Maxygen Inc Sample Contracts

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AMENDMENT NO. 1
Exchange Agreement • August 15th, 2000 • Maxygen Inc • Services-commercial physical & biological research
MAXYGEN, INC.
Change of Control Agreement • August 14th, 2001 • Maxygen Inc • Services-commercial physical & biological research • Delaware
AGREEMENT
Agreement • December 15th, 1999 • Maxygen Inc • Services-commercial physical & biological research
BETWEEN
Collaboration Agreement • November 22nd, 1999 • Maxygen Inc • Services-commercial physical & biological research • California
PROMISSORY NOTE ---------------
Promissory Note • October 20th, 1999 • Maxygen Inc

_______________, ("Obligor"), for value received, hereby promises to pay to the order of Maxygen, Inc. or holder ("Payee"), in lawful money of the United States at the address of Payee set forth below, the principal sum of _________________________ ($_________.__), together with interest on the unpaid principal at the compounded annual rate of _____%. Interest shall be due and payable on December 31 and June 30 of each year. Unpaid principal together with all accrued interest shall be due and payable on the earlier of (a) ____________, ______ or (b) 30 days after the date of termination of Obligor's employment by Payee. This Note may be prepaid, in whole or in part, at any time without premium or penalty.

RECITALS --------
Registration Rights Agreement • October 20th, 1999 • Maxygen Inc • Delaware
BETWEEN
Collaborative Research and License Agreement • December 16th, 1999 • Maxygen Inc • Services-commercial physical & biological research • California
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 21st, 2001 • Maxygen Inc • Services-commercial physical & biological research • Delaware
BACKGROUND
Indemnification Agreement • October 20th, 1999 • Maxygen Inc • Delaware
Lease Agreement
Maxygen Inc • November 14th, 2000 • Services-commercial physical & biological research
LEASE BETWEEN
Lease • October 20th, 1999 • Maxygen Inc • California
EXHIBIT 1.1 Maxygen, Inc. Common Stock par value $0.0001 per share Underwriting Agreement ----------------------
Underwriting Agreement • November 22nd, 1999 • Maxygen Inc • Services-commercial physical & biological research • New York
RECITALS --------
Lease • October 20th, 1999 • Maxygen Inc
EXHIBIT 1.1 Maxygen, Inc. Common Stock par value $0.0001 per share Underwriting Agreement ----------------------
Maxygen Inc • March 3rd, 2000 • Services-commercial physical & biological research • New York
LEASE BETWEEN
Lease • August 14th, 2000 • Maxygen Inc • Services-commercial physical & biological research • California
LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND MAXYGEN, INC. (TENANT) SEAPORT CENTRE Redwood City, California
Lease • March 14th, 2005 • Maxygen Inc • Services-commercial physical & biological research • California
MAXYGEN, INC. FORM OF CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • September 28th, 2009 • Maxygen Inc • Services-commercial physical & biological research • California

This CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made by and between MAXYGEN, INC., a Delaware corporation (the “Company”), and (the “Executive”), effective as of [ ] (the “Effective Date”).

ASSET CONTRIBUTION AGREEMENT by and between Maxygen, Inc., a Delaware Corporation and Perseid Therapeutics LLC, a Limited Liability Company Dated as of September 18, 2009
Asset Contribution Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware

This Asset Contribution Agreement (this “Agreement”) is made and entered into as of this 18th day of September, 2009, by and between Maxygen, Inc., a Delaware corporation, having its principal offices at 515 Galveston Drive, Redwood City, CA 94063 (together with its Affiliates, “Contributor”), and Perseid Therapeutics LLC, a Delaware limited liability company, having its principal offices at 515 Galveston Drive, Redwood City, CA 94063 (“Company”). Contributor and Company are collectively referred to herein as the “Parties.”

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RECITALS --------
Series E Preferred Stock Purchase Agreement • October 20th, 1999 • Maxygen Inc • Delaware
MAXYGEN, INC. CONSULTING AGREEMENT
Consulting Agreement • November 5th, 2009 • Maxygen Inc • Services-commercial physical & biological research • California

This Consulting Agreement (“Agreement”), effective as of [ ] (the “Effective Date”), is made by and between Maxygen, Inc., a corporation formed under the laws of the State of Delaware, with offices at 515 Galveston Drive, Redwood City, CA 94063 (the “Company”) and [ ], an individual (the “Consultant”).

BETWEEN
Collaboration Agreement • December 15th, 1999 • Maxygen Inc • Services-commercial physical & biological research • California
Intellectual Property Cross License Agreement By and Among Maxygen, Inc. Maxygen Holdings Ltd. Maxygen ApS AND Bayer HealthCare LLC Dated July 1, 2008
Intellectual Property Cross License Agreement • January 9th, 2009 • Maxygen Inc • Services-commercial physical & biological research • New York

This Intellectual Property Cross License Agreement (this “Agreement”) is made and entered into on this 1st day of July 2008, by and between Maxygen, Inc. (“Maxygen”), a Delaware corporation, Maxygen Holdings Ltd. (“Holdings”), a wholly owned subsidiary of Maxygen and a company organized under the laws of the Cayman Islands, Maxygen ApS, a wholly owned subsidiary of Holdings and a company organized under the laws of the Kingdom of Denmark (“ApS”), and Bayer HealthCare LLC (“Bayer”), a Delaware limited liability company.

ASSIGNMENT AND ASSUMPTION OF LEASE AND THIRD AMENDMENT TO LEASE
Assignment and Assumption of Lease • February 10th, 2010 • Maxygen Inc • Services-commercial physical & biological research

This Assignment and Assumption of Lease and Third Amendment to Lease (“Agreement”) is entered into, and dated for reference purposes, as of January 29, 2010 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“MetLife”), MAXYGEN, INC., a Delaware corporation (“Maxygen”), and PERSEID THERAPEUTICS LLC, a Delaware limited liability company (“Perseid”), with reference to the following facts (“Recitals”):

LICENSE AGREEMENT
License Agreement • October 24th, 2008 • Maxygen Inc • Services-commercial physical & biological research • California

This LICENSE AGREEMENT (the “Agreement”), effective as of March 28, 2002 (the “Effective Date”), is made by and between Maxygen, Inc., a Delaware corporation (“MUS”), and Codexis, Inc., a Delaware corporation (“Codexis”).

TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • New York

This Technology License Agreement (this “Agreement”) is entered into as of the 18th day of September, 2009 (“Effective Date”) by and between Maxygen, Inc., a Delaware corporation with its principal place of business at 515 Galveston Drive, Redwood City, California 94063 (“Maxygen”), and Perseid Therapeutics LLC, a Delaware limited liability company with its principal place of business at 515 Galveston Drive, Redwood City, California 94063 (“CPC”). Maxygen and CPC are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”

AMENDMENT NO. 1 TO LICENSE AGREEMENT
Maxygen Inc • October 24th, 2008 • Services-commercial physical & biological research

This Amendment No. 1 (“Amendment No. 1”) amends that certain License Agreement effective March 28, 2002 (the “Agreement”) entered by and between Maxygen, Inc. (“MUS”) and Codexis, Inc. (“Codexis”), and shall be effective as of September 13, 2002 (the “Amendment Date”). MUS and Codexis hereby amend the License Agreement as follows:

LICENSE AGREEMENT By and Between Maxygen, Inc. and Bayer HealthCare LLC Dated July 1, 2008
License Agreement • January 9th, 2009 • Maxygen Inc • Services-commercial physical & biological research • New York

This License Agreement (this “Agreement”) is made and entered into on this 1st day of July 2008, by and between Maxygen, Inc. (“Maxygen”), a Delaware corporation having its principal place of business at Redwood City, California, and Bayer HealthCare LLC (“Bayer”), a Delaware limited liability company having its principal place of business at 555 White Plains Road, Tarrytown, New York 10591.

FIFTH AMENDMENT TO LEASE
Lease • August 25th, 2006 • Maxygen Inc • Services-commercial physical & biological research

This Fifth Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of August 24, 2006 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Metropolitan”), as Landlord (“Landlord”), and MAXYGEN, INC., a Delaware corporation (“Maxygen”), as Tenant (“Tenant”), with reference to the following facts (“Recitals”):

LIMITED LIABILITY COMPANY AGREEMENT OF PERSEID THERAPEUTICS LLC
Limited Liability Company Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Perseid Therapeutics LLC, a Delaware limited liability company (the “Company”), is dated as of September 18, 2009, by and between Maxygen, Inc., a Delaware corporation (“Maxygen”) and Astellas Bio Inc., a Delaware corporation (“Bio”).

Technology Transfer Agreement By and Among Maxygen, Inc. Maxygen Holdings Ltd. Maxygen ApS and Bayer HealthCare LLC Dated July 1, 2008
Technology Transfer Agreement • January 9th, 2009 • Maxygen Inc • Services-commercial physical & biological research • New York

This Technology Transfer Agreement (this “Agreement”) is made and entered into on this 1st day of July 2008 (the “Execution Date”), by and between Maxygen, Inc. (“Maxygen”), a Delaware corporation, Maxygen Holdings Ltd. (“Holdings”), a wholly owned subsidiary of Maxygen and a company organized under the laws of the Cayman Islands, Maxygen ApS, a wholly owned subsidiary of Holdings and a company organized under the laws of the Kingdom of Denmark (“ApS”), and Bayer HealthCare LLC (“Bayer”), a Delaware limited liability company.

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