Severance and Change of Control AgreementSeverance and Change of Control Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Massachusetts
THIS SEVERANCE AND CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Adnexus Therapeutics, Inc. (the “Company”), a Delaware corporation with its principal place of business at 100 Beaver Street, Waltham, MA 02453, and Katrine Bosley (the “Executive”) is made as of August 16, 2007 (the “Effective Date”).
COMPOUND THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • California
Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank to disburse the loan proceeds as stated above.
ContractMutual Patent License Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • New York
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
ADNEXUS THERAPEUTICS, INC. Incentive Stock Option Agreement Granted Under 2002 Stock Incentive PlanIncentive Stock Option Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc.
WARRANT TO PURCHASE STOCK Corporation: COMPOUND THERAPEUTICS, INC. Number of Shares: 5% Coverage of Term Advances Class of Stock: Series A Preferred Initial Exercise Price: $0.75 per share Issue Date: December 15, 2003 Expiration Date: December 15, 2010Warrant Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Delaware
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, COMERICA BANK or its assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant. The number of Shares that may be purchased under this Warrant is equal to (i) the dollar amount that is 5% of the aggregate Term Advances made by Holder to the Company under the Loan and Security Agreement dated as of the Issue Date divided by (ii) $0.75.
ADNEXUS THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Delaware
This Second Amended and Restated Investor Rights Agreement (this “Agreement”) dated as of July 11, 2007 is entered into by and among Adnexus Therapeutics, Inc., a Delaware corporation (the “Company”), the Purchasers (as defined below), the Common Stockholders (as defined below), General Electric Capital Corporation (“GE’) and Comerica Bank (“Comerica”).
License, Manufacturing And Supply AgreementLicense, Manufacturing and Supply Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • California
This Agreement (“AGREEMENT”) is made and entered into August 5, 2005 (the “EFFECTIVE DATE”) by and between Nektar Therapeutics AL, Corporation, having its principal place of business at 490 Discovery Drive, Huntsville, AL 35806 (“NEKTAR AL”); and Compound Therapeutics, Inc. having its principal place of business at 100 Beaver Street, Waltham, MA 02453 (“COMPANY”). NEKTAR AL and COMPANY may be referred to herein individually as a “PARTY” and collectively as the “PARTIES.”
ADNEXUS THERAPEUTICS, INC. Restricted Stock Agreement Granted Under 2002 Stock Incentive PlanRestricted Stock Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Delaware
ContractLicense Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Arizona
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
MASTER SECURITY AGREEMENT Dated as of February ___, 2002 (“Agreement”)Master Security Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Connecticut
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and Engeneos, Inc. (“Debtor”). Secured Party has an office at 401 Merritt 7 Suite 23, Norwalk, CT 06856. 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 40 Bear Mill Road, Waltham, MA 02451.
LICENSE AGREEMENTLicense Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Massachusetts
This Agreement, effective as of March 27, 2000 (the “Effective Date”), is by and between Phylos, Inc. (“Phylos”), a Delaware corporation, and University Technology Corporation (“UTC”), a Colorado nonprofit corporation.
ADNEXUS THERAPEUTICS, INC. Nonstatutory Stock Option Agreement Granted Under 2002 Stock Incentive PlanNonstatutory Stock Option Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc.
WARRANT TO PURCHASE UP TO 54,000 SHARES OF COMMON STOCKWarrant Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Delaware
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase a number of shares of the fully paid and nonassessable Common Stock of Compound Therapeutics, Inc., a Delaware corporation (the “Company”) determined pursuant to Section 1(a) below (the “Shares” or the “Stock”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth.
STRATEGIC ALLIANCE & COLLABORATION AGREEMENT by and between Adnexus Therapeutics, Inc. and Bristol-Myers Squibb Company February 14, 2007Strategic Alliance & Collaboration Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • New York
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
LICENSE AGREEMENTLicense Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Massachusetts
THIS AMENDED AND RESTATED LICENSE AGREEMENT (the “AGREEMENT”) is made and entered into on July 27, 1998, between THE GENERAL HOSPITAL CORPORATION, a not-for-profit corporation doing business as Massachusetts General Hospital, having a place of business at Fruit Street, Boston, Massachusetts 02114 (“GENERAL”) and Phylos, Inc., a corporation having offices at 300 Putnam Avenue, Cambridge, MA 02139 (“COMPANY”) and amends and restates that certain License Agreement between GENERAL and the COMPANY effective April 18, 1997 (the “EFFECTIVE DATE”).
WARRANT TO PURCHASE STOCK Corporation: COMPOUND THERAPEUTICS, INC. Number of Shares: 2.5% Coverage of Term Advances Class of Stock: Series A Preferred Initial Exercise Price: $0.50 per share Issue Date: July 8, 2005 Expiration Date: July , 2012Warrant Agreement • August 21st, 2007 • Adnexus Therapeutics, Inc. • Delaware
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, COMERICA BANK or its assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable glares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant. The number of shares that may be purchased under this Warrant is equal to (i) the dollar amount that is 2.5% of the aggregate Term Advances made by Holder to the Company under Section 2.1(b) of the Loan and Security Agreement dated as of December 16, 2003, as amended as of the Issue Date, divided by (ii) $0.50.
