23,182,000 Shares CASCADIAN THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2017 • Cascadian Therapeutics, Inc. • Services-commercial physical & biological research • New York
ONCOTHYREON INC. SALES AGREEMENTSales Agreement • June 2nd, 2016 • Oncothyreon Inc. • Services-commercial physical & biological research • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2017 • Cascadian Therapeutics, Inc. • Services-commercial physical & biological research • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January , 2017, by and among Cascadian Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
FORM OF SENIOR INDENTURE BETWEEN ONCOTHYREON INC. AND AS TRUSTEE Dated as ofOncothyreon Inc. • December 30th, 2014 • Services-commercial physical & biological research • New York
WHEREAS, the Company has duly authorized the issuance, sale, execution and delivery, from time to time, of its unsecured evidences of indebtedness (hereinafter referred to as the “Securities”), without limit as to principal amount, issuable in one or more series, the amount and terms of each such series to be determined as hereinafter provided; and, to provide the terms and conditions upon which the Securities are to be issued, authenticated and delivered, the Company has duly authorized the execution of this Indenture; and
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 31st, 2018 • Cascadian Therapeutics, Inc. • Services-commercial physical & biological research • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 30, 2018, is among Seattle Genetics, Inc., a Delaware corporation (“Parent”), Valley Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Cascadian Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in Annex A and Exhibit A attached hereto, as applicable.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2010, is by and between Oncothyreon Inc., a Delaware corporation (the “Company”), and Small Cap Biotech Value, Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Investor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 9th, 2011 • Oncothyreon Inc. • Services-commercial physical & biological research • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of February 8, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), ONCOTHYREON INC., a Delaware corporation (the “Borrower”), and the other U.S. Subsidiaries (defined below) who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with the Borrower, each a “Loan Party” and collectively, “Loan Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2010 by and among Oncothyreon Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
ONCOTHYREON INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2007 • Biomira CORP • Services-commercial physical & biological research • Delaware
THIS AGREEMENT is entered into, effective as of , 20 by and between Oncothyreon Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
1,818 Shares CASCADIAN THERAPEUTICS, INC. Series E Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2017 • Cascadian Therapeutics, Inc. • Services-commercial physical & biological research • New York
10,000 Shares ONCOTHYREON INC. Series A Convertible Preferred Stock UNDERWRITING AGREEMENTConvertible Preferred Stock • September 18th, 2014 • Oncothyreon Inc. • Services-commercial physical & biological research • New York
BIOMIRA SEVERANCE AGREEMENTBiomira Severance Agreement • September 12th, 2007 • Biomira CORP
WHEREAS the Company has implemented an Executive Severance Plan in relation to the termination of employment of Employee-Officers of the Company in the following situations:
STOCK OPTION AGREEMENTStock Option Agreement • March 10th, 2015 • Oncothyreon Inc. • Services-commercial physical & biological research
WHEREAS the Company has established a Share Option Plan (such Share Option Plan, as may be supplemented or amended from time to time, is hereinafter called the “Plan”) for directors and full time employees of the Company or its subsidiaries and service providers of the Company or any entity controlled by the Company;
GENERAL SECURITY AGREEMENTGeneral Security Agreement • September 12th, 2007 • Biomira CORP • Alberta
This General Security Agreement (as amended, modified or otherwise supplemented from time to time, this "Security Agreement"), dated as of November 8, 2006, is executed by Jeffrey Millard (together with its successors and assigns, "Debtor"), in favor of Biomira Inc., as secured party (together with its successors and assigns, "Secured Party").
SECURITY AGREEMENTSecurity Agreement • September 12th, 2007 • Biomira CORP • Washington
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this "Security Agreement"), dated as of November 3, 2006, is executed by Patrick Trown (together with its successors and assigns, "Debtor"), in favor of Biomira Inc., as secured party (together with its successors and assigns, "Secured Party").
LICENSE AGREEMENTLicense Agreement • March 10th, 2015 • Oncothyreon Inc. • Services-commercial physical & biological research • New York
All ancillary compounds and materials associated with the development and characterization of ARRY-380 drug product and drug substance; including but not limited to:
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BIOMIRA INC., PROLX PHARMACEUTICALS CORPORATION, D. LYNN KIRKPATRICK AND GARTH POWIS AND WITH RESPECT TO ARTICLES VI AND VII ONLY, GARTH POWIS AS STOCKHOLDER REPRESENTATIVE Dated as of October 30, 2006Agreement and Plan of Reorganization • October 29th, 2007 • Oncothyreon Inc. • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of October 30, 2006 by and among Biomira Inc. a Canadian corporation ("Parent"), Biomira Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), ProlX Pharmaceuticals Corporation, a Delaware corporation (the "Company"), D. Lynn Kirkpatrick and Garth Powis (together, the "Principal Stockholders"), and with respect to Articles VI and VII hereof, Garth Powis as Stockholder Representative (the "Stockholder Representative").
RELEASE AND SETTLEMENT AGREEMENTAnd Settlement Agreement • September 12th, 2007 • Biomira CORP • Alberta
AND WHEREAS both of the parties hereto have reached a settlement in regard to the retirement of McPherson from employment in accordance with the terms and conditions hereinafter set forth;
Second Amendment to Exclusive Patent License Agreement Between University of Arizona and Oncothyreon, Inc. Effective 15 September 2005Exclusive Patent License Agreement • March 14th, 2011 • Oncothyreon Inc. • Services-commercial physical & biological research
This Second Amendment (“Second Amendment”), effective on the date of last authorized signature affixed hereto, is by and between the Arizona Board of Regents on behalf of the University of Arizona, having an office at 888 N. Euclid Avenue, Room 204, Tucson, Arizona 85721 (“LICENSOR”), and Oncothyreon, Inc., having its principal office at 2601 Fourth Avenue, Suite 500, Seattle, Washington 98121 (“LICENSEE”).
COMMON STOCK PURCHASE AGREEMENT Dated as of July 6, 2010 by and between ONCOTHYREON INC. and SMALL CAP BIOTECH VALUE, LTD.Common Stock Purchase Agreement • July 7th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • New York
Reference is made to the Common Stock Purchase Agreement dated as of July 6, 2010, (the “Purchase Agreement”) between Oncothyreon Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Small Cap Biotech Value, Ltd., a business company incorporated under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 3.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 19th, 2016 • Oncothyreon Inc. • Services-commercial physical & biological research • Washington
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of May [ ], 2016, by and between Oncothyreon Inc. (the “Company”) and [ ] (“Executive”).
AMENDMENT NUMBER 1 TO ADJUVANT LICENSE AGREEMENT AND ADJUVANT SUPPLY AGREEMENTLicense Agreement • November 10th, 2008 • Oncothyreon Inc. • Services-commercial physical & biological research
THIS AMENDMENT NUMBER 1 (the “Amendment”) to the ADJUVANT LICENSE AGREEMENT (the “License Agreement”) and the ADJUVANT SUPPLY AGREEMENT (the “Supply Agreement”) each dated OCTOBER 20, 2004 is made and entered into as of the eighth day of August, 2008, by and between CORIXA CORPORATION, d/b/a GlaxoSmithKline Biologicals N.A., a Delaware corporation, having offices at 553 Old Corvallis Road Hamilton, MT 59840, (hereinafter referred to as GSK, (the acquiring entity of all stock and assets of CORIXA CORPORATION)) and BIOMIRA MANAGEMENT INC. (the assignee of the rights of Biomira International, Inc. under the License Agreement and the Supply Agreement), a Delaware corporation, having offices at 2601 Fourth Avenue, Suite 500, Seattle, WA 98121 (“Biomira”).
AMENDED AND RESTATED COLLABORATION AGREEMENT (2006)Collaboration Agreement • September 12th, 2007 • Biomira CORP • England
This amended and restated agreement is between Biomira B.V. (formerly Biomira Europe B.V.), a Netherlands corporation with offices located at Amsterdam, The Netherlands ("BIOMIRA"), and Merck KGaA, a German corporation with offices located at Darmstadt, Germany ("MERCK") and is effective as of March 1, 2006.
LEASE TERMINATION AGREEMENT [FOURTH AND VINE]Lease Termination Agreement • March 8th, 2018 • Cascadian Therapeutics, Inc. • Services-commercial physical & biological research • Washington
This Lease Termination Agreement (this “Agreement”) is entered into as of the 4th day of December 2017, by and between Selig Holdings Company, a Washington limited liability company (“Landlord”) and Cascadian Therapeutics, Inc., a Delaware corporation (“Tenant”), formerly known as Oncothyreon Inc.
EXCLUSIVE LICENSE AGREEMENT between THE UNIVERSITY OF ARIZONA and ProlX PHARMACEUTICALS, INC. Agreement Number 97-0268Biomira CORP • September 27th, 2007 • Services-commercial physical & biological research • Arizona
This Exclusive License Agreement (the "Agreement") is made effective the date of the last signature date below (the "Effective Date") between The Arizona Board of Regents on behalf of The University of Arizona, with its principal offices in Tucson, Arizona 85721 (the "UNIVERSITY"), and ProlX Pharmaceuticals, Inc., a Pennsylvania corporation, with its principal place of business at P.O. Box 10146, Pittsburgh, Pennsylvania 15232 (the "LICENSEE").
ARRANGEMENT AGREEMENT Among GAMEHOST INCOME FUND and ONCOTHYREON INC., ONCOTHYREON CANADA INC. and 0811769 B.C. ULC February 17, 2010Arrangement Agreement • May 10th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • Alberta
0811769 B.C. ULC, an unlimited liability corporation subsisting under the Laws of the Province of British Columbia (hereinafter referred to as “Onco BC”)
First Amendment to Exclusive License Agreement Between University of Arizona and Oncothyreon, Inc., Effective 29 July 2004Exclusive License Agreement • March 14th, 2011 • Oncothyreon Inc. • Services-commercial physical & biological research
This First Amendment (“Amendment”), effective on the date of last authorized signature affixed hereto (“Amendment Effective Date”), is by and between the Arizona Board of Regents on behalf of the University of Arizona, having an office at 888 N. Euclid Avenue, Room 204, Tucson, Arizona 85721 (“LICENSOR”), and Oncothyreon, Inc., having its principal office at 2601 Fourth Avenue, Suite 500, Seattle, Washington 98121 (“LICENSEE”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 6th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • England
This Agreement is dated May 2, 2001 by and among Biomira Inc., a Canadian corporation (the “Corporation”), Biomira International Inc., a Barbados corporation (“Biomira International”) (the Corporation and Biomira International are collectively referred to herein as “Biomira”) and Merck KGaA (“Merck”), a German corporation.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 23rd, 2016 • Cascadian Therapeutics, Inc. • Services-commercial physical & biological research • New York
LICENSE AGREEMENTLicense Agreement • September 12th, 2007 • Biomira CORP • Illinois
Agreement ("AGREEMENT"), effective as of November 22, 1996 ("Effective Date") by and between Biomira, Inc., a corporation incorporated pursuant to the Canadian Business Corporations Act, with its principal place of business at Edmonton Research Park, 2011 - 94 Street, Edmonton, Alberta, T6N 1H1, Canada, (hereinafter referred to as "Biomira") and the DANA-FARBER CANCER INSTITUTE, INC., a Massachusetts non-profit corporation, with its principal place of business at 44 Binney Street, Boston, Massachusetts, 02115 (hereinafter referred to as "DFCI").
ONCOTHYREON INC. AMENDMENT TO GARY CHRISTIANSON OFFER LETTERChristianson Offer Letter • March 30th, 2009 • Oncothyreon Inc. • Services-commercial physical & biological research • Washington
This amendment (the “Amendment”) is made by and between Gary Christianson (“Executive”) and Oncothyreon Inc. (formerly Biomira Inc.), a Delaware corporation (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on December 31, 2008.
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • September 30th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • New York
This Amendment No. 1 (this “Amendment”) to the Securities Purchase Agreement, by and between Oncothyreon Inc., a Delaware corporation (the “Company”), and _________ (“Investor”) is dated as of September 28, 2010 and amends the Securities Purchase Agreement dated as of September 23, 2010 (the “Purchase Agreement”) by and among the Company and the Purchasers (as defined in the Purchase Agreement). Investor is one of the Purchasers party to the Purchase Agreement. The Company and the Investor shall be referred to collectively herein as the “Parties.” All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Purchase Agreement.
ONCOTHYREON INC. AMENDED AND RESTATED RESTRICTED SHARE UNIT PLAN RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Plan • March 9th, 2012 • Oncothyreon Inc. • Services-commercial physical & biological research • Washington
Unless otherwise defined herein, the terms defined in the Oncothyreon Inc. (formerly Biomira Inc.) (the “Company”) Amended and Restated Restricted Share Unit Plan (the “Plan”) will have the same defined meanings in this Restricted Share Unit Agreement (the “Agreement”).
ONCOTHYREON INC. SUBSCRIPTION AGREEMENTEmployee Stock Purchase Plan • June 8th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research
Unless otherwise defined herein, the terms defined in the Oncothyreon Inc. 2010 Employee Stock Purchase Plan (the “Plan”) shall have the same defined meanings in this Subscription Agreement.
ONCOTHYREON INC. PIGGYBACK REGISTRATION RIGHTS AGREEMENTPiggyback Registration Rights Agreement • November 6th, 2014 • Oncothyreon Inc. • Services-commercial physical & biological research • Delaware
This Piggyback Registration Rights Agreement (this “Agreement”) is made and entered into as of August 8, 2014 by and between Oncothyreon Inc., a Delaware corporation (the “Company”) and each of Jay Venkatesan and Mitchell H. Gold (collectively, the “Founders”).
