Standard Contracts
by and amongMerger Agreement • November 21st, 2003 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • Delaware
OFOperating Agreement • March 5th, 2002 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
andRights Agreement • May 11th, 2001 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 2000 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • New York
RECITALSPledge Agreement • March 5th, 2002 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
AMENDMENT #5 TO THE SUBLEASE BY AND BETWEEN GENERAL ATOMICS AND APPLIED MOLECULAR EVOLUTION, INC.Sublease Agreement • November 4th, 2003 • Applied Molecular Evolution Inc • Services-commercial physical & biological research
EXHIBIT 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 (this "Amendment"), dated as of November 4, 2002, to the Rights Agreement, dated as of May 10, 2001 (the "Rights Agreement"), between Applied Molecular Evolution, Inc., a Delaware...Rights Agreement • November 5th, 2002 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • Delaware
LEASE BY AND BETWEEN GENERAL ATOMICS AND IXSYS, INCLease • May 12th, 2000 • Applied Molecular Evolution Inc • California
ASSIGNMENT AGREEMENTAssignment Agreement • March 5th, 2002 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
1 EXHIBIT 10.1.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT...Stock Option Agreement • July 5th, 2000 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
LEASE AGREEMENTLease Agreement • March 5th, 2002 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
EXECUTION COPY AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 (this "Amendment"), dated as of November 21, 2003, to the Rights Agreement, dated as of May 10, 2001, as amended by Amendment No. 1, dated as of November 4, 2002 (the "Rights...Rights Agreement • November 21st, 2003 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • Delaware
ARTICLE 2 REPRESENTATIONS AND WARRANTIESLicense Agreement • May 12th, 2000 • Applied Molecular Evolution Inc • California
1 EXHIBIT 4.4 STOCK PURCHASE AGREEMENT THIS AGREEMENT is dated as of November 30, 2000 between Attenuon, L.L.C., a Delaware limited liability company (the "Seller") and Applied Molecular Evolution, Inc., a Delaware corporation ("Company" or...Stock Purchase Agreement • March 19th, 2001 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
ARTICLE 1 DEFINITIONSCollaboration Agreement • July 26th, 2000 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
1 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT, effective as of June 20, 2000 between Applied Molecular Evolution, Inc., a Delaware corporation (the "Corporation"), and ________________ (the "Indemnitee"), W I T N E S S E T H: Whereas...Indemnification & Liability • June 26th, 2000 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • Delaware
EXHIBIT 10.39 This LOAN AND SECURITY AGREEMENT dated as of the Effective Date, between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and Applied Molecular Evolution, Inc. ("Borrower"), whose address is...Loan and Security Agreement • November 4th, 2003 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
Exhibit 4.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement"), is dated as of August 18, 2002, by and among HILAL CAPITAL, L.P. ("Hilal Capital"), HILAL CAPITAL QP, LP ("Hilal QP"), HILAL CAPITAL INTERNATIONAL LTD. ("HCI"),...Stock Purchase Agreement • August 21st, 2002 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
EXHIBIT 10.7 LICENSE AGREEMENTLicense Agreement • May 12th, 2000 • Applied Molecular Evolution Inc • California
Exhibit 10.11 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • May 12th, 2000 • Applied Molecular Evolution Inc • California
ARTICLE 1 DEFINITIONSNon-Exclusive License Agreement • July 26th, 2000 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
IXSYS, INC.Stock Option Agreement • May 12th, 2000 • Applied Molecular Evolution Inc • California
EXHIBIT 10.1.2 THE OPTION GRANTED PURSUANT TO THIS INCENTIVE STOCK OPTION AGREEMENT (THE "OPTION") AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Incentive Stock Option Agreement • May 12th, 2000 • Applied Molecular Evolution Inc • California
1 EXHIBIT 10.1.3 THE OPTION GRANTED PURSUANT TO THIS NONSTATUTORY STOCK OPTION AGREEMENT (THE "OPTION") AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Nonstatutory Stock Option Agreement • May 12th, 2000 • Applied Molecular Evolution Inc • California
EXHIBIT 10.38 MASTER LEASE AGREEMENT dated as of SEPTEMBER 24, 2003 ("AGREEMENT") THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors and assigns, if any, "LESSOR") and APPLIED MOLECULAR EVOLUTION, INC....Master Lease Agreement • November 4th, 2003 • Applied Molecular Evolution Inc • Services-commercial physical & biological research
RECITALSStandard Industrial Net Lease • November 4th, 2003 • Applied Molecular Evolution Inc • Services-commercial physical & biological research
W I T N E S S E T H:Voting and Support Agreement • November 21st, 2003 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • Delaware
2- 3 thereto, as amended (the "Series A Agreement"), (v) the rights of first offer provided for in Section 8.4 of the Stock Purchase Agreement dated as of August 6, 1991 between the Company and the investors listed on Schedule A thereto, as amended...Stock Purchase Agreement • May 12th, 2000 • Applied Molecular Evolution Inc • California
UNIT 19, LOT 4 COMMERCIAL LAND PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSCommercial Land Purchase and Sale Agreement • March 5th, 2002 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • California
1 EXHIBIT 10.17 AMENDMENTSelection Agreement • March 19th, 2001 • Applied Molecular Evolution Inc • Services-commercial physical & biological research
EXHIBIT 10.5 RESEARCH AND ASSIGNMENT AND LICENSE AGREEMENT This Research and Assignment and License Agreement (this "Agreement") is effective as of February 24, 1999 ("the EFFECTIVE DATE") by and between Ixsys, Inc., a Delaware corporation, having an...Research and Assignment and License Agreement • May 12th, 2000 • Applied Molecular Evolution Inc • California
Exhibit 10.28 June 7, 2002 William L. Respess, Ph.D., J.D. [HOME ADDRESS] Dear Larry, I am pleased to present to you this letter agreement which confirms the terms of your employment with Applied Molecular Evolution, Inc. ("AME"). 1. POSITION AND...Employment Agreement • November 5th, 2002 • Applied Molecular Evolution Inc • Services-commercial physical & biological research
EXHIBIT 4.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 24th day of February, 1999 by and between IXSYS, INC, a Delaware corporation (the "Company"), and MedImmune, Inc. ("Purchaser"). W I T N E S S E T...Stock Purchase Agreement • May 12th, 2000 • Applied Molecular Evolution Inc • California
EXHIBIT 10.26 PORTFOLIO RESERVE(R) PLUS LOAN, LETTER OF CREDIT AND COLLATERAL ACCOUNT AGREEMENT -- DEMAND FACILITY This Agreement (as described below) establishes the terms and conditions that will govern the Borrower's uncommitted demand Loan and...Loan Agreement • March 5th, 2002 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • New York
EXHIBIT 10.34 [LOGO] Merrill Lynch TERM LOAN AGREEMENT TERM LOAN AGREEMENT dated as of December 23, 2002, between APPLIED MOLECULAR EVOLUTION, INC., a corporation organized and existing under the laws of the State of Delaware having its principal...Term Loan Agreement • March 4th, 2003 • Applied Molecular Evolution Inc • Services-commercial physical & biological research • Illinois
