OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • December 20th, 2018 • Arbutus Biopharma Corp • Pharmaceutical preparations • New York
Arbutus Biopharma Corporation, a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), the Company’s common shares, no par value per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).
7,500,000 Common Shares TEKMIRA PHARMACEUTICALS CORPORATION (incorporated under the Business Corporations Act (British Columbia)) UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2015 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • New York
Tekmira Pharmaceuticals Corporation, a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), proposes to sell to Leerink Partners LLC (“Leerink”), RBC Capital Markets, LLC (“RBC”) and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) for whom Leerink and RBC are acting as representatives (in such capacity, the “Representatives”), an aggregate of 7,500,000 common shares (the “Firm Shares”) of the Company (the “Common Shares”). The Company has also granted to the Underwriters an option to purchase up to an aggregate of 1,125,000 additional Common Shares, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 7th, 2015 • Arbutus Biopharma Corp • Pharmaceutical preparations • British Columbia
ARBUTUS BIOPHARMA CORPORATION, a company incorporated under the laws of British Columbia (the “Company”), with offices at 100 – 8900 Glenlyon Parkway, Burnaby, British Columbia fax: (604) 419-3201
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 3rd, 2023 • Arbutus Biopharma Corp • Pharmaceutical preparations • Pennsylvania
This Executive Employment Agreement (“Agreement”), which supersedes in its entirety the Original Employment Agreement as defined below, is made effective as of July 10, 2023 (the “Effective Date”) by and between Arbutus Biopharma Inc. (the “Company”), and Karen Sims, MD, PhD (the “Executive”) (together the “Parties”)
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • March 27th, 2013 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Delaware
This Settlement Agreement and General Release (the “Agreement”) is entered into this 12th day of November 2012 (the “Effective Date”) by and among Tekmira Pharmaceuticals Corporation, a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J 5J8 (“TPC”), Protiva Biotherapeutics Inc., a wholly-owned subsidiary of TPC and a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J 5J8 (“Protiva”), Alnylam Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 300 Third Street, Cambridge, MA 02142 (“Alnylam”), and AlCana Technologies, Inc., a British Columbia corporation with a principal place of business at 2714 West 31st Avenue, Vancouver, British Columbia, Canada V6L 2A1 (“AlCana”). Each of TPC, Protiva, Alnylam, and AlCana shall be considered a “Party,” and collectively they shall be considered the “Parties.”
INDEMNITY AGREEMENTIndemnification & Liability • March 5th, 2024 • Arbutus Biopharma Corp • Pharmaceutical preparations
ARBUTUS BIOPHARMA CORPORATION, a company duly incorporated under the laws of the Province of British Columbia, and having an office at 701 Veterans Circle, Warminster, PA 18974
License Agreement By and Between Protiva Biotherapeutics inc. And Marina Biotech, Inc.License Agreement • October 30th, 2013 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (“Agreement”) is made as of this 28th day of November, 2012 (“Effective Date”), by and between Protiva Biotherapeutics Inc., a British Columbia corporation (“Protiva”), and Marina Biotech, Inc., a Delaware corporation (“Marina”). Protiva and Marina are each referred to individually as a “Party” and together as the “Parties.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • January 26th, 2015 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT by and between TEKMIRA PHARMACEUTICALS CORPORATION and ALNYLAM PHARMACEUTICALS, INC.License and Collaboration Agreement • January 31st, 2012 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT, effective as of May 30, 2008, is made by and between Tekmira Pharmaceuticals Corporation (as successor in interest to INEX Pharmaceuticals Corporation (“INEX”)), a corporation organized and existing under the laws of British Columbia, Canada (“Tekmira”), and Alnylam Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, U.S.A (“Alnylam”).
CROSS-LICENSE AGREEMENT By and Among ALNYLAM PHARMACEUTICALS, INC. TEKMIRA PHARMACEUTICALS CORPORATION And PROTIVA BIOTHERAPEUTICS INC. Dated: November 12, 2012Cross-License Agreement • January 17th, 2013 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Delaware
This Cross-License Agreement (this “Agreement”) is entered into as of November 12, 2012 (the “Effective Date”), by and among ALNYLAM PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware having a principal office at 300 Third Street, Cambridge, MA 02142, U.S.A. (“Alnylam”), TEKMIRA PHARMACEUTICALS CORPORATION, a Canadian corporation having a principal office at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Tekmira”), and, solely with respect to Section 10.12, PROTIVA BIOTHERAPEUTICS INC., a wholly-owned subsidiary of Tekmira and a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Protiva”).
AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN INEX PHARMACEUTICALS CORPORATION AND HANA BIOSCIENCES, INC.License Agreement • January 31st, 2012 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Washington
INEX PHARMACEUTICALS CORPORATION, a company duly incorporated under the laws of British Columbia having an office at #200 – 8900 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J 5J8
MASTER CONTRIBUTION AND SHARE SUBSCRIPTION AGREEMENTMaster Contribution and Share Subscription Agreement • May 4th, 2018 • Arbutus Biopharma Corp • Pharmaceutical preparations • New York
AMENDED AND RESTATED CROSS-LICENSE AGREEMENT Between ALNYLAM PHARMACEUTICALS, INC. And PROTIVA BIOTHERAPEUTICS INC. Dated: May 30, 2008Cross-License Agreement • January 31st, 2012 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Delaware
This Amended and Restated Cross-License Agreement (this “Agreement”) is entered into as of May 30, 2008, by and between ALNYLAM PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware having a principal office at 300 Third Street, Cambridge, MA 02142, U.S.A., and PROTIVA BIOTHERAPEUTICS INC., a Canadian corporation, having a principal office at 100-3480 Gilmore Way, Burnaby, B.C., Canada.
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2014 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • British Columbia
TEKMIRA PHARMACEUTICALS CORPORATION, a company incorporated under the laws of British Columbia (the “Company”), with offices at 100 – 8900 Glenlyon Parkway, Burnaby, British Columbia fax: (604) 419-3201
AMENDED AND RESTATED LICENSE AND SERVICES AGREEMENT Between PROTIVA AGRICULTURAL DEVELOPMENT COMPANY INC. on the one hand, and PROTIVA BIOTHERAPEUTICS INC. and ARBUTUS BIOPHARMA CORPORATION, on the other hand Dated: March 4, 2016License and Services Agreement • March 9th, 2016 • Arbutus Biopharma Corp • Pharmaceutical preparations • New York
This Amended and Restated License and Services Agreement (this “Agreement”) is entered into as of March 4, 2016 (the “Effective Date”), between Protiva Agricultural Development Company Inc., a British Columbia corporation with a principal place of business at 100‑8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“PadCo”), on the one hand, and Protiva Biotherapeutics, Inc., a British Columbia corporation with a principal place of business at 100‑8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Protiva”), and Arbutus Biopharma Corporation (formerly, Tekmira Pharmaceuticals Corporation), a British Columbia corporation with a principal place of business at 100‑8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Arbutus”), on the other hand.
LICENSE AGREEMENT by and between ALEXION PHARMA HOLDING on the one hand, and ARBUTUS BIOPHARMA CORPORATION and PROTIVA BIOTHERAPEUTICS INC., on the other hand Dated as of March 16, 2017License Agreement • May 17th, 2017 • Arbutus Biopharma Corp • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into as of March 16, 2017 (the “Effective Date”), by and between Alexion Pharma Holding, an unlimited liability company incorporated under the laws of Ireland having its principal place of business at Canon’s Court, 22 Victoria Street, Hamilton HM 12 Bermuda (“Alexion”), on the one hand, and Protiva Biotherapeutics Inc., a British Columbia corporation with a principal place of business at 100‑8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Protiva”), and Arbutus Biopharma Corporation, a British Columbia corporation with a principal place of business at 100‑8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“ABUS” and together with Protiva, “Arbutus”), on the other hand.
ARBUTUS BIOPHARMA CORPORATION SUBSCRIPTION AGREEMENT FOR PREFERRED SHARESSubscription Agreement • November 2nd, 2017 • Arbutus Biopharma Corp • Pharmaceutical preparations • British Columbia
The undersigned (the Subscriber) hereby irrevocably subscribes for and agrees to purchase from Arbutus Biopharma Corporation (the Company) that number of preferred shares in the capital of the Company (the Preferred Shares) set out below for the aggregate subscription amount set out below, representing a subscription price per Preferred Share of $100.00 (the Subscription Price), on the terms and subject to the conditions set out in this Subscription Agreement (as defined below). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Preferred Shares”.
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed...Services Agreement • March 28th, 2014 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • New York
THIS PROTIVA-MONSANTO SERVICES AGREEMENT (this “Agreement”), effective this January 12, 2014 (hereinafter “Effective Date”), is by and among Protiva Biotherapeutics, Inc., a British Columbia corporation and a wholly-owned subsidiary of Tekmira Pharmaceuticals Corporation, a British Columbia corporation, (“Protiva”), Protiva Agricultural Development Company Inc. (“PadCo”), a British Columbia corporation and a wholly-owned subsidiary of Protiva (the “Company”), and Monsanto Company, a Delaware corporation (“Monsanto”). Protiva, the Company and Monsanto are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed...Option Agreement • March 9th, 2016 • Arbutus Biopharma Corp • Pharmaceutical preparations • New York
This AMENDED AND RESTATED OPTION AGREEMENT (this “Agreement”), made as of March 4, 2016 (the “Effective Date”) by and among Monsanto Canada, Inc., a Canadian corporation (“Monsanto Canada”), Arbutus Biopharma Corporation (formerly known as Tekmira Pharmaceuticals Corporation), a British Columbia corporation (“Arbutus”), Protiva Biotherapeutics Inc., a British Columbia corporation (“Protiva”), and Protiva Agricultural Development Company Inc., a British Columbia corporation (the “Company”).
LICENSE AGREEMENT BETWEEN INEX PHARMACEUTICALS CORPORATION AND ARADIGM CORPORATIONLicense Agreement • January 31st, 2012 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • British Columbia
This LICENSE AGREEMENT dated as of the 8th day of December, 2004 between INEX PHARMACEUTICALS CORPORATION, a corporation duly incorporated pursuant to the laws of British Columbia, CANADA, having its principal place of business at 100 – 8900 Glenlyon Parkway, Burnaby, B.C. Canada V5J 5J8 (hereinafter referred to as “INEX”), and ARADIGM CORPORATION, a corporation duly incorporated pursuant to the laws of the State of California, USA, having its principal place of business at 3929 Point Eden Way, Hayward, CA 94545 USA. (hereinafter referred to as “Aradigm”).
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed...Stock Purchase Agreement • July 15th, 2015 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of October 1, 2014, by and among OnCore Biopharma, Inc., a Delaware corporation (“Buyer”), and Pharmabridge, Inc., a Pennsylvania corporation, and Hepatitis B Foundation, a Pennsylvania non-profit foundation (each, a “Stockholder” and together, the “Stockholders”).
DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENTDevelopment, Manufacturing and Supply Agreement • January 31st, 2012 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Delaware
This Development, Manufacturing and Supply Agreement (the “Agreement”) is entered into as of January 2, 2009 (the “Effective Date”), by and between Alnylam Pharmaceuticals, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware, U.S.A, (“Alnylam”), and Tekmira Pharmaceuticals Corporation, a corporation duly organized and existing under the laws of the Province of British Columbia, Canada (“Tekmira”).
ContractSecond Amendment Agreement • June 3rd, 2011 • Tekmira Pharmaceuticals Corp • Pharmaceutical preparations • British Columbia
* Confidential Treatment has been requested for the marked portions of this exhibit pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended.
OPTION AGREEMENT - EMPLOYEESOption Agreement • August 3rd, 2023 • Arbutus Biopharma Corp • Pharmaceutical preparations
This Option Agreement (the “Agreement”) is entered into between Arbutus Biopharma Corporation (the “Company”) and J. Christopher Naftzger (the “Optionee”), and is being granted in respect of the Optionee being an employee of Arbutus Biopharma Inc. (“Arbutus”), and confirms that:
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • August 7th, 2015 • Arbutus Biopharma Corp • Pharmaceutical preparations • Delaware
This Share Repurchase Agreement (“Agreement”) is made effective as of July 11, 2015 (the “Effective Date”) between Tekmira Pharmaceuticals Corporation (the “Company”), and Patrick T. Higgins (“Executive”) (together the “Parties”).
MANUFACTURING AND CLINICAL TRIAL AGREEMENT BETWEEN THE CHANCELLOR MASTERS AND SCHOLARS OF THE UNIVERSITY OF OXFORD AND TEKMIRA PHARMACEUTICALS CORPORATION ON BEHALF OF ITSELF AND ITS WHOLLY OWNED AFFILIATE, PROTIVA BIOTHERAPEUTICS INC. DATED DECEMBER...Manufacturing and Clinical Trial Agreement • May 1st, 2015 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • England and Wales
This MANUFACTURING AND CLINICAL TRIAL AGREEMENT is made as of this 18th day of December, 2014) (the “Effective Date”) between Tekmira Pharmaceuticals Corporation, on behalf of itself and its wholly owned Affiliate, Protiva Biotherapeutics, Inc. (collectively “Tekmira”), each a B.C. corporation having its principal place of business at 100-8900 Glenlyon Way, Burnaby, B.C.V5J 5J8, Canada, and The Chancellor Masters and Scholars of the University of Oxford (“OXFORD”) whose administrative address is University Offices, Wellington Square, Oxford, OX1 2JD.
Arbutus Biopharma, X-Chem and Proteros biostructures Enter into a Pan- Coronavirus Discovery Research and License AgreementDiscovery Research and License Agreement • April 1st, 2021 • Arbutus Biopharma Corp • Pharmaceutical preparations
This collaboration brings together Arbutus’ expertise in the discovery and development of antiviral agents with X-Chem’s industry leading DNA-encoded library (DEL) technology and Proteros’ protein sciences, biophysics and structural biology capabilities and provides important synergies to potentially identify safe and effective therapies against coronaviruses including SARS-CoV-2. The collaboration will allow for the rapid screening of one of the largest small molecule libraries against Mpro (an essential protein required for the virus to replicate itself) and the use of state-of-the-art structure guided methods to rapidly optimize Mpro inhibitors, which Arbutus could potentially progress to clinical candidates. Financial terms of the transaction were not disclosed.
CROSS-LICENSE AGREEMENT By and Among ALNYLAM PHARMACEUTICALS, INC. TEKMIRA PHARMACEUTICALS CORPORATION And PROTIVA BIOTHERAPEUTICS INC. Dated: November 12, 2012Cross-License Agreement • March 27th, 2013 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Delaware
This Cross-License Agreement (this “Agreement”) is entered into as of November 12, 2012 (the “Effective Date”), by and among ALNYLAM PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware having a principal office at 300 Third Street, Cambridge, MA 02142, U.S.A. (“Alnylam”), TEKMIRA PHARMACEUTICALS CORPORATION, a Canadian corporation having a principal office at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Tekmira”), and, solely with respect to Section 10.12, PROTIVA BIOTHERAPEUTICS INC., a wholly-owned subsidiary of Tekmira and a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Protiva”).
ContractSublicense Agreement • January 31st, 2012 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • British Columbia
* Confidential Treatment has been requested for the marked portions of this exhibit pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended.
CONSULTING AGREEMENTConsulting Agreement • March 5th, 2024 • Arbutus Biopharma Corp • Pharmaceutical preparations • New York
As a condition of becoming retained by Arbutus Biopharma Corporation, a British Columbia corporation, Arbutus Biopharma Inc., a Delaware Corporation, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, “Arbutus”), and in consideration of Consultant’s consulting relationship with Arbutus and receipt of the compensation now and hereafter paid by Arbutus, Consultant hereby agrees to the following:
INDEMNITY AGREEMENTIndemnification Agreement • June 18th, 2019 • Arbutus Biopharma Corp • Pharmaceutical preparations • British Columbia
ARBUTUS BIOPHARMA CORPORATION, a company duly incorporated under the laws of the Province of British Columbia, and having an office at 701 Veterans Circle, Warminster, PA 18974
AMENDMENT NO. 1 to PROTIVA AGRICULTURAL DEVELOPMENT COMPANY INC. OPTION AGREEMENTOption Agreement • August 14th, 2014 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations
COMPANY INC. OPTION AGREEMENT ("Amendment No. l") effective as of the last date of signature hereto ("Effective Date"), is by and among Monsanto Canada, Inc., a Canadian corporation ("Monsanto Canada"), Tekmira Pharmaceuticals Corporation, a British Columbia corporation ("Tekmira"), Protiva Biotherapeutics Inc., a British Columbia corporation ("Protiva"), and Protiva Agricultural Development Company Inc., a British Columbia corporation (the "Company").
ContractLetter Agreement • November 5th, 2015 • Arbutus Biopharma Corp • Pharmaceutical preparations
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed...Research Collaboration and Funding Agreement • May 6th, 2015 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • Pennsylvania
This Research Collaboration and Funding Agreement (this “Agreement”), is entered into by and between OnCore Biopharma, Inc., a Delaware corporation (“Company”), and the Baruch S. Blumberg Institute, a Pennsylvania not-for-profit company (“Institution”), as of October 29, 2014 (the “Effective Date”).
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed...Option Agreement • March 28th, 2014 • TEKMIRA PHARMACEUTICALS Corp • Pharmaceutical preparations • New York
This OPTION AGREEMENT (this “Agreement”), made as of January 12, 2014 (the “Effective Date”) by and among Monsanto Canada, Inc., a Canadian corporation (“Monsanto Canada”), Tekmira Pharmaceuticals Corporation, a British Columbia corporation (“Tekmira”), Protiva Biotherapeutics Inc., a British Columbia corporation (“Protiva”), and Protiva Agricultural Development Company Inc., a British Columbia corporation (the “Company”).
