SHARES TRUBION PHARMACEUTICALS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • New York
RECITALSLoan and Security Agreement • September 22nd, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • California
EXHIBIT 10.3 GENECRAFT, INC. 2002 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2002 Stock Plan shall have the same defined meanings in this Stock Option Agreement. I. NOTICE OF STOCK OPTION GRANT NAME:...Stock Option Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc • Washington
EXHIBIT 4.2 TRUBION PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc • Delaware
REDACTED COPY COLLABORATION AND LICENSE AGREEMENT by and betweenCollaboration and License Agreement • September 22nd, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • New York
EXHIBIT 10.7 TRUBION PHARMACEUTICALS, INC. 2006 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Stock...Stock Option Award Agreement • October 2nd, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Washington
EXHIBIT 10.5 GENECRAFT, INC. STOCK OPTION AGREEMENT (INCENTIVE AND NONSTATUTORY STOCK OPTIONS) Pursuant to the Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Genecraft, Inc. (the "Company") has granted you an option under...Stock Option Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc
MANUFACTURINGManufacturing Services Agreement • September 22nd, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THE DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT Dated 08 January 2004Development and Manufacturing Services Agreement • September 22nd, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations
EXHIBIT 10.29 TRUBION PHARMACEUTICALS, INC. PETER A. THOMPSON AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement is entered into as of March 29, 2006 by and between Trubion Pharmaceuticals, Inc., a Delaware...Employment Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc • Washington
RECITALSCommon Stock Purchase Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc • Delaware
AMENDMENT NO. 1 TOInvestor Rights Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc
Employment AgreementEmployment Agreement • March 15th, 2010 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Washington
This Employment Agreement (the “Agreement”) is entered into by and between John A. Bencich (the “Executive”) and Trubion Pharmaceuticals, Inc., a Delaware corporation (the “Company”) as of November 16, 2009 (the “Effective Date”).
MASTER SECURITY AGREEMENT NO. 3081027 Dated as of JUNE 18, 2003 ("AGREEMENT")Master Security Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc • Virginia
RELATING TOQuality Agreement • September 22nd, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations
BETWEENDevelopment and Manufacturing Service Agreement • October 5th, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations
TRUBION PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 13th, 2009 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of this ___day of ___, by and between Trubion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ___(“Indemnitee”).
RECITALSIndependent Contractor Agreement • July 18th, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 13th, 2010 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of August 12, 2010 (this “Agreement”), is entered into by and among Emergent BioSolutions Inc., a Delaware corporation (“Parent”), Trubion Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
EXHIBIT 10.1 TRUBION PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is made as of this 13th day of July, by and between Trubion Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), and...Indemnification Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG EMERGENT BIOSOLUTIONS INC., 30333 INC. AND TRUBION PHARMACEUTICALS, INC. Dated as of August 12, 2010Merger Agreement • August 13th, 2010 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
(together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of August 12, 2010, is by and among Emergent BioSolutions Inc. a Delaware corporation (“Parent”), 35406 LLC, a Delaware limited liability company and wholly owned direct subsidiary of Parent (sometimes referred to herein as the “LLC” or the “Final Surviving Entity”), 30333 Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (sometimes referred to herein as “Merger Sub”), and Trubion Pharmaceuticals, Inc. a Delaware corporation (the “Company” or the “Interim Surviving Corporation”).
LOAN AND SECURITY AGREEMENTLoan Agreement • July 29th, 2008 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation and with a loan production office located at 901 Fifth Avenue, Suite 3900, Seattle, Washington 98164 (“Bank”), and TRUBION PHARMACEUTICALS, 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:
MANUFACTURINGManufacturing Services Agreement • August 18th, 2006 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • New York
RECITALSTechnology & Investment Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc
Amendment No. 1 to Agreement and Plan of MergerAgreement and Plan of Merger • September 30th, 2010 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations
EXHIBIT 10.32 TRUBION PHARMACEUTICALS, INC. RESTRICTED STOCK PURCHASE AGREEMENT This Restricted Stock Purchase Agreement (the "AGREEMENT") is made as of January 28th, 2004 by and between Trubion Pharmaceuticals, Inc., a Delaware corporation (the...Restricted Stock Purchase Agreement • June 2nd, 2006 • Trubion Pharmaceuticals, Inc • Washington
QUALITY AGREEMENT for TRU-016 between TRUBION PHARMACEUTICALS, INC. and LONZA SALES AGQuality Agreement • November 5th, 2009 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Quality Agreement (“Quality Agreement”) is dated effective as of November ___, 2008, and it defines the roles and responsibilities for the quality operations between TRUBION PHARMACEUTICALS, INC. (“Trubion” and “Customer”) and LONZA SALES AG (“Lonza”) with respect to the manufacture of Customer’s product commonly referred to as TRU-016 under that certain Manufacturing Services Agreement dated as of November 21, 2005, between Trubion and Lonza Biologics, Inc. (“Biologics”) (as amended and novated, the “MSA”). Concurrently herewith, the parties are also entering into an amendment to manufacturing services in order to amend the MSA as appropriate for the manufacture of TRU-016 (the “Amendment”). Lonza is the successor in interest to Biologics under the MSA pursuant to that certain Novation Agreement effective as of January 1, 2007, among Trubion, Lonza and Biologics.
AMENDMENT between TRUBION PHARMACEUTICALS, INC. and LONZA SALES AG (successor in interest to Lonza Biologics, Inc. by way of novation) to MANUFACTURING SERVICES AGREEMENT Dated November 21, 2005Manufacturing Services Agreement • November 5th, 2009 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS AMENDMENT TO MANUFACTURING SERVICES AGREEMENT (“Amendment”) is made effective as of December 5, 2008 (the “Effective Date”) and is made between
February 2, 2007 Mr. Hans van Houte TRUBION PHARMACEUTICALS, INC. 2401 Fourth Avenue, Suite 1050 Seattle, Washington 98121 Dear Hans:Office Lease • August 7th, 2008 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations
Please refer to the Fourth and Battery Office Lease dated April 28, 2003 and all addenda and amendments thereto (the “Office Lease” or “Lease”) for the space Trubion Pharmaceuticals (hereinafter referred to as “Trubion” or “Lessee”) occupies within the Fourth and Battery building. This letter (this “Amendment”) shall constitute an amendment to the Lease. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Lease.
Novation agreement between lonza biologics, INC. and LONZA SALES AG and TRUBION PHARMACEUTICALS, INC.Novation Agreement • August 7th, 2008 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • New York
NOW THEREFORE in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereby agree as follows:
FOURTH AND BATTERY OFFICE LEASEOffice Lease • June 2nd, 2006 • Trubion Pharmaceuticals, Inc • Washington
WYETH ACTING THROUGH ITS WYETH PHARMACEUTICALS DIVISION 500 Arcola Road Collegeville, Pennsylvania 19426 USACollaboration and License Agreement • March 26th, 2007 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations
This letter agreement (the “Letter Agreement”) constitutes Amendment No. 1 to the Agreement referred to above. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. Trubion and Wyeth desire to amend the Agreement as set forth herein, for purposes that pertain to, among other things, the transfer of proprietary materials from Wyeth to Trubion for use in connection with the Research Program, activities related to process development and manufacturing in connection with the Agreement, and other activities mutually agreed upon in writing by the Parties. This Letter Agreement sets forth the agreement of Trubion and Wyeth with respect to such amendment.
EXHIBIT 10.9 December 8, 2004 Mr. Hans van Houte VP Finance and Administration TRUBION PHARMACEUTICALS, INC. 2401 Fourth Avenue, Suite 1050 Seattle, Washington 98121 Dear Hans: Please refer to your lease dated April 28, 2003 and all subsequent addenda...Lease Amendment • June 2nd, 2006 • Trubion Pharmaceuticals, Inc
Please refer to your lease dated April 28, 2003 and all subsequent addenda thereto (the "Lease") for the space you occupy within the Fourth and Battery Building. This letter (this "Amendment") shall constitute an amendment to that Lease. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Lease.
Emergent BioSolutions Inc. 2273 Research Boulevard Suite 400 Rockville, MD Re: Emergent BioSolutions Inc. — Lock-Up Agreement (this “Letter Agreement”) Ladies and Gentlemen:Lock-Up Agreement • August 13th, 2010 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
The undersigned understands that Emergent BioSolutions Inc., a Delaware corporation (“Parent”), 35406 LLC, a Delaware limited liability company and wholly owned direct subsidiary of Parent (the “LLC”), 30333 Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Sub”), and Trubion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger dated as of 12, 2010 (the “Merger Agreement”), pursuant to which the Merger Sub will merge (the “Merger”) with and into the Company, with the Company surviving the Merger as an indirect subsidiary of Parent, and then merging with and into the LLC with the LLC being the surviving entity of the LLC Merger. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. In connection with the Merger, Parent will issue to the security holders of the Company, including the undersigned, the Stock Merger Consider
Amendment No. 1 to Employment AgreementEmployment Agreement • April 8th, 2008 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Washington
This Amendment No. 1 to Employment Agreement (the “Amendment”) is entered into by and between ___ (the “Executive”) and Trubion Pharmaceuticals, Inc., a Delaware corporation (the “Company”) as of April 8, 2008 (the “Effective Date”). The parties, intending to be legally bound, hereby amend the Employment Agreement dated March 21, 2008 between the Executive and the Company (the “Agreement”) as follows:
