PROMISSORY NOTE ---------------Promissory Note • October 20th, 1999 • Maxygen Inc • California
___________, ("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 ___________________________ Dollars ($_______), together with interest on the unpaid principal at the compounded annual rate of 6.42%. 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) March 14, 2001, 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.
AMENDMENT NO. 1Exchange Agreement • August 15th, 2000 • Maxygen Inc • Services-commercial physical & biological research
d) Delay in Delivery. If Landlord does not obtain and tender ----------------- possession of Expansion Space B on or before the Projected Commencement Date, by reason of the following: (i) the holding over or retention of possession of any tenant,...Lease • March 21st, 2001 • Maxygen Inc • Services-commercial physical & biological research
MAXYGEN, INC.Change of Control Agreement • August 14th, 2001 • Maxygen Inc • Services-commercial physical & biological research • Delaware
BETWEENCollaboration Agreement • November 22nd, 1999 • Maxygen Inc • Services-commercial physical & biological research • California
LEASE BETWEENLease Agreement • August 14th, 2000 • Maxygen Inc • Services-commercial physical & biological research • California
RECITALS --------Registration Rights Agreement • October 20th, 1999 • Maxygen Inc • Delaware
BETWEENCollaborative Research and License Agreement • December 16th, 1999 • Maxygen Inc • Services-commercial physical & biological research • California
Lease AgreementLease Agreement • November 14th, 2000 • Maxygen Inc • Services-commercial physical & biological research
EXHIBIT 1.1 Maxygen, Inc. Common Stock par value $0.0001 per share Underwriting Agreement ----------------------Underwriting Agreement • March 3rd, 2000 • Maxygen Inc • Services-commercial physical & biological research • New York
BACKGROUNDIndemnification Agreement • October 20th, 1999 • Maxygen Inc • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2001 • Maxygen Inc • Services-commercial physical & biological research • Delaware
LEASE BETWEENLease • October 20th, 1999 • Maxygen Inc • California
The term "Development Program" shall mean research and development activities within the areas outlined in Exhibit A attached hereto, as --------- supplemented or amended from time to time according to mutual written agreement between the Parties. Cf....License and Collaboration Agreement • December 15th, 1999 • Maxygen Inc • Services-commercial physical & biological research • New York
EXHIBIT 10.15 THIS COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENT (the "Agreement") is made as of the 19th day of January, 2000 (the "Effective Date") BETWEEN TECHNOLOGICAL RESOURCES PTY LIMITED (ACN 002 183 557) through its business unit, Research...Collaborative Research and Development Agreement • March 10th, 2000 • Maxygen Inc • Services-commercial physical & biological research • California
LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND MAXYGEN, INC. (TENANT) SEAPORT CENTRE Redwood City, CaliforniaLease Agreement • March 14th, 2005 • Maxygen Inc • Services-commercial physical & biological research • California
RECITALS --------Lease • October 20th, 1999 • Maxygen Inc
AGREEMENTResearch and Development • December 15th, 1999 • Maxygen Inc • Services-commercial physical & biological research
Exhibit 4.5 THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND CONSENT THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND CONSENT is made and entered into as of the 15th day of June, 1999, by and among Maxygen, Inc., a Delaware corporation...Registration Rights Agreement • October 20th, 1999 • Maxygen Inc
Exhibit 10.3 Affymax/Maxygen Technology Transfer Agreement By and among Affymax Technologies N.V. and Glaxo Group Limited (collectively "the Glaxo Wellcome Companies"), and Maxygen, Inc. 1.0 INTRODUCTION 1.1 The parties to this Agreement are: Affymax...Technology Transfer Agreement • December 15th, 1999 • Maxygen Inc • Services-commercial physical & biological research • California
MAXYGEN, INC. FORM OF CHANGE OF CONTROL AGREEMENTChange 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, 2009Asset 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.”
MAXYGEN, INC. CONSULTING AGREEMENTConsulting 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”).
RECITALS --------Series E Preferred Stock Purchase Agreement • October 20th, 1999 • Maxygen Inc • Delaware
PERSEID THERAPEUTICS LLC INVESTORS’ RIGHTS AGREEMENT September 18, 2009Investors’ Rights Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This Investors’ Rights Agreement (this “Agreement”) is dated as of September 18, 2009, and is between Perseid Therapeutics LLC, a Delaware limited liability company (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”). Astellas Pharma Inc. (“Astellas”), for purposes of Sections 5.1(h) and 5.1(i) only, and Astellas US Holding, Inc. (“Astellas US”), for the purposes of Section 5.1(g) only, shall also be parties herein. All capitalized terms used and not defined herein shall have such meanings as set forth in the Master Joint Venture Agreement by and between Maxygen, Inc. (“Maxygen”), Astellas, and Astellas Bio Inc. (“Bio”) dated as of June 30, 2009 (the “Joint Venture Agreement”).
BETWEENCollaboration 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, 2008Cross 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.
LICENSE AGREEMENTLicense 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 AGREEMENTTechnology 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 AGREEMENTLicense Agreement • October 24th, 2008 • Maxygen Inc • 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, 2008License 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 LEASELease • 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 LLCLimited 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, 2008Technology 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.
VERDIA, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 27th, 2003 • Maxygen Inc • Services-commercial physical & biological research • California
This CHANGE OF CONTROL AGREEMENT (the “Agreement”), dated February 24, 2003, is made by and between VERDIA, INC., a Delaware corporation (the “Company”), and JOHN BEDBROOK (the “Executive”).
