IOMAI CORPORATION [___] Shares Common Stock ($0.01 par value per Share) Underwriting AgreementUnderwriting Agreement • January 9th, 2006 • Iomai Corp • Pharmaceutical preparations • New York
Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement.
IOMAI CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations • District of Columbia
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 30, 1999, by and between IOMAI CORPORATION, a Delaware corporation (the “Company”), MARYLAND HEALTH CARE PRODUCT DEVELOPMENT CORPORATION, a Maryland non-profit corporation (“MHPDC”) (the “Agreement”).
Warrant No. MA-[ ] Dated: March 2, 2007Iomai Corp • March 2nd, 2007 • Pharmaceutical preparations
IOMAI CORPORATION, a Delaware corporation (the “Company”), hereby certifies that, for value received, or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $5.25 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time on or after the date hereof (the “Initial Exercise Date”) and through and including the date that is five years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are
Pfēnex Expression Technology™ COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • January 23rd, 2006 • Iomai Corp • Pharmaceutical preparations • Delaware
This Agreement is effective as of the latest date of signing below and is by and between Dow Global Technologies Incorporated (“Dow”), a Michigan corporation having its principal offices at 2030 Dow Center, Midland, MI, 48674 USA and Iomai Corporation, a Delaware corporation (“Licensee”) having a principal place of business at 20 Firstfield Road Suite 250, Gaithersburg, MD 20878 USA
Re: Lease Agreement between ARE-20/22/1300 Firstfield Quince Orchard, LLC (“Landlord”) and IOMAI Corporation (“Tenant”) regarding that certain Premises located at 20 Firstfield Road, Gaithersburg, Maryland 20878 (the “Property”)Iomai Corp • March 24th, 2006 • Pharmaceutical preparations
Pursuant to the terms of that certain Fourth Amendment to Lease, dated as of October 26, 2005 (the “Fourth Amendment”), Landlord and Tenant amended the above-referenced Lease Agreement (said Lease Agreement, as previously amended by that certain First Amendment to Lease, dated November 29, 2001, that certain Second Amendment to Lease, dated April 14, 2003, and Third Amendment to Lease, dated August 28, 2003, and amended by the Fourth Amendment, is herein collectively the “Lease”). Under the Fourth Amendment, Tenant and Landlord, among other things, agreed to expand the premises under the Lease, to include the Third Expansion Space (as defined in the Fourth Amendment). Also under the Fourth Amendment, Tenant was given a tenant improvement allowance in the amount of $15.00 per rentable square foot of the Third Expansion Space (the “Third Expansion TIA”) to be used by Tenant to improve the Third Expansion Space and to be administered in accordance with the terms of the Third Expansion Wor
IOMAI CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 4, 2001, by and between IOMAI CORPORATION, a Delaware corporation (the “Company”), and Alexandria Real Estate Equities, L.P., a Delaware limited partnership(“ARE”).
OPTION AGREEMENTOption Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations • New York
This Option Agreement (this “Agreement”) is made as of the 4th day of December, 2002, (“Effective Date”) by and between Iomai Corporation, a Delaware corporation (“Iomai”) and Elan Corporation, plc, a public limited liability company incorporated under the laws of Ireland (“Elan”) (each a “Party” and collectively, the “Parties”).
SECOND AMENDMENT TO LEASESecond Amendment • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations
This Second Amendment (the “Second Amendment”) to Lease is made as of April 14, 2003, by and between ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware limited liability company, having an address at 135 North Los Robles Avenue, Suite 250, Pasadena, California 91101 (“Landlord”), and IOMAI CORPORATION, a Delaware corporation, having an address at 20 Firstfield Road, Gaithersburg, Maryland 20878 (“Tenant”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • January 23rd, 2006 • Iomai Corp • Pharmaceutical preparations • District of Columbia
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is effective as of the Effective Date (as defined below), by and between (i) the WALTER REED ARMY INSTITUTE OF RESEARCH (“Licensor”), as the representative of the United States of America, and (ii) IOMAI CORPORATION (“Licensee”), a corporation of Delaware, having a principal place of business at 2421 Pennsylvania Avenue, N.W., Washington, DC 20037-1718.
LEASE AGREEMENTLease Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations
THIS LEASE AGREEMENT is made this 18th day of December, 2000, between ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware limited liability company (“Landlord”), and IOMAI CORPORATION, a Delaware corporation (“Tenant”).
SUBLEASE AGREEMENTSublease Agreement • March 24th, 2006 • Iomai Corp • Pharmaceutical preparations
This SUBLEASE AGREEMENT (“Sublease”) is made and entered into as of the 28th day of February, 2006 by and between GEOMET TECHNOLOGIES, LLC., a Maryland limited liability company (“Sublandlord”) and IOMAI CORPORATION, a Delaware corporation (“Subtenant”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED LICENSE AGREEMENT [Contract No. DAMD17-01-0116]License Agreement • March 27th, 2008 • Iomai Corp • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the Amended and Restated License Agreement (the “Agreement”) effective as of December 15, 1997 between the Walter Reed Army Institute of Research, (“Licensor”) and Iomai Corporation (“Licensee”) [Contract No. DAMD17-01-0116] is made and entered into as of the last signature date below by and between Licensor and Licensor. Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Agreement.
IOMAI CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2006 • Iomai Corp • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of October 23, 2006, by and among Iomai Corporation, a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).
AMENDMENT TO THE INVESTOR RIGHTS AGREEMENTRights Agreement • November 14th, 2005 • Iomai Corp • Pharmaceutical preparations
This Amendment (this “Amendment”) to that certain Investor Rights Agreement dated as of December 4, 2002 (the “Rights Agreement”) by and among Iomai Corporation, a Delaware corporation (the “Company”), and the Purchasers party thereto is entered into as of March 27, 2003 by and among the Company and those Purchasers listed on the signature pages hereto (the “Consenting Purchasers”). The Company and the Consenting Purchasers collectively are referred to herein as the “Parties.” Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
VOTING TRUST AND ESCROW AGREEMENTVoting Trust and Escrow Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations • Delaware
This Voting Trust and Escrow Agreement (this “Agreement”) is made and entered into on April 6, 2001, by and between IOMAI CORPORATION, a Delaware corporation (“Iomai”) and MdBio, Inc., a Maryland non-profit organization (“MdBio”), as escrow agent and as trustee for and on behalf of WALTER REED ARMY INSTITUTE OF RESEARCH, a representative of the United States of America (“WRAIR”).
AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 13th, 2008 • Iomai Corp • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the Change in Control Agreement (the “Change in Control Agreement”), dated as of , by and between (“Executive”) and Iomai Corporation (the “Company”), is made and entered into as of May 12, 2008, by and between the Executive and the Company. Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Change in Control Agreement.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 20th, 2005 • Iomai Corp • Pharmaceutical preparations
Whereas, the Compensation Committee of the Board of Directors of the Company (the “Committee”) recognizes that, as is the case with many corporations, the possibility of a Change in Control (as defined in Exhibit A attached hereto) may exist and that such possibility, and the uncertainty and questions which it may raise among management personnel, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders;
April 6, 2001Iomai Corp • October 11th, 2005 • Pharmaceutical preparations
Re: License Agreement made effective as of December 15, 1997 (“Master License Agreement”), between Walter Reed Army Institute of Research, a representative of the United States of America (“WRAIR”), and Medical Technology and Practice Patterns Institute, a District of Columbia corporation (“MTPPI”), as amended pursuant to that certain Novation Agreement dated April 22, 1999 (the “Novation”), whereby MTPPI transferred all of its rights, interests, duties and obligations under the Master license Agreement to Iomai Corporation (the “Company”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2001, by and between Iomai Corporation, a Delaware corporation (the “Company”) and MDBio, Inc., a Maryland non-profit organization, acting as trustee (the “Voting Trustee”) for and on behalf of Walter Reed Army Institute of Research, a representative of the United States of America (“WRAIR”).
Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common Stock of IOMAI Corporation has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless...Joint Filing Agreement • February 13th, 2006 • Iomai Corp • Pharmaceutical preparations
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
AMENDMENT TO INVESTOR RIGHTS AGREEMENT AND CONSENTInvestor Rights Agreement and Consent • November 14th, 2005 • Iomai Corp • Pharmaceutical preparations
This Amendment to Investor Rights Agreement and Consent (this “Amendment and Consent”) is entered into as of this 30th day of May 2003 by and among Iomai Corporation, a Delaware corporation (the “Company”), and those Purchasers listed on the signature pages hereto (the “Consenting Purchasers”). The Company and the Consenting Purchasers collectively are referred to herein as the “Parties.” Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in that certain Investor Rights Agreement by and among the Company and the Purchasers (as defined therein) party thereto, dated December 4, 2002, as amended (the “Investor Rights Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 2nd, 2007 • Iomai Corp • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 2, 2007, by and among Iomai Corporation, a Delaware corporation with headquarters located at 20 Firstfield Road, Suite 250, Gaithersburg, Maryland 20878 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2005 • Iomai Corp • Pharmaceutical preparations • Delaware
This Amendment No. 2 (this “Amendment”) to the Employment Agreement, dated as of May 18, 2000, by and between Stanley Erck, an individual resident of the Commonwealth of Massachusetts (“you”), and Iomai Corporation, a Delaware corporation (the “Company”), as amended by Amendment No. 1 thereto on October 25, 2001 (as so amended, the “Employment Agreement”, is made and entered into as of December 1, 2005 by and between you and the Company. Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Employment Agreement.
Iomai Corporation 1999 Stock Incentive Plan (As Adopted and Effective August 10, 1999)1999 Stock Incentive Plan • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations
FIFTH AMENDMENT TO LEASELease • July 27th, 2006 • Iomai Corp • Pharmaceutical preparations
ContractNonqualified Stock Option Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations • Delaware
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 PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.
AMENDMENT TO INVESTOR RIGHTS AGREEMENT AND CONSENTInvestor Rights Agreement and Consent • December 20th, 2005 • Iomai Corp • Pharmaceutical preparations
This Amendment to Investor Rights Agreement and Consent (this “Amendment and Consent”) is entered into this ___day of November 2005 by and among Iomai Corporation, a Delaware corporation (the “Company”), and those Purchasers listed on the signature pages hereto (the “Consenting Purchasers”). The Company and the Consenting Purchasers collectively are referred to as the “Parties.” Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in that certain Investor Rights Agreement by and among the Company and the Purchasers (as defined therein) party thereto, dated December 4, 2002 (the “Investor Rights Agreement”).
FOURTH AMENDMENT TO LEASELease • November 14th, 2005 • Iomai Corp • Pharmaceutical preparations
This Fourth Amendment (the “Fourth Amendment”) to Lease is made as of October 26, 2005, by and between ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware limited liability company (“Landlord”), and IOMAI CORPORATION, a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations
This First Amendment (this “First Amendment”) to Lease is made as of November 29, 2001, by and between ARE-20122/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware limited liability company, having an address at 135 North Los Robles Avenue, Suite 250, Pasadena, California 91101 (“Landlord”), and IOMAI CORPORATION, a Delaware Corporation, having an address at 20 Firstfield Road, Gaithersburg, Maryland 20878 (“Tenant”). Any initially capitalized terms used but not defined herein shall have the meanings given to them in the Lease (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 18, 2000 (the “Effective Date”), by and between Stanley Erck, an individual resident of the State of Massachusetts (“you”) and Iomai Corporation, a Delaware corporation (the “Company”).
INVESTOR RIGHTS AGREEMENT BY AND AMONG IOMAI CORPORATION AND THE PURCHASERS LISTED ON EXHIBIT A HERETO December 4, 2002Purchase Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2002 is entered into by and among Iomai Corporation, a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A hereto (collectively, the “Purchasers”).
MASTER SECURITY AGREEMENT NO. 3081038 DATED AS OF SEPTEMBER 26, 2003 (“AGREEMENT”)Master Security Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Iomai Corporation (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 20 Firstfield Road, Suite 250, Gaithersburg, MD 20878.
ContractIncentive Stock Option Agreement • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations • Delaware
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 PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.
SIXTH AMENDMENT TO LEASESixth Amendment • January 30th, 2007 • Iomai Corp • Pharmaceutical preparations
This Sixth Amendment (the “Sixth Amendment”) to Lease is made as of January 26, 2007 (the “Effective Date”), by and between ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware limited liability company, having an address at 385 E. Colorado Boulevard, Suite 299, Pasadena, California 91101 (“Landlord”), and IOMAI CORPORATION, a Delaware corporation, having an address at 20 Firstfield Road, Gaithersburg, Maryland 20878 (“Tenant”).
THIRD AMENDMENT TO LEASEThird Amendment • October 11th, 2005 • Iomai Corp • Pharmaceutical preparations
This Third Amendment (the “Third Amendment“) to Lease is made as of August 28, 2003, by and between ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware limited liability company, having an address at 135 North Los Robles Avenue, Suite 250, Pasadena, California 91101 (“Landlord”), and IOMAI CORPORATION, a Delaware corporation, having an address at 20 Firstfield Road, Gaithersburg, Maryland 20878 (“Tenant”).
