CORCEPT THERAPEUTICS INCORPORATED COMMON STOCK PURCHASE AGREEMENT
Exhibit
10.1
CORCEPT
THERAPEUTICS INCORPORATED
This
Common Stock Purchase Agreement (“Agreement”)
is
made as of March 30, 2007 (the “Effective
Date”),
by
and among Corcept Therapeutics Incorporated, a Delaware corporation (the
“Company”),
and
each of those persons and entities, severally and not jointly, listed as
a
Purchaser on the Schedule of Purchasers attached as Exhibit
A
hereto.
Such persons and entities
are hereinafter collectively referred to herein as “Purchasers”
and
each individually as a “Purchaser”.
AGREEMENT
In
consideration of the mutual covenants contained in this Agreement, and for
other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Company and each Purchaser (severally and not jointly) hereby agree as
follows:
SECTION
1. AUTHORIZATION
OF SALE OF SHARES.
The
Company has authorized the sale and issuance of 9,000,000 shares of its Common
Stock, par value $0.001 per share (the “Common
Stock”),
on
the terms and subject to the conditions set forth in this Agreement. The
shares
of Common Stock sold hereunder shall be referred to herein as the “Shares”.
SECTION
2. AGREEMENT
TO SELL AND PURCHASE THE SHARES.
2.1 Sale
of Shares.
At the
Closing (as defined in Section 3), the Company will sell to each Purchaser,
and
each Purchaser will purchase from the Company, at a purchase price of $1.00
per
Share, the number of Shares set forth next to such Purchaser’s name on the
Schedule of Purchasers.
2.2 Separate
Agreement.
Each
Purchaser shall severally, and not jointly, be liable for only the purchase
of
the Shares that
appear on Exhibit
A
hereto
and that relate to such Purchaser. The Company’s agreement with each of the
Purchasers is a separate agreement, and the sale of Shares to each
of
the Purchasers is a separate sale. The obligations of each Purchaser hereunder
are expressly not conditioned on the purchase by any or all of the other
Purchasers of the Shares such other Purchasers have agreed to
purchase.
SECTION
3. CLOSING
AND DELIVERY.
3.1 Closing.
The
Closing of the purchase and sale of the Shares pursuant to this Agreement
(the
“Closing”)
shall
be held on March 30, 2007 at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or on such other date and place as may
be
agreed to by the Company and the Purchasers.
At or
prior to the Closing, each Purchaser shall execute any related agreements
or
other documents required to be executed hereunder, dated as of the date of
the
Closing (the “Closing
Date”).
3.2 Delivery
of the Shares at the Closing.
At the
Closing, the Company shall deliver to each Purchaser stock certificates
registered in the name of such Purchaser, or in such nominee name(s) as
designated by such Purchaser, representing the number of shares of Common
Stock
to be purchased by such Purchaser at the Closing as set forth in the Schedule
of
Purchasers against payment of the purchase price for such shares. The name(s)
in
which the stock certificates are to be issued to each Purchaser are set forth
in
the Investor Questionnaire and the Selling Stockholder Notice and Questionnaire
in the form attached hereto as Appendix I and II (the “Investor Questionnaire”
and the “Selling Stockholder Questionnaire”, respectively), as completed by each
Purchaser,
which
shall be provided to the Company no later than ten (10) business days prior
to
the Closing.
SECTION
4. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE COMPANY.
Except
as
set forth on the Schedule of Exceptions delivered to the Purchasers concurrently
with the execution of this Agreement (the “Schedule
of Exceptions”),
the
Company hereby represents and warrants as of the date hereof to, and covenants
with, the Purchasers as follows:
4.1 Organization
and Standing.
The
Company has been duly incorporated and is validly existing as a
corporation in
good
standing under the laws of Delaware, has full corporate power and authority
to
own or lease its properties and conduct its business as presently conducted,
and
is duly qualified as a foreign corporation and in good standing in all
jurisdictions in which the character of the property owned or leased or the
nature of the business transacted by it makes qualification necessary, except
where the failure to be so qualified would not have a material adverse effect
on
the business, properties, financial condition or results or operations of
the
Company (a “Company
Material Adverse Effect”).
The
Company has no subsidiaries or equity interest in any other entity.
4.2 Corporate
Power; Authorization.
The
Company has all requisite corporate power, and has taken all requisite corporate
action, to execute and deliver this Agreement, sell and issue the Shares
and
carry out and perform all of its obligations under this Agreement. This
Agreement constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to
or affecting the enforcement of creditors’ rights generally, (ii) as limited by
equitable principles generally, including any specific performance, and (iii)
as
to those provisions of Section 8.3 relating to indemnity or contribution.
The
execution and delivery of this Agreement does not, and the performance of
this
Agreement and the compliance with the provisions hereof and the issuance,
sale
and delivery of the Shares by the Company will not conflict with, or result
in a
breach or violation of the terms, conditions or provisions of, or constitute
a
default under, or result in the creation or imposition of any lien pursuant
to
the terms of, the Certificate of Incorporation or Bylaws of the Company or
any
statute, law, rule (including federal and state securities laws and the rules
and regulations of the NASDAQ Stock Market (the “Principal
Market”))
applicable to the Company or regulation or any state or federal order, judgment
or decree applicable to the Company or any indenture, mortgage, lease or
other
material agreement or instrument to which the Company is a party or any of
its
properties is subject.
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4.3 Issuance
and Delivery of the Shares.
The
Shares, when issued and paid for in compliance with the provisions of this
Agreement, will be validly issued, fully paid and nonassessable. The issuance
and delivery of the Shares is not subject to preemptive, co-sale, right of
first
refusal or any other similar rights of the stockholders of the Company or
any
liens or encumbrances. Assuming the accuracy of the representations made
by each
Purchaser in Section 5, the offer and issuance by the Company of the Shares
is
exempt from registration under the 1933 Act.
4.4 SEC
Documents; Financial Statements.
The
Company has filed in a timely manner all documents that the Company was required
to file with the Securities and Exchange Commission (the “Commission”)
under
Sections 13, 14(a) and 15(d) the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”),
since
becoming subject
to the requirements of the Exchange Act. As of their respective filing dates
(or, if amended prior to the date of this Agreement, when amended), all
documents filed by the Company with the Commission (the “SEC
Documents”)
complied in all material respects with the requirements of the Exchange Act
and
the rules and regulations of the Commission promulgated thereunder. None
of the
SEC Documents as of their respective dates contained any untrue statement
of
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The financial statements of the
Company included in the SEC Documents (the “Financial
Statements”)
comply
as to form in all material respects with applicable accounting requirements
and
with the published rules and regulations of the Commission with respect thereto.
The
Financial Statements have been prepared in accordance with United States
generally accepted accounting principles consistently applied and fairly
present
the financial position of the Company at the dates thereof and the results
of
its operations and cash flows for the periods then ended (subject, in the
case
of unaudited statements, to normal, recurring adjustments).
4.5 Capitalization.
All of
the Company’s outstanding shares of capital stock have been duly authorized and
validly issued and are fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and were not issued
in
violation of or subject to any preemptive right or other rights to subscribe
for
or purchase securities. The authorized capital stock of the Company consists
of
140,000,000 shares of common stock and 10,000,000 shares of undesignated
Preferred Stock, none of which are issued and outstanding as of the Effective
Date.
As of
the Effective Date, there are 25,731,766 shares of Common Stock issued and
outstanding, of which no shares are owned by the Company. There are no other
shares of any other class or series of capital stock of the Company issued
or
outstanding. The Company has no capital stock reserved for issuance, except
that, as of the Effective Date, there are 1,809,686 shares
of
Common Stock reserved for issuance pursuant to options outstanding on such
date
pursuant to the Company’s 2000 Stock Option Plan and 2004 Equity Incentive Plan.
There are no bonds, debentures, notes or other indebtedness having general
voting rights (or convertible into securities having such rights) (“Voting
Debt”)
of the
Company issued and outstanding. Except as stated above, there are no
existing options, warrants, calls, subscriptions or other rights, agreements,
arrangements or commitments of any character, relating to the issued or unissued
capital stock of the Company, obligating the Company to issue, transfer,
sell,
redeem, purchase, repurchase or otherwise acquire or cause to be issued,
transferred, sold, redeemed, purchased, repurchased or otherwise acquired
any
capital stock or Voting Debt of, or other equity interest in, the Company
or
securities or rights convertible into or exchangeable for such shares or
equity
interests or obligations of the Company to grant, extend or enter into any
such
option, warrant, call, subscription or other right, agreement, arrangement
or
commitment. The issuance of Common Stock or other securities pursuant to
any provision of this Agreement will not give rise to any preemptive rights
or
rights of first refusal on behalf of any Person or result in the triggering
of
any anti-dilution or other similar rights. Except as disclosed in the SEC
Documents, there are no agreements or arrangements under which the Company
or
any of its Subsidiaries is obligated to register the sale of any of their
securities under the 1933 Act. There are no securities or instruments containing
anti-dilution provisions that will be triggered by the issuance of the Shares.
The Company has made available upon request of the Purchasers, a true, correct
and complete copy of the Company’s Certificate of Incorporation, as amended and
as in effect on the date hereof (the “Certificate
of Incorporation”),
and
the Company’s Bylaws, as amended and as in effect on the date hereof (the
“Bylaws”).
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4.6 Litigation.
There is
no pending or, to the Company’s knowledge, threatened, action, suit or other
proceeding to which the Company is a party or to which its property or assets
are subject.
4.7 Governmental
Consents. No
consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state, or local
governmental authority on the part of the Company is required in connection
with
the consummation of the transactions contemplated by this Agreement except
for
(a) compliance with the securities and blue sky laws in the states and other
jurisdictions in which shares of Common Stock are offered and/or sold, which
compliance will be effected in accordance with such laws, and (b) the filing
of
a registration statement and all amendments thereto with the Commission as
contemplated by Section 8.1 of this Agreement.
4.8 No
Material Adverse Change.
Since
September 30, 2006, except as disclosed in the SEC Documents, there have
not
been any changes in the assets, liabilities, financial condition or operations
of the Company from that reflected in the Financial Statements for the quarter
ended September 30, 2006 except changes which have not had, either individually
or in the aggregate, a Company Material Adverse Effect.
4.9 No
General Solicitation.
Neither
the Company, nor any of its affiliates, nor any Person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D promulgated under the Securities Act
of
1933, as amended (the “Securities
Act”))
in
connection with the offer or sale of the Shares.
4.10 No
Integrated Offering.
None of
the Company, its Subsidiaries, any of their affiliates, or any Person acting
on
their behalf has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any security, under circumstances
that
would require registration of any of the Shares under the 1933 Act or cause
this
offering of the Shares to be integrated with prior offerings by the Company
for
purposes of the 1933 Act or any applicable stockholder approval provisions,
including, without limitation, under the rules and regulations of the Principal
Market.
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4.11 ▇▇▇▇▇▇▇▇-▇▇▇▇▇
Act.
To the
knowledge of the executive officers of the Company, the Company is in material
compliance with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are
effective and applicable to the Company as of the date hereof, and the rules
and
regulations promulgated by the SEC thereunder that are effective and applicable
to the Company as of the date hereof.
4.12 Patents
and Trademarks.
To the
knowledge of the executive officers of the Company, the Company and the
Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights,
licenses and other similar rights that are necessary or material for use
in
connection with their respective businesses as described in the SEC Documents
and which the failure to so have could, individually or in the aggregate,
have
or reasonably be expected to result in a Material Adverse Effect (collectively,
the “Intellectual Property Rights”). Except as set forth in the SEC
Documents, neither the Company nor any Subsidiary has received a written
notice
that the Intellectual Property Rights used by the Company or any Subsidiary
violates or infringes upon the rights of any Person. Except as set forth
in the SEC Documents, to the knowledge of the executive officers of the Company,
all such Intellectual Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property
Rights.
4.13 Listing
and Maintenance Requirements.
Except
as specified in the SEC Documents and the Schedule of Exceptions, the Company
has not, in the two years preceding the date hereof, received notice from
the
Principal Market to the effect that the Company is not in compliance with
the
listing or maintenance requirements thereof. Except as disclosed in the
SEC Documents and the Schedule of Exceptions, the Company is in compliance
with
the listing and maintenance requirements for continued listing of the Common
Stock. The issuance and sale of the Shares under this Agreement does not
contravene the rules and regulations of the Principal Market and no approval
of
the shareholders of the Company thereunder is required for the Company to
issue
and deliver to the Purchasers the Shares.
4.14 Disclosure.
The
Company understands and confirms that the Purchasers will rely on the foregoing
representations and covenants in effecting transactions in securities of
the
Company. To the knowledge of the executive officers of the Company, all
due diligence materials regarding the Company, its business and the transactions
contemplated hereby, furnished by or on behalf of the Company to the Purchasers
upon their request are, when taken together with the SEC Documents, true
and
correct in all material respects and do not contain any untrue statement
of a
material fact or omit to state any material fact necessary in order to make
the
statements made therein, in light of the circumstances under which they were
made, not misleading.
5
SECTION
5. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PURCHASERS.
5.1 Each
Purchaser, severally and not jointly, represents and warrants to and covenants
with the Company that:
(a) Purchaser,
taking into account the personnel and resources it can practically bring
to bear
on the purchase of the Shares contemplated hereby, is knowledgeable,
sophisticated and experienced in making, and is qualified to make, decisions
with respect to investments in shares presenting an investment decision like
that involved in the purchase of the Shares, including investments in securities
issued by the Company, and has requested, received, reviewed and considered
all
information Purchaser deems relevant (including the SEC Documents) in making
an
informed decision to purchase the Shares.
(b) Purchaser
is acquiring the Shares pursuant to this Agreement in the ordinary course
of its
business and for its own account for investment only and with no present
intention of distributing any of such Shares or any arrangement or understanding
with any other persons regarding the distribution of such Shares, except
in
compliance with Section 5.1(c).
(c) Purchaser
will not, directly or indirectly, offer, sell, pledge, transfer or otherwise
dispose of (or solicit any offers to buy, purchase or otherwise acquire or
take
a pledge of) any of the securities purchased hereunder except in compliance
with
the Securities Act, applicable blue sky laws, and the rules and regulations
promulgated thereunder.
(d) Purchaser
has, in connection with its decision to purchase the Shares, relied with
respect
to the Company and its affairs solely upon the SEC Documents and the
representations and warranties of the Company contained herein.
(e) Purchaser
is an “accredited investor” within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act or a Qualified Institutional Buyer within
the meaning of Rule 144A promulgated under the Securities Act.
(f) Purchaser
has full right, power, authority and capacity to enter into this Agreement
and
to consummate the transactions contemplated hereby and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement.
Upon the execution and delivery of this Agreement by Purchaser, this Agreement
shall constitute a valid and binding obligation of Purchaser, enforceable
in
accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
the enforcement of creditors’ rights generally, (ii) as limited by equitable
principles generally, including any specific performance, and (iii) as to
those
provisions of Section 8.3 relating to indemnity or contribution.
(g) Purchaser
is not a broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934 (a “registered broker-dealer”) and is not
affiliated with a registered broker dealer. Purchaser is not party to any
agreement for distribution of the Shares.
6
(h) The
Purchaser shall have completed or caused to be completed and delivered to
the
Company at no later than 10 business days prior to the Closing Date, the
Investor Questionnaire and the Selling Stockholder Questionnaire for use
in
preparation of the Registration Statement, and the answers to the Questionnaires
are true and correct in all material respects as of the date of this Agreement
and will be true and correct as of the Closing Date and the effective date
of
the Registration Statement; provided that the Purchasers shall be entitled
to
update such information by providing notice thereof to the Company before
the
effective date of such Registration Statement.
5.2 Purchaser
represents, warrants and covenants to the Company that Purchaser has not,
either
directly or indirectly through an affiliate, agent or representative of the
Company, engaged in any transaction in the Securities of the Company subsequent
to October 15, 2006. Purchaser represents and warrants to and covenants with
the
Company that Purchaser has not engaged and will not engage in any short sales
of
the Company’s Common Stock prior to the effectiveness of the Registration
Statement (either directly or indirectly through an affiliate, agent or
representative).
5.3 Purchaser
understands that nothing in this Agreement or any other materials presented
to
Purchaser in connection with the purchase and sale of the Shares constitutes
legal, tax or investment advice. Purchaser has consulted such legal, tax
and
investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of the Shares.
5.4 Legends.
It is
understood that the Shares may bear one or more legends in substantially
the
following form and substance:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED,
SOLD,
TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT UPON SATISFACTION
OF
CERTAIN CONDITIONS, WHICH ARE SET FORTH IN THAT CERTAIN COMMON STOCK PURCHASE
AGREEMENT DATED MARCH 30, 2007, WHICH ALSO CONTAINS VARIOUS OTHER PROVISIONS
AFFECTING THESE SECURITIES, BINDING UPON TRANSFEREES HEREOF. INFORMATION
CONCERNING THESE RESTRICTIONS AND PROVISIONS MAY BE OBTAINED FROM THE
CORPORATION OR ITS LEGAL COUNSEL.”
In
addition stock certificates representing the Shares may contain:
(a) Any
legend required by the laws of the State of California, including any legend
required by the California Department of Corporations.
(b) Any
legend required by the blue sky laws of any other state to the extent such
laws
are applicable to the sale of the Shares hereunder.
7
5.5 Restricted
Securities.
Purchaser understands that the Shares are characterized as “restricted
securities” under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction not involving a public offering
and
that under such laws and applicable regulations such Shares may be resold
without registration under the Securities Act only in certain limited
circumstances. In this connection, such Purchaser represents that it is familiar
with Commission Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.
SECTION
6. CONDITIONS
TO COMPANY’S OBLIGATIONS AT THE CLOSING.
The
Company’s obligation to complete the sale and issuance of the Shares and deliver
shares of Common Stock to each Purchaser, individually, as set forth in the
Schedule of Purchasers shall be subject to the following conditions to the
extent not waived by the Company:
6.1 Receipt
of Payment.
The
Company shall have received payment, by wire transfer of immediately available
funds, in the full amount of the purchase price for the number of Shares
being
purchased by such Purchaser at the Closing as set forth in the Schedule of
Purchasers.
6.2 Representations
and Warranties. The
representations and warranties made by such Purchaser in Section 5 hereof
shall
be true and correct in all material respects when made and shall be true
and
correct in all material respects on the Closing Date.
SECTION
7. CONDITIONS
TO PURCHASERS’ OBLIGATIONS AT THE CLOSING.
Each
Purchaser’s obligation to accept delivery of the Shares and to pay for the
Shares shall be subject to the following conditions to the extent not waived
by
such Purchaser:
7.1 Representations
and Warranties Correct.
The
representations and warranties made by the Company in Section 4 hereof shall
be
true and correct in all material respects when made and any failure of such
representations and warranties to be true and correct in all material respects
after the date hereof shall not have resulted in a Company Material Adverse
Effect as of the Closing Date.
7.2 Compliance
Certificate.
Each
Purchaser shall have received a certificate signed by an officer of the Company
certifying to the fulfillment of the conditions set forth in Section
7.
SECTION
8. REGISTRATION
OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.
8.1 Registration
Procedures and Expenses.
The
Company is obligated to do the following:
(a) The
Company shall use its commercially reasonable efforts to prepare and file
with
the Commission, not later than the second business day after the date on
which
the Company files its annual report on Form 10-K for its fiscal year ending
December 31, 2006 with the SEC, a registration statement on Form S-3 (or
such
other registration form that the Company may then be eligible to use) in
order
to register with the Commission the resale by the Purchasers, from time to
time,
of the Shares through Nasdaq or the facilities of any national securities
exchange on which the Company’s Common Stock is then traded, or in
privately-negotiated transactions (a “Registration
Statement”).
The
Company shall use its commercially reasonable efforts to cause such Registration
Statement to be declared effective as soon thereafter as reasonably
practicable.
8
(b) If
such a
Registration Statement has been filed, the Company shall use its commercially
reasonable efforts to prepare and file with the Commission (i) such amendments
and supplements to the Registration Statement and the prospectus used in
connection therewith, (ii) such SEC reports and (iii) such other filings
required by the Commission, in each case as may be necessary to keep the
Registration Statement effective and not misleading until the earliest of
(A)
the second anniversary date of the Closing Date, or (B) such time as all
of the
Shares held by the Purchasers can be sold within a given three-month period
pursuant to Rule 144 under the Securities Act. Notwithstanding the foregoing,
following the effectiveness of the Registration Statement, the Company may,
at
any time, suspend the effectiveness of the Registration Statement for up
to 60
days, as appropriate (a “Suspension
Period”),
by
giving notice to the Purchasers, if the Company shall have determined that
the
Company may be required to disclose any material corporate development.
Notwithstanding
the foregoing, the
Company may not suspend the effectiveness of the Registration
Statement
more
than twice during any twelve-month period. Each
Purchaser agrees that, upon receipt of any notice from the Company of a
Suspension Period, such Purchaser will not sell any Shares pursuant to the
Registration Statement until (i) such Purchaser is advised in writing by
the
Company that the use of the applicable prospectus may be resumed, (ii) such
Purchaser has received copies of any additional or supplemental or amended
prospectus, if applicable, and (iii) such Purchaser has received copies of
any
additional or supplemental filings which are incorporated or deemed to be
incorporated by reference in such prospectus.
(c) In
order
to facilitate the public sale or other disposition of all or any of the Shares
by each Purchaser, the Company shall furnish to each Purchaser with respect
to
the Shares registered under the Registration Statement such number of copies
of
prospectuses, prospectus supplements and preliminary prospectuses as such
Purchaser reasonably requests in conformity with the requirements of the
Securities Act.
(d) The
Company shall file any documents required of the Company for normal blue
sky
clearance in states specified in writing by each Purchaser; provided, however,
that the Company shall not be required to qualify to do business or consent
to
service of process in any jurisdiction in which it is not now so qualified
or
has not so consented.
(e) Other
than fees and expenses, if any, of counsel or other advisers to the Purchasers,
which fees and expenses shall be borne by the Purchasers, the Company shall
bear
all expenses (exclusive of any brokerage fees, underwriting discounts and
commissions) in connection with the procedures in paragraphs (a) through
(d) of
this Section 8.1.
(f) With
a
view to making available to the Purchasers the benefits of Rule 144 promulgated
under the Securities Act (“Rule
144”)
and
any other rule or regulation of the Commission that may at any time permit
a
Purchaser to sell Shares to the public without registration or pursuant to
registration, the Company covenants and agrees to use its commercially
reasonable efforts to: (i) make and keep public information available, as
those
terms are understood and defined in Rule 144, until the earlier of (A) the
second anniversary of the Closing Date or (B) such date as all of the Shares
shall have been resold; (ii) file with the Commission in a timely manner
all
reports and other documents required of the Company under the Exchange Act;
and
(iii) furnish to any Purchaser upon request, as long as the Purchaser owns
any
Shares, (A) a written statement by the Company that it has complied with
the reporting requirements of the Exchange Act, (B) a copy of the most recent
annual or quarterly report of the Company, and (C) such other information
as may
be reasonably requested in order to avail any Purchaser of any rule or
regulation of the Commission that permits the selling of any such Shares
without
registration under the Securities Act.
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8.2 Transfer
of Shares After Registration.
Each
Purchaser agrees that such Purchaser will not effect any disposition of the
Shares that would constitute a sale within the meaning of the Securities
Act,
except:
(a) pursuant
to the Registration Statement, in which case such Purchaser shall submit
the
certificates evidencing the Shares to the Company’s transfer agent, accompanied
by a separate certificate executed by such Purchaser or by an officer of,
or
other authorized person designated by, such Purchaser, to the effect that
(A)
the Shares have been sold in accordance with the Registration Statement and
(B)
the requirement of delivering a current prospectus has been satisfied;
or
(b) in
a
transaction exempt from registration under the Securities Act, in which case
such Purchaser shall, prior to effecting such disposition, submit to the
Company
an opinion of counsel in form and substance reasonably satisfactory to the
Company to the effect that the proposed transaction is in compliance with
the
Securities Act.
8.3 Indemnification.
As used
in this Section 8.3 the following terms shall have the following respective
meanings:
(a) “Selling
Stockholder”
shall
mean a Purchaser of Shares under this Agreement and any transferee of such
a
Purchaser who is entitled to resell Shares pursuant to the Registration
Statement;
(b) “Registration
Statement”
shall
include any final prospectus, exhibit, supplement or amendment included in
or
relating to the Registration Statement referred to in Section 8.1;
and
(c) “Untrue
Statement”
shall
include any untrue statement or alleged untrue statement, or any omission
or
alleged omission to state in the Registration Statement a material fact required
to be stated therein or necessary to make the statements therein, in the
light
of the circumstances under which they were made, not misleading.
The
Company agrees to indemnify and hold harmless each Selling Stockholder from
and
against any losses, claims, damages or liabilities to which such Selling
Stockholder may become subject (under the Securities Act or otherwise) insofar
as such losses, claims, damages or liabilities (or actions or proceedings
in
respect thereof) arise out of, or are based upon, any Untrue Statement on
or
after the effective date of the Registration Statement, or on or after the
date
of any prospectus or prospectus supplement or the date of any sale by Purchaser
thereunder, or arise out of any failure by the Company to fulfill any
undertaking included in the Registration Statement and the Company will
reimburse such Selling Stockholder for any reasonable legal or other expenses
reasonably incurred in investigating, defending or preparing to defend any
such
action, proceeding or claim; provided, however, that the Company shall not
be
liable to such Selling Stockholder in any such case to the extent that such
loss, claim, damage or liability arises out of, or is based upon, an Untrue
Statement made in such Registration Statement in reliance upon and in conformity
with information furnished to the Company by or on behalf of such Selling
Stockholder specifically for use in preparation of the Registration Statement,
or the failure of such Selling Stockholder to comply with the covenants and
agreements contained in Section 8.1 or 8.2 hereof respecting sale of the
Shares
or any statement or omission in any Prospectus that is corrected in any
subsequent prospectus that was delivered to the Selling Stockholder prior
to the
pertinent sale or sales by the Selling Stockholder.
10
Each
Purchaser, severally and not jointly, agrees to indemnify and hold harmless
the
Company (and each person, if any, who controls the Company within the meaning
of
Section 15 of the Securities Act, each officer of the Company who signs the
Registration Statement and each director of the Company) from and against
any
losses, claims, damages or liabilities to which the Company (or any such
officer, director or controlling person) may become subject (under the
Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of,
or are
based upon, any failure to comply with the covenants and agreements contained
in
Section 8.1 or 8.2 hereof respecting sale of the Shares, or any Untrue Statement
contained in the Registration Statement on or after the effective date thereof,
or in any prospectus supplement as of its issue date or date of any sale
by
Purchaser thereunder, if such Untrue Statement was made in reliance upon
and in
conformity with information furnished by or on behalf of such Purchaser
specifically for use in preparation of the Registration Statement, and such
Purchaser will reimburse the Company (or such officer, director or controlling
person), as the case may be, for any legal or other expenses reasonably incurred
in investigating, defending or preparing to defend any such action, proceeding
or claim.
Promptly
after receipt by any indemnified person of a notice of a claim or the beginning
of any action in respect of which indemnity is to be sought against an
indemnifying person pursuant to this Section 8.3, such indemnified person
shall
notify the indemnifying person in writing of such claim or of the commencement
of such action, and, subject to the provisions hereinafter stated, in case
any
such action shall be brought against an indemnified person and such indemnifying
person shall have been notified thereof, such indemnifying person shall be
entitled to participate therein, and, to the extent it shall wish, to assume
the
defense thereof, with counsel reasonably satisfactory to such indemnified
person. After notice from the indemnifying person to such indemnified person
of
its election to assume the defense thereof, such indemnifying person shall
not
be liable to such indemnified person for any legal expenses subsequently
incurred by such indemnified person in connection with the defense thereof;
provided, however, that if there exists or shall exist a conflict of interest
that would make it inappropriate, in the opinion of counsel to the indemnified
person, for the same counsel to represent both the indemnified person and
such
indemnifying person or any affiliate or associate thereof, the indemnified
person shall be entitled to retain its own counsel at the expense of such
indemnifying person; provided, however, that no indemnifying person shall
be
responsible for the fees and expenses of more than one separate counsel for
all
indemnified parties.
11
8.4 Termination
of Conditions and Obligations.
The
conditions precedent imposed by Section 5 or this Section 8 upon the
transferability of the Shares shall cease and terminate as to any particular
number of the Shares when such Shares shall have been sold or otherwise disposed
of in accordance with the intended method of disposition set forth in the
Registration Statement covering such Shares or at such time as an opinion
of
counsel satisfactory to the Company shall have been rendered to the effect
that
such conditions are not necessary in order to comply with the Securities
Act.
8.5 Information
Available.
So long
as the Registration Statement is effective covering the resale of Shares
owned
by the Purchasers, the Company will furnish to the Purchasers, upon the
reasonable request of any Purchaser, an adequate number of copies of the
prospectuses and supplements to supply to any other party requiring such
prospectuses.
8.6 Plan
of Distribution.
Each
Purchaser agrees to distribute the Shares in compliance with the plan of
distribution set forth in the Registration Statement.
SECTION
9. BROKER’S
FEE.
The
Company and each Purchaser (severally and not jointly) hereby represent that
there are no brokers or finders entitled to compensation in connection with
the
sale of the Shares, and shall indemnify each other for any such fees for
which
they are responsible.
SECTION
10. NOTICES.
All
notices, requests, consents and other communications hereunder shall be in
writing, shall be sent by confirmed facsimile or mailed by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, and shall be deemed given when so sent in the case
of
facsimile transmission, or when so received in the case of mail or courier,
and
addressed as follows:
(a) if
to the
Company, to:
Corcept
Therapeutics Incorporated
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
Chief Executive Officer
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
with
a
copy so mailed to:
▇▇▇▇▇▇
& ▇▇▇▇▇▇▇ LLP
▇▇▇
▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
or
to
such other person at such other place as the Company shall designate to the
Purchasers in writing; and
12
(b) if
to the
Purchasers, at the address as set forth at the end of this Agreement, or
at such
other address or addresses as may have been furnished to the Company in
writing.
SECTION
11. MISCELLANEOUS.
11.1 Waivers
and Amendments.
Neither
this Agreement nor any provision hereof may be changed, waived, discharged,
terminated, modified or amended except upon the written consent of the Company
and holders of at least a majority of the Shares (including, for such purpose,
only those Shares not resold under the Registration Statement).
11.2 Headings.
The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement.
11.3 Severability.
In case
any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
11.4 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of California as applied to contracts entered into and performed entirely
in California by California residents, without regard to conflicts of law
principles.
11.5 Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
parties.
11.6 Successors
and Assigns.
Except
as otherwise expressly provided herein, the provisions hereof shall inure
to the
benefit of, and be binding upon, the successors, assigns, heirs, executors
and
administrators of the parties hereto.
11.7 Entire
Agreement.
This
Agreement and other documents delivered pursuant hereto, including the exhibit
and the Schedule of Exceptions, constitute the full and entire understanding
and
agreement between the parties with regard to the subjects hereof and
thereof.
11.8 Payment
of Fees and Expenses.
Each of
the Company and the Purchasers shall bear its own expenses and legal fees
incurred on its behalf with respect to this Agreement and the transactions
contemplated hereby.
If any
action at law or in equity is necessary to enforce or interpret the terms
of
this Agreement, the prevailing party shall be entitled to reasonable
attorney’s fees,
costs and necessary disbursements in addition to any other relief to which
such
party may be entitled.
[signature
pages follow]
13
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the day and year first above
written.
|
CORCEPT
THERAPEUTICS INCORPORATED
|
||
|
By:
|
/s/
▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Name:
|
▇▇▇▇
▇▇▇▇▇▇▇
|
|
|
Title:
|
Chief
Financial Officer
|
|
[Signature
pages follow]
PURCHASERS:
|
▇▇▇▇▇▇
▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., JTWROS
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇
▇. ▇▇▇▇
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
▇▇▇▇▇▇
▇. ▇▇▇▇, ▇▇.
|
Farview
Management, Co. L.P. A Texas Limited Partnership
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
▇▇▇▇▇▇
▇. ▇▇▇▇, ▇▇.
General
Partner
|
|
The
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
1998
Family Trust
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Trustee
|
The
▇▇▇▇▇▇▇▇▇▇ Family Trust
By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇
▇. & ▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
General Partner
|
▇▇▇▇▇▇
Family Partnership
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
Trustee
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
Paperboy
Ventures LLC
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Chief
Financial Officer
|
|
VP
Company Investments, 2004 LLC
By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇
Managing Member
|
▇▇▇▇▇▇▇▇▇
Family Trust
By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇
Trustee
|
|
▇▇▇▇▇
▇▇▇▇▇
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust dated
11/1/88
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trustee
|
|
▇▇▇▇▇
▇. and Zo ▇. ▇▇▇▇▇▇
Joint
Tenants with Right of Survivorship
By:
/s/ Zo. ▇. ▇▇▇▇▇▇
Zo
▇.
▇▇▇▇▇▇
By:
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
Black
Point Group LP
By:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
Manager
|
|
▇▇▇▇▇
▇▇▇▇▇ King
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇ King
▇▇▇▇▇▇
▇▇▇▇ Entrepreneurs Fund (AI), L.P.
By:
/s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
G.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Managing Director of the General Partner
▇▇▇▇▇▇
Hill Entrepreneurs Fund (QP), L.P.
By:
/s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
G.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Managing Director of the General Partner
|
Alta
BioPharma Partners II, L.P.
By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇
Managing Director
Alta
Embarcadero BioPharma Partners II, LLC
By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇
Managing Director
▇▇▇▇▇▇
▇▇▇▇ Ventures, A California Limited Partnership
By:
/s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇
G.
▇▇▇▇▇▇▇ ▇▇▇▇▇
Managing Director of the General Partner
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, Trustee of
The
▇▇▇▇▇▇▇▇ Living Trust U/A/D 1/22/98
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Trustee
Anvest,
L.P.
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
General Partner
|
G.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Co-Trustees
of
The
▇▇▇▇▇ Revocable Trust U/A/D 2/3/03
By:
/s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
G.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Trustee
▇▇▇▇▇▇▇▇
Holdings, L.P.
By:
/s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
G.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
General Partner
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, ▇▇., Trustee of
The
Younger Living Trust U/A/D 1/20/95
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Trustee
▇▇▇▇▇▇▇
▇. and ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ Trust Agreement Dated
2/24/99
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Trustee
|
The
▇▇▇▇ Revocable Trust U/A/D 4/23/98
By:
/s/ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇
▇▇▇▇
Trustee
Tallack
Partners, L.P.
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ *
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
*
signed by ▇▇▇▇▇ ▇. ▇▇▇▇▇ Under Power of Attorney
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇, Trustees of The White Family Trust U/A/D
4/3/97
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇
Trustee
▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ as Trustees of The ▇▇▇▇▇▇
Family
Trust U/D/T 11/3/1995
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇*
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
*
signed by ▇▇▇▇▇ ▇. ▇▇▇▇▇ Under Power of Attorney
|
▇▇▇▇▇▇▇
▇. and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Trust Agreement Dated
10/31/00
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Trustee
▇▇▇▇▇
▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ as Trustees of
The
▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ Living Trust Dated 7/6/04
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇
Trustee
|
|
▇▇▇▇▇▇
▇▇▇▇▇ Casella, Trustee of
▇▇▇▇▇▇
▇▇▇▇▇ Casella Revocable Trust Dated 5/8/06
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Casella*
▇▇▇▇▇▇
▇▇▇▇▇ Casella
*
signed by ▇▇▇▇▇ ▇. ▇▇▇▇▇ Under Power of Attorney
▇▇▇▇▇▇▇▇
▇▇▇
By:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇ and ▇▇▇▇ ▇▇▇ as Trustees of Yin Family Trust
Dated
March 1, 1997
By:
/s/ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇
Trustee
|
▇▇▇▇▇
▇. ▇▇▇▇
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇*
▇▇▇▇▇
▇. ▇▇▇▇
*signed
by ▇▇▇▇▇ ▇. ▇▇▇▇▇ Under Power of Attorney
▇▇▇▇▇▇▇
▇. Naar and ▇▇▇▇▇ ▇. ▇▇▇▇ as Trustees of
Naar
Family Trust U/A/D 12/22/94
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇
Trustee
|
16
EXHIBIT
A
SCHEDULE
OF PURCHASERS
|
Name
and Address
|
Number
of Shares
|
Aggregate
Purchase Price
|
|||||
|
▇▇▇▇▇▇
▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., JTWROS
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
300,000
|
$
|
300,000
|
||||
|
Farview
Management Co. L.P. a Texas Limited Partnership
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
300,000
|
$
|
300,000
|
||||
|
The
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1998 Family Trust
▇▇▇▇
▇, ▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
200,000
|
$
|
200,000
|
||||
|
The
▇▇▇▇▇▇▇▇▇▇ Family Trust
c/o
Cambridge Trust Company
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
attn:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
|
50,000
|
$
|
50,000
|
||||
|
▇▇▇▇▇
▇. & ▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
300,000
|
$
|
300,000
|
||||
|
▇▇▇▇▇▇
Family Partnership
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
60,000
|
$
|
60,000
|
||||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
100,000
|
$
|
100,000
|
||||
|
Paperboy
Ventures LLC
▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
4,250,000
|
$
|
4,250,000
|
||||
|
VP
Company Investments, 2004 LLC
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
25,000
|
$
|
25,000
|
||||
|
▇▇▇▇▇▇▇▇▇
Family Trust
▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
25,000
|
$
|
25,000
|
||||
|
Name
and Address
|
Number
of Shares
|
Aggregate
Purchase Price
|
|||||
|
▇▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
100,000
|
$
|
100,000
|
||||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
100,000
|
$
|
100,000
|
||||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
50,000
|
$
|
50,000
|
||||
|
▇▇▇▇▇▇▇
▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust dated 11/1/88
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
100,000
|
$
|
100,000
|
||||
|
▇▇▇▇▇
A, and Zo ▇. ▇▇▇▇▇▇ Joint Tenants with Right of Survivorship
▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
50,000
|
$
|
50,000
|
||||
|
Black
Point Group LP
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
100,000
|
$
|
100,000
|
||||
|
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
50,000
|
$
|
50,000
|
||||
|
Alta
BioPharma Partners II, L.P.
|
1,446,777
|
$
|
1,446,777
|
||||
|
Alta
Embarcadero BioPharma Partners II, LLC
|
53,223
|
$
|
53,223
|
||||
|
▇▇▇▇▇▇
▇▇▇▇ Ventures, A California Limited Partnership
|
791,347
|
$
|
791,347
|
||||
|
▇▇▇▇▇▇
Hill Entrepreneurs Fund (AI), L.P.
|
6,851
|
$
|
6,851
|
||||
|
▇▇▇▇▇▇
▇▇▇▇ Entrepreneurs Fund (QP), L.P.
|
17,345
|
$
|
17,345
|
||||
|
Name
and Address
|
Number
of Shares
|
Aggregate
Purchase Price
|
|||||
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, Trustee of
The
▇▇▇▇▇▇▇▇ Living Trust U/A/D 1/22/98
|
54,325
|
$
|
54,325
|
||||
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, General Partner
Anvest,
L.P.
|
54,325
|
$
|
54,325
|
||||
|
G.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Co-Trustees of
The
▇▇▇▇▇ Revocable Trust U/A/D 2/3/03
|
71,996
|
$
|
71,996
|
||||
|
G.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇., General Partner
▇▇▇▇▇▇▇▇
Holdings, L.P.
|
82,310
|
$
|
82,310
|
||||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, ▇▇., Trustee of
The
Younger Living Trust U/A/D 1/20/95
|
99,294
|
$
|
99,294
|
||||
|
▇▇▇▇▇
▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Co-Trustees of
The
▇▇▇▇ Revocable Trust U/A/D 4/23/98
|
116,444
|
$
|
116,444
|
||||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ as Trustees of
▇▇▇▇▇▇▇
▇. and ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ Trust Agreement Dated 2/24/99
|
11,659
|
$
|
11,659
|
||||
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, General Partner
Tallack
Partners, L.P.
|
13,998
|
$
|
13,998
|
||||
|
▇▇▇▇▇
▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ as Trustees of
The
White Family Trust U/A/D 4/3/97
|
5,133
|
$
|
5,133
|
||||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as Trustees of
▇▇▇▇▇▇▇
▇. and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Trust Agreement Dated 10/31/00
|
2,602
|
$
|
2,602
|
||||
|
▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ as Trustees of
▇▇▇▇▇▇
Family Trust U/D/T 11/3/1995
|
2,748
|
$
|
2,748
|
||||
|
▇▇▇▇▇
▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ as Trustees of
The
▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ Living Trust Dated 7/6/04
|
4,801
|
$
|
4,801
|
||||
|
Name
and Address
|
Number
of Shares
|
Aggregate
Purchase ▇▇▇▇▇
|
|||||
|
▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of
▇▇▇▇▇▇
▇▇▇▇▇ Casella Revocable Trust Dated 5/8/06
|
3,009
|
$
|
3,009
|
||||
|
▇▇▇▇▇
▇. ▇▇▇▇
|
826
|
$
|
826
|
||||
|
▇▇▇▇▇▇▇
▇. Naar and ▇▇▇▇▇ ▇. ▇▇▇▇ as Trustees of Naar Family Trust U/A/D
12/22/94
|
116
|
$
|
116
|
||||
|
▇▇▇▇▇▇▇▇
▇▇▇
|
593
|
$
|
593
|
||||
|
▇▇▇▇▇▇
▇▇▇ and ▇▇▇▇ ▇▇▇ as Trustees of Yin Family Trust Dated March 1,
1997
|
278
|
$
|
278
|
||||
|
Total
|
9,000,000
|
$
|
9,000,000
|
||||