THRESHOLD PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Debt SecuritiesIndenture • November 2nd, 2015 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
Indenture, dated as of [·], 20__, among Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
8,300,000 shares of Common Stock and Warrants to Purchase 8,300,000 Shares of Common Stock Threshold Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2015 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned acknowledges and agrees that written notice by Jefferies to the Company of any extension of the 90-day initial lock-up period will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter agreement during the period from the date of this letter agreement through the close of trading on the date that is the 34th day following the expiration of the 90-day initial lock-up period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless the undersigned has received written confirmation from the Company that the Lock-Up Period has expired.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 7th, 2017 • Molecular Templates, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [•], 2017 by and between Molecular Templates, Inc., (formerly, Threshold Pharmaceuticals, Inc.) a Delaware corporation (the “Company”), and [•] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Molecular Templates, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 21st, 2018 • Molecular Templates, Inc. • Pharmaceutical preparations • New York
Molecular Templates, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ARTICLE I SUMMARY OF BASIC SUBLEASE PROVISIONSSublease • December 6th, 2004 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California
Threshold Pharmaceuticals, Inc. and _____________, As Warrant Agent Form Of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • November 2nd, 2015 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Threshold Pharmaceuticals, Inc. and _____________, As Warrant Agent Form Of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • November 2nd, 2015 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Threshold Pharmaceuticals, Inc. and _____________, As Warrant Agent Form Of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • November 2nd, 2015 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
THRESHOLD PHARMACEUTICALS, INC. $50,000,000 SALES AGREEMENTSales Agreement • November 2nd, 2015 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
8,200,000 Shares Molecular Templates, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2018 • Molecular Templates, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 30, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MOLECULAR TEMPLATES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MOLECULAR TEMPLATES, INC.Stock Option Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Texas
Unless otherwise defined herein, the terms defined in the 2009 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 1st, 2014 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (the “MLV”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 6th, 2004 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT, made this day of , 2004, between Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2009 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
THRESHOLD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • April 12th, 2012 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California
The Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of __________ (the “Effective Date”), by and between ___________ (the “Employee”) and Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
MOLECULAR TEMPLATES, INC. Common Stock (par value $0.001 per share) SALES AGREEMENTSales Agreement • August 7th, 2020 • Molecular Templates, Inc. • Pharmaceutical preparations • New York
Molecular Templates, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
THRESHOLD PHARMACEUTICALS, INC. and MELLON INVESTOR SERVICES LLC Rights Agent PREFERRED SHARES RIGHTS AGREEMENT Dated as of August 8, 2006Preferred Shares Rights Agreement • August 9th, 2006 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Preferred Shared Rights Agreement, dated as of August 8, 2006, is made between Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
STATE OF TEXAS COUNTY OF TRAVISCancer Research Grant Contract • March 29th, 2024 • Molecular Templates, Inc. • Pharmaceutical preparations • Texas
This CANCER RESEARCH GRANT CONTRACT (“Contract”) is by and between the Cancer Prevention and Research Institute of Texas (“CPRIT”), hereinafter referred to as the “INSTITUTE”, acting through its Chief Executive Officer, and Molecular Templates, Inc., hereinafter referred to as the “RECIPIENT”, acting through its authorized signing official.
MOLECULAR TEMPLATES, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Texas
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 22, 2016 (the “Effective Date”) by and between Molecular Templates, Inc., a Delaware corporation (the “Company”), and Jason Kim (“Executive”).
6,250,000] Shares THRESHOLD PHARMACEUTICALS, INC. COMMON STOCK ($0.001 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2005 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley, CIBC World Markets Corp. and Lazard Capital Markets LLC (the “Underwriters”), of shares of the Common Stock (par value $0.001) of the Company (the “Common Stock”).
MOlecular templates, inc.Sales Agreement • August 7th, 2020 • Molecular Templates, Inc. • Pharmaceutical preparations • New York
Molecular Templates, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
6,000,000 Shares of Common Stock Molecular Templates, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2019 • Molecular Templates, Inc. • Pharmaceutical preparations • New York
Threshold Pharmaceuticals, Inc. [ ] Shares Common Stock UNDERWRITING AGREEMENT dated [ ], 2004 Banc of America Securities LLC CIBC World Markets Corp. Lazard Freres & Co. LLC William Blair & Company L.L.C.Underwriting Agreement • January 11th, 2005 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
If (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the 180-day restricted period, or (ii) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. AgreementConfidentiality Agreement • March 28th, 2006 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Aziende Chimiche Riunite Angelini Francesco – Acraf S.p.a., having its registered office in Viale Amelia, 70—00181 Rome Italy c.f.01312320680, p.Iva 049290810000 a company incorporated under the laws of Italy (hereinafter referred to as “Acraf”)
Shares of Common Stock Molecular Templates, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • Molecular Templates, Inc. • Pharmaceutical preparations • New York
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TRATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSDevelopment Agreement • January 28th, 2005 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS AGREEMENT is entered into as of the 30th day of November, 2004, (“Effective Date”) by and between THRESHOLD PHARMACEUTICALS, INC., a Delaware corporation having its principal place of business at 951 Gateway Blvd., Suite 3A, South San Francisco, CA 94080, U.S.A. (“Threshold”), and MEDIBIC CO., LTD., a Japan corporation, having its head office at Daido Seimei Kasumigaseki Building 8F, 1-4-2 Kasumigaseki, Chiyoda-ku, Tokyo 100-0013 Japan (“MediBIC”).
LICENSE AND CO-DEVELOPMENT AGREEMENTLicense and Co-Development Agreement • August 6th, 2012 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • London
THIS LICENSE AND CO-DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into by and between MERCK KGaA, a corporation organized and existing under the laws of Germany and having a principal place of business at Frankfurter Strasse 250, 64293 Darmstadt, Germany (hereinafter referred to as “Merck” or “Licensee”), and THRESHOLD PHARMACEUTICALS, a corporation organized and existing under the laws of California and having its principal office at 170 Harbor Way, Suite 300, South San Francisco, CA 94080, USA (hereinafter referred to as “Threshold” or “Licensor”). Merck and Threshold may each be referred to herein individually as a “Party” and collectively as the “Parties.”
THRESHOLD PHARMACEUTICALS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 5th, 2016 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California
The Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of March 11, 2016 (the “Effective Date”), by and between Joel Fernandes (the “Employee”) and Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
SUBLEASESublease • November 3rd, 2011 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS SUBLEASE (the “Sublease”), dated for reference purposes only as of July 25, 2011 (the “Execution Date”), is made by and between EXELIXIS INC., a Delaware corporation (“Sublandlord”), and THRESHOLD PHARMACEUTICALS, INC., a Delaware corporation (“Subtenant”).
THRESHOLD PHARMACEUTICALS, INC. CONSULTING AGREEMENT AND AMENDMENT TO STOCK VESTING AGREEMENTConsulting Agreement and Amendment to Stock Vesting Agreement • August 19th, 2005 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California
This Consulting Agreement and Amendment to Stock Vesting Agreement (the “Agreement”) is entered into effective August 18, 2005, between Threshold Pharmaceuticals, Inc. (the “Company”) and George F. Tidmarsh, M.D., Ph.D. (“Tidmarsh”).
MULTI-TARGET COLLABORATION AND LICENSE AGREEMENT Between MOLECULAR TEMPLATES, INC. and MILLENNIUM PHARMACEUTICALS, INC. Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and...Multi-Target Collaboration and License Agreement • October 17th, 2017 • Molecular Templates, Inc. • Pharmaceutical preparations • Massachusetts
This Multi-Target Collaboration and License Agreement (this “Agreement”) is entered into as of June 23, 2017 (the “Effective Date”) by and between MOLECULAR TEMPLATES, INC., a Delaware corporation, having its principal place of business at 9301 Amberglen Boulevard, Suite 100, Austin, TX 78729 (“MTEM”) and MILLENNIUM PHARMACEUTICALS, INC., a Delaware corporation, a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, having its principal place of business at 40 Landsdowne Street, Cambridge, MA 02139 (“Takeda”). MTEM and Takeda may sometimes individually be referred to hereafter as a “Party” or collectively as the “Parties.”
SUPPORT AGREEMENTSupport Agreement • March 17th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is made as of March 16, 2017, by and between Threshold Pharmaceuticals, Inc. (“Threshold”) and the Person set forth on Schedule A hereto (the “Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2018 • Molecular Templates, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of February 27, 2018 by and among Molecular Templates, Inc., a Delaware corporation (the “Company”), and Perceptive Credit Holdings II, LP, a Delaware limited partnership (“Perceptive”). The Company, Perceptive and any other Investor who becomes a party to this Agreement may each be referred to herein individually as a “Party” and collectively as the “Parties.” This Agreement is made pursuant to that certain Credit Agreement and Guaranty dated as of the date hereof by and among the Company and Perceptive (the “Credit Agreement”) and shall be effective as of the Closing Date. Capitalized terms used herein have the respective meanings ascribed thereto in the Credit Agreement unless otherwise defined herein.
THRESHOLD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • November 21st, 2008 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California
The Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of November 19, 2008 (the “Effective Date”), by and between ______________ (the “Employee”) and Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
