) The Buyer shall have received on the Closing Date an opinion of Latham & Watkins , counsel for the Company, dated the Closing Date, addressed to the Buyer, in form, scope and substance reasonably satisfactory to the Buyer, _____________ Latham & Watkins – paragraph of this Agreement, Attention: Chief Financial Officer (telephone line facsimile number (650) 652-1990), and a copy shall also be given to: Latham & Watkins , 135 Commonwealth Drive, Menlo Park, California 94025 Attn: Alan C. Mendelson (telephone line facsimile transmission number (650) 463-2600), and in the _____________ Latham & Watkins – the "Conversion Notice") relating to the Preferred Stock; (c) Subscription Form (the "Subscription Form") relating to the Warrants; and (d) an opinion of Latham & Watkins , counsel to the Company, as to the due authorization, validity of issuance and fully-paid and non-assessable nature of the shares ( _____________ dt 629826
Preview Full Doc	2001	Underwriting Agreement Underwriting Agreement (86K) Doc #331596: Click preview link for longer preview. VALENTIS, INC. (a Delaware corporation) 6,130,007 Shares of Common Stock UNDERWRITING AGREEMENT Dated: December 21, 2001 TABLE OF CONTENTS SECTION 1. REPRESENTATIONS AND WARRANTIES. 2 (a) Representations and Warranties by the Company 2 (i) Compliance with Registration Requirements 2 (ii) Incorporated Documents 2 (iii) Independent . . . 331596	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Underwriting Agreement: VALENTIS, – CORPORATION EX-1.1 3 a2066889zex-1_1.htm EXHIBIT 1.1 QuickLinks -- Click here to rapidly navigate through this document Exhibit 1.1 VALENTIS, INC. (a Delaware corporation) 6,130,007 Shares of Common Stock UNDERWRITING AGREEMENT Dated: December 21, 2001 TABLE OF CONTENTS SECTION 1. _____________ VALENTIS, – 1 EXHIBITS Exhibit A Form of Opinion of Company's Counsel A-1 Exhibit B Form of Lock-up Letter B-1 ii VALENTIS, INC. (a Delaware corporation) 6,130,007 Shares of Common Stock (Par Value $.001 Per Share) UNDERWRITING AGREEMENT December 21, 2001 Wells _____________ Valentis, – Share) UNDERWRITING AGREEMENT December 21, 2001 Wells Fargo Van Kasper, LLC 600 California Street Suite 1700 San Francisco, California 94108 Ladies and Gentlemen: Valentis, Inc., a Delaware corporation (the "Company"), confirms its agreement with Wells Fargo Van Kasper, LLC ("Wells Fargo") with respect to the issue _____________ VALENTIS, – along with all counterparts, will become a binding agreement between Wells Fargo and the Company in accordance with its terms. Very truly yours, VALENTIS, INC. By: /s/ BENJAMIN MCGRAW Name: Benjamin McGraw Title: President Chief Executive Officer and Chairman CONFIRMED AND ACCEPTED, as of the date _____________ Valentis, – Exhibit B December , 2001 Wells Fargo Van Kasper, LLC 600 California Street Suite 1700 San Francisco, California 94104 Re: Proposed Public Offering by Valentis, Inc. Dear Sirs: The undersigned, a stockholder [and an officer and/or director] of Valentis, Inc., a Delaware corporation (the "Company"), understands _____________ dt 610468 ;	Sidley Austin Sidley Austin Brown & Wood LLP ( Legal ) As referenced in this Underwriting Agreement: Sidley Austin – g) Opinion of Counsel for Underwriter. At Closing Time, Wells Fargo shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Brown & Wood llp, counsel for Wells Fargo, with respect to the matters set forth in clauses (i), (v), (vi) (solely as to _____________ Sidley Austin – to the same effect as the opinion required by Section 5(f) hereof. (vii) Opinion of Counsel for Underwriter. The favorable opinion of Sidley Austin Brown & Wood llp, counsel for Wells Fargo, dated such Date of Delivery, relating to the Option Securities to be purchased on such _____________ dt 626252
Preview Full Doc	2006	Voting Agreement Voting Agreement (27K) Doc #2548964: Click preview link for longer preview. VOTING AGREEMENT This VOTING AGREEMENT (this ï¿½Agreementï¿½) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (ï¿½Valentisï¿½), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (ï¿½Urigenï¿½), and (ï¿½Stockholderï¿½), an individual whose business address is c/o Valentis, Inc., 863A Mitten Road, Burlingame, California 94010 and who is or may become the holder or . . . 2548964	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Voting Agreement: Valentis, – 2 3 a06-20728_1ex2d2.htm EX-2 Exhibit 2.2 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o _____________ (Valentis) – EX-2 Exhibit 2.2 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis) , Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o Valentis, Inc., 863A Mitten Road, _____________ Valentis, – Valentis, Inc., a Delaware corporation (Valentis), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o Valentis, Inc., 863A Mitten Road, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in _____________ Valentis. – Road, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(e)) of Valentis. RECITALS A. As of the date of this Agreement, Valentis and Urigen have entered into an Agreement and Plan of Merger (as such agreement may hereafter be amended from _____________ Valentis – the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(e)) of Valentis. RECITALS A. As of the date of this Agreement, Valentis and Urigen have entered into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time in conformity with the provisions thereof (the Merger _____________ dt 1600289 ; Scientific Scientific Industries Inc. ( Scientific & Technical Instruments ) ;	Smith Gambrell Smith, Gambrell & Russell ( Legal ) As referenced in this Voting Agreement: Smith, Gambrell – Urigen, to: Urigen N.A., Inc. 515 West Hastings Street, Suite 7333 Vancouver, BC V6B 5K3 Attn: Martin Shmagin Telephone: (415) 971-1080 Facsimile: (866) 816-1107 With copies to: Smith, Gambrell & Russell, LLP Suite 3100, Promenade II 1230 Peachtree Street, N.E. Atlanta, GA 30309-3592 Attn: Tycho H.E. Stahl, Esq. Telephone: (404) 815-3500 Facsimile: (404) 815- _____________ dt 1599564
Preview Full Doc	2006	Voting Agreement Voting Agreement (27K) Doc #2548965: Click preview link for longer preview. VOTING AGREEMENT This VOTING AGREEMENT (this ï¿½Agreementï¿½) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (ï¿½Valentisï¿½), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (ï¿½Urigenï¿½), and (ï¿½Stockholderï¿½), an individual whose business address is c/o Urigen N.A., Inc., 875 Mahler Road, Suite 235, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in . . . 2548965	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Voting Agreement: Valentis, – 3 4 a06-20728_1ex2d3.htm EX-2 Exhibit 2.3 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o _____________ (Valentis) – EX-2 Exhibit 2.3 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis) , Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o Urigen N.A., Inc., 875 _____________ Valentis – the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(d)) of Urigen. RECITALS A. As of the date of this Agreement, Valentis and Urigen have entered into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time in conformity with the provisions thereof (the Merger _____________ Valentis – such agreement may hereafter be amended from time to time in conformity with the provisions thereof (the Merger Agreement)), which provides for the merger of a wholly-owned subsidiary of Valentis into Urigen such that Urigen survives as a wholly-owned subsidiary of Valentis and the stockholders of Urigen immediately prior to the merger become the majority stockholders of Valentis after _____________ Valentis – the provisions thereof (the Merger Agreement)), which provides for the merger of a wholly-owned subsidiary of Valentis into Urigen such that Urigen survives as a wholly-owned subsidiary of Valentis and the stockholders of Urigen immediately prior to the merger become the majority stockholders of Valentis after the merger (the Merger). B. As an inducement and a condition to enter _____________ dt 1600290 ; Scientific Scientific Industries Inc. ( Scientific & Technical Instruments ) ;	Smith Gambrell Smith, Gambrell & Russell ( Legal ) As referenced in this Voting Agreement: Smith, Gambrell – if to Urigen, to: Urigen N.A., Inc. 875 Mahler Road, Suite 235 Burlingame, CA 94010 Attn: Martin Shmagin Telephone: (415) 971-1080 Facsimile: (866) 816-1107 With copies to: Smith, Gambrell & Russell, LLP Suite 3100, Promenade II 1230 Peachtree Street, N.E. Atlanta, GA 30309-3592 Attn: Tycho H.E. Stahl, Esq. Telephone: (404) 815-3500 Facsimile: (404) 815- _____________ dt 1599565
Preview Full Doc	2006	Voting Agreement Voting Agreement (27K) Doc #2548977: Click preview link for longer preview. VOTING AGREEMENT This VOTING AGREEMENT (this ï¿½Agreementï¿½) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (ï¿½Valentisï¿½), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (ï¿½Urigenï¿½), and (ï¿½Stockholderï¿½), an individual whose business address is c/o Valentis, Inc., 863A Mitten Road, Burlingame, California 94010 and who is or may become the holder or . . . 2548977	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Voting Agreement: Valentis, – 2 3 a06-20728_1ex2d2.htm EX-2 Exhibit 2.2 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o _____________ (Valentis) – EX-2 Exhibit 2.2 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis) , Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o Valentis, Inc., 863A Mitten Road, _____________ Valentis, – Valentis, Inc., a Delaware corporation (Valentis), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o Valentis, Inc., 863A Mitten Road, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in _____________ Valentis. – Road, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(e)) of Valentis. RECITALS A. As of the date of this Agreement, Valentis and Urigen have entered into an Agreement and Plan of Merger (as such agreement may hereafter be amended from _____________ Valentis – the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(e)) of Valentis. RECITALS A. As of the date of this Agreement, Valentis and Urigen have entered into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time in conformity with the provisions thereof (the Merger _____________ dt 1600291 ; Voiceserve Voiceserve Ltd ;	Smith Gambrell Smith, Gambrell & Russell ( Legal ) As referenced in this Voting Agreement: Smith, Gambrell – Urigen, to: Urigen N.A., Inc. 515 West Hastings Street, Suite 7333 Vancouver, BC V6B 5K3 Attn: Martin Shmagin Telephone: (415) 971-1080 Facsimile: (866) 816-1107 With copies to: Smith, Gambrell & Russell, LLP Suite 3100, Promenade II 1230 Peachtree Street, N.E. Atlanta, GA 30309-3592 Attn: Tycho H.E. Stahl, Esq. Telephone: (404) 815-3500 Facsimile: (404) 815- _____________ dt 1599566
Preview Full Doc	2006	Voting Agreement Voting Agreement (27K) Doc #2548978: Click preview link for longer preview. VOTING AGREEMENT This VOTING AGREEMENT (this ï¿½Agreementï¿½) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (ï¿½Valentisï¿½), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (ï¿½Urigenï¿½), and (ï¿½Stockholderï¿½), an individual whose business address is c/o Urigen N.A., Inc., 875 Mahler Road, Suite 235, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in . . . 2548978	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Voting Agreement: Valentis, – 3 4 a06-20728_1ex2d3.htm EX-2 Exhibit 2.3 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o _____________ (Valentis) – EX-2 Exhibit 2.3 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis) , Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o Urigen N.A., Inc., 875 _____________ Valentis – the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(d)) of Urigen. RECITALS A. As of the date of this Agreement, Valentis and Urigen have entered into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time in conformity with the provisions thereof (the Merger _____________ Valentis – such agreement may hereafter be amended from time to time in conformity with the provisions thereof (the Merger Agreement)), which provides for the merger of a wholly-owned subsidiary of Valentis into Urigen such that Urigen survives as a wholly-owned subsidiary of Valentis and the stockholders of Urigen immediately prior to the merger become the majority stockholders of Valentis after _____________ Valentis – the provisions thereof (the Merger Agreement)), which provides for the merger of a wholly-owned subsidiary of Valentis into Urigen such that Urigen survives as a wholly-owned subsidiary of Valentis and the stockholders of Urigen immediately prior to the merger become the majority stockholders of Valentis after the merger (the Merger). B. As an inducement and a condition to enter _____________ dt 1600292 ; Voiceserve Voiceserve Ltd ;	Smith Gambrell Smith, Gambrell & Russell ( Legal ) As referenced in this Voting Agreement: Smith, Gambrell – if to Urigen, to: Urigen N.A., Inc. 875 Mahler Road, Suite 235 Burlingame, CA 94010 Attn: Martin Shmagin Telephone: (415) 971-1080 Facsimile: (866) 816-1107 With copies to: Smith, Gambrell & Russell, LLP Suite 3100, Promenade II 1230 Peachtree Street, N.E. Atlanta, GA 30309-3592 Attn: Tycho H.E. Stahl, Esq. Telephone: (404) 815-3500 Facsimile: (404) 815- _____________ dt 1599567
Preview Full Doc	2006	Voting Agreement Voting Agreement (27K) Doc #2549496: Click preview link for longer preview. VOTING AGREEMENT This VOTING AGREEMENT (this ï¿½Agreementï¿½) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (ï¿½Valentisï¿½), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (ï¿½Urigenï¿½), and (ï¿½Stockholderï¿½), an individual whose business address is c/o Valentis, Inc., 863A Mitten Road, Burlingame, California 94010 and who is or may become the holder or . . . 2549496	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Voting Agreement: Valentis, – 2 3 a06-20728_1ex2d2.htm EX-2 Exhibit 2.2 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o _____________ (Valentis) – EX-2 Exhibit 2.2 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis) , Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o Valentis, Inc., 863A Mitten Road, _____________ Valentis, – Valentis, Inc., a Delaware corporation (Valentis), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o Valentis, Inc., 863A Mitten Road, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in _____________ Valentis. – Road, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(e)) of Valentis. RECITALS A. As of the date of this Agreement, Valentis and Urigen have entered into an Agreement and Plan of Merger (as such agreement may hereafter be amended from _____________ Valentis – the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(e)) of Valentis. RECITALS A. As of the date of this Agreement, Valentis and Urigen have entered into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time in conformity with the provisions thereof (the Merger _____________ dt 1666210 ;	Smith Gambrell Smith, Gambrell & Russell ( Legal ) As referenced in this Voting Agreement: Smith, Gambrell – Urigen, to: Urigen N.A., Inc. 515 West Hastings Street, Suite 7333 Vancouver, BC V6B 5K3 Attn: Martin Shmagin Telephone: (415) 971-1080 Facsimile: (866) 816-1107 With copies to: Smith, Gambrell & Russell, LLP Suite 3100, Promenade II 1230 Peachtree Street, N.E. Atlanta, GA 30309-3592 Attn: Tycho H.E. Stahl, Esq. Telephone: (404) 815-3500 Facsimile: (404) 815- _____________ dt 1665092
Preview Full Doc	2006	Voting Agreement Voting Agreement (27K) Doc #2549498: Click preview link for longer preview. VOTING AGREEMENT This VOTING AGREEMENT (this ï¿½Agreementï¿½) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (ï¿½Valentisï¿½), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (ï¿½Urigenï¿½), and (ï¿½Stockholderï¿½), an individual whose business address is c/o Urigen N.A., Inc., 875 Mahler Road, Suite 235, Burlingame, California 94010 and who is or may become the holder or Beneficial Owner (as defined in . . . 2549498	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Voting Agreement: Valentis, – 3 4 a06-20728_1ex2d3.htm EX-2 Exhibit 2.3 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis), Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o _____________ (Valentis) – EX-2 Exhibit 2.3 VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made and entered into as of October 5, 2006, by and among Valentis, Inc., a Delaware corporation (Valentis) , Urigen N.A., Inc., a Delaware corporation formerly known as Urigen Holdings, Inc. (Urigen), and (Stockholder), an individual whose business address is c/o Urigen N.A., Inc., 875 _____________ Valentis – the holder or Beneficial Owner (as defined in Section 1(b)) of Shares (as defined in Section 1(d)) of Urigen. RECITALS A. As of the date of this Agreement, Valentis and Urigen have entered into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time in conformity with the provisions thereof (the Merger _____________ Valentis – such agreement may hereafter be amended from time to time in conformity with the provisions thereof (the Merger Agreement)), which provides for the merger of a wholly-owned subsidiary of Valentis into Urigen such that Urigen survives as a wholly-owned subsidiary of Valentis and the stockholders of Urigen immediately prior to the merger become the majority stockholders of Valentis after _____________ Valentis – the provisions thereof (the Merger Agreement)), which provides for the merger of a wholly-owned subsidiary of Valentis into Urigen such that Urigen survives as a wholly-owned subsidiary of Valentis and the stockholders of Urigen immediately prior to the merger become the majority stockholders of Valentis after the merger (the Merger). B. As an inducement and a condition to enter _____________ dt 1666211 ;	Smith Gambrell Smith, Gambrell & Russell ( Legal ) As referenced in this Voting Agreement: Smith, Gambrell – if to Urigen, to: Urigen N.A., Inc. 875 Mahler Road, Suite 235 Burlingame, CA 94010 Attn: Martin Shmagin Telephone: (415) 971-1080 Facsimile: (866) 816-1107 With copies to: Smith, Gambrell & Russell, LLP Suite 3100, Promenade II 1230 Peachtree Street, N.E. Atlanta, GA 30309-3592 Attn: Tycho H.E. Stahl, Esq. Telephone: (404) 815-3500 Facsimile: (404) 815- _____________ dt 1665093
Preview Full Doc	2004	Warrant Warrant (39K) Doc #331520: Click preview link for longer preview. NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ï¿½SECURITIES ACTï¿½), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH . . . 331520	Valentis Valentis, Inc. ( Biological Products ) As referenced in this Warrant: VALENTIS, – THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. VALENTIS, INC. WARRANT Warrant No. [ ] Date of Original Issuance: June 10, 2004 Valentis, Inc., a Delaware corporation (the Company), hereby certifies that, for _____________ Valentis, – CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. VALENTIS, INC. WARRANT Warrant No. [ ] Date of Original Issuance: June 10, 2004 Valentis, Inc., a Delaware corporation (the Company), hereby certifies that, for value received, [ ] or its registered assigns (the Holder), is entitled to purchase _____________ VALENTIS, – WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above. VALENTIS, INC. By: Name: Title: SIGNATURE PAGE TO VALENTIS, INC. WARRANT EXERCISE NOTICE To Valentis, Inc.: The undersigned hereby irrevocably elects to purchase _____________ VALENTIS, – to be duly executed by its authorized officer as of the date first indicated above. VALENTIS, INC. By: Name: Title: SIGNATURE PAGE TO VALENTIS, INC. WARRANT EXERCISE NOTICE To Valentis, Inc.: The undersigned hereby irrevocably elects to purchase shares of common stock, $.001 par value, of _____________ Valentis, – authorized officer as of the date first indicated above. VALENTIS, INC. By: Name: Title: SIGNATURE PAGE TO VALENTIS, INC. WARRANT EXERCISE NOTICE To Valentis, Inc.: The undersigned hereby irrevocably elects to purchase shares of common stock, $.001 par value, of Valentis, Inc. (Common Stock), pursuant to _____________ dt 610390

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Valentis, Inc. ▼

PART I - DEFINITIONS

1 DEFINITIONS

1.2 Audit Disagreement shall have the meaning set forth in Section 15.5.2.

1.3 Average Royalty Percentage shall have the meaning set forth in Section 5.3.1 and 9.3.1.

1.4 Backup Gene shall be a gene substituted for one of the Genes pursuant to Section 13.

1.5 Backup License shall have the meaning set forth in Section 13.2.

1.6 Bankruptcy Event shall have the meaning set forth in Section 19.4.

1.7 Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in California, US, or Berlin. Germany.

1.8 Clinical Development means the conduct of studies of a Product in humans to assess the dosing, safety and/or efficacy of such Product, including, but not limited to, Phase I Clinical Trials, Phase II Clinical Trials and Phase III Clinical Trials.

1.10 Commercializationand Commercialize shall refer to all activities undertaken relating to the manufacture for commercial sale, pre-marketing, marketing, distribution and sale of a Product, and the process of Commercialization, respectively.

1.11 Confidential Information shall have the meaning assigned to it in Section 20.1.

1.12 Control or Controlled shall mean possession of the ability to grant a license or sublicense of patent rights, know-how, Technical Information or other intangible rights as provided for herein without violating the terms of any agreement or other arrangement with any Third Party.

1.13 Device shall mean, individually or collectively, as the case may be, the electroporation generator used for the electrically assisted delivery of Products and/or the disposable applicator.

1.14 Disease Class means a disease category being the subject of a separate Section of the Merck Manual of Diagnosis and Therapy, 17^thEdition, 1999.

for the purposes of Regulatory Approval in the EU, all applications for Regulatory Approval to EMEA or any other applicable national regulatory authority.

1.16 Effective Date shall have the meaning set forth at the head of this Agreement.

1.17 Electroporation means a certain delivery technology licensed by Valentis from Genetronics, Inc., relating to electrically-assisted plasmid delivery to muscle for therapeutic or prophylactic applications, excluding DNA vaccines.

1.18 Electroporation Intellectual Property means Electroporation Know-How and Electroporation Patents.

1.21 EMEA means the European Medicines Evaluation Agency, or any successor agency.

1.22 EU means the countries of the European Union, at any given point in time.

1.23 FDA means the United States Food and Drug Administration of the Department of Health and Human Services, or any successor agency with responsibility for regulating the development, manufacture and sale of human pharmaceutical products.

1.24 Field means all preventive, therapeutic or diagnostic applications in humans.

1.26 Follow-on Product shall have the meaning as set forth in Section 5.2.2.

1.27 Gene(s) shall mean Gene X, [] and [], or each of them.

1.28 GeneSwitch Intellectual Property means GeneSwitch Know-How and GeneSwitch Patents.

1.29 GeneSwitch Know-How means all information currently existing, whether or not patentable that is Controlled by Valentis or its Affiliates and that relates to GeneSwitch

FOR IMMEDIATE RELEASE

1. It is expected . . .

1. It is . . .

1. It is . . .

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Valentis, Inc. ▼

PART I - DEFINITIONS

1 DEFINITIONS

1.2 Audit Disagreement shall have the meaning set forth in Section 15.5.2.

1.3 Average Royalty Percentage shall have the meaning set forth in Section 5.3.1 and 9.3.1.

1.4 Backup Gene shall be a gene substituted for one of the Genes pursuant to Section 13.

1.5 Backup License shall have the meaning set forth in Section 13.2.

1.6 Bankruptcy Event shall have the meaning set forth in Section 19.4.

1.7 Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in California, US, or Berlin. Germany.

1.8 Clinical Development means the conduct of studies of a Product in humans to assess the dosing, safety and/or efficacy of such Product, including, but not limited to, Phase I Clinical Trials, Phase II Clinical Trials and Phase III Clinical Trials.

1.10 Commercializationand Commercialize shall refer to all activities undertaken relating to the manufacture for commercial sale, pre-marketing, marketing, distribution and sale of a Product, and the process of Commercialization, respectively.

1.11 Confidential Information shall have the meaning assigned to it in Section 20.1.

1.12 Control or Controlled shall mean possession of the ability to grant a license or sublicense of patent rights, know-how, Technical Information or other intangible rights as provided for herein without violating the terms of any agreement or other arrangement with any Third Party.

1.13 Device shall mean, individually or collectively, as the case may be, the electroporation generator used for the electrically assisted delivery of Products and/or the disposable applicator.

1.14 Disease Class means a disease category being the subject of a separate Section of the Merck Manual of Diagnosis and Therapy, 17th Edition, 1999.

for the purposes of Regulatory Approval in the EU, all applications for Regulatory Approval to EMEA or any other applicable national regulatory authority.

1.16 Effective Date shall have the meaning set forth at the head of this Agreement.

1.17 Electroporation means a certain delivery technology licensed by Valentis from Genetronics, Inc., relating to electrically-assisted plasmid delivery to muscle for therapeutic or prophylactic applications, excluding DNA vaccines.

1.18 Electroporation Intellectual Property means Electroporation Know-How and Electroporation Patents.

1.21 EMEA means the European Medicines Evaluation Agency, or any successor agency.

1.22 EU means the countries of the European Union, at any given point in time.

1.23 FDA means the United States Food and Drug Administration of the Department of Health and Human Services, or any successor agency with responsibility for regulating the development, manufacture and sale of human pharmaceutical products.

1.24 Field means all preventive, therapeutic or diagnostic applications in humans.

1.26 Follow-on Product shall have the meaning as set forth in Section 5.2.2.

1.27 Gene(s) shall mean Gene X, [***] and [***], or each of them.

1.28 GeneSwitch Intellectual Property means GeneSwitch Know-How and GeneSwitch Patents.

1.29 GeneSwitch Know-How means all information currently existing, whether or not patentable that is Controlled by Valentis or its Affiliates and that relates to GeneSwitch

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1. It is expected . . .

1. It is . . .

1. It is . . .

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1.14 Disease Class means a disease category being the subject of a separate Section of the Merck Manual of Diagnosis and Therapy, 17^thEdition, 1999.

1.27 Gene(s) shall mean Gene X, [] and [], or each of them.