MYRIAD PHARMACEUTICALS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF JUNE 30, 2009Shareholder Rights Agreement • June 30th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Shareholder Rights Agreement (“this Agreement”), dated as of June 30, 2009, between Myriad Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
MYRIAD PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 8th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement sets forth the terms of the incentive stock option (“ISO”) grant made by Myriad Pharmaceuticals, Inc. (the “Company”), a Delaware corporation having a principal place of business in Salt Lake City, Utah, to the individual specified in the Notice of Grant of Stock Option and Option Agreement (the “Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 29th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2009, by and between MYRIAD PHARMACEUTICALS, INC., a Delaware corporation (the “Corporation”), and (“Agent”).
SUBLEASE AGREEMENTSublease Agreement • June 8th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Utah
change order. The cost of any change orders that are necessary to comply with applicable building codes and other laws shall be borne by Landlord, unless such change orders are necessitated only because of (1) other change orders requested by Tenant; (2) Tenant Finish Plans; (3) changes to Tenant Finish Plans; or (4) Tenant’s early occupancy to the Building prior to substantial completion of Landlord’s Work. Any change order shall be effective only when set forth on a written change order executed by Landlord, Tenant, and the Base Building General Contractor. By approving a change order, Tenant and Landlord shall agree to a delay in Substantial Completion and to the Target Date, as specified therein, if any.
EMPLOYEE MATTERS AGREEMENT by and between MYRIAD GENETICS, INC. and MYRIAD PHARMACEUTICALS, INC. Dated as of June , 2009Employee Matters Agreement • June 8th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of June , 2009, by and between Myriad Genetics, Inc., a Delaware corporation (“Myriad”), and Myriad Pharmaceuticals, Inc., a Delaware corporation (“MPI”). Each of Myriad and MPI is herein referred to as a “Party” and collectively, as the “Parties”.
MYREXIS, INC. Executive Severance and Change in Control AgreementExecutive Severance and Change in Control Agreement • September 28th, 2011 • Myrexis, Inc. • Pharmaceutical preparations • Utah
THIS EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (this “Agreement”), by and between Myrexis, Inc., a Delaware corporation (the “Company”), and Andrea Kendell (the “Executive”), is made as of September 22, 2011 (the “Effective Date”).
MYREXIS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2012 • Myrexis, Inc. • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Myrexis, Inc. (the “Company”), and David W. Gryska (“Executive”), on May 9, 2012.
AMENDMENT NO. 1 TO SUBLEASE AGREEMENT RESEARCH PARK BUILDING - PHASE VSublease Agreement • November 12th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO SUBLEASE AGREEMENT (the “First Amendment”) is made and entered into effective as of November 11, 2009 by and between Myriad Genetics, Inc. (the “Landlord”), and Myriad Pharmaceuticals, Inc. (the “Tenant”).
CONFIDENTIAL SETTLEMENT AGREEMENT, INCLUDING RELEASES OF CLAIMS, COVENANT NOT TO SUE, AND STIPULATION OF DISMISSIALSettlement Agreement • February 8th, 2013 • Myrexis, Inc. • Pharmaceutical preparations • Delaware
This Settlement Agreement, including Releases of Claims, Covenant Not To Sue, and Stipulation of Dismissal of the Litigation (as defined below) (the “Agreement”), is made and entered into as of December 20, 2012, between and among Alzheimer’s Institute of America, Inc. (“AIA”), and Myrexis, Inc. (“Myrexis”), Myriad Genetics, Inc. (“Myriad Genetics”), Myriad Therapeutics, Inc. (formerly known as Myriad Pharmaceuticals, Inc. and referred to herein as “Myriad Pharmaceuticals”), Mayo Clinic Jacksonville (“Mayo Clinic”) and Mayo Foundation for Medical Education and Research (“Mayo Foundation”). The foregoing entities are collectively referred to herein as the “Parties”, or individually referred to as a “Party”; Myriad Genetics and Myriad Pharmaceuticals are collectively referred to herein as “Myriad”; Mayo Clinic and Mayo Foundation are collectively referred to herein as “Mayo”; and Myrexis, Myriad Genetics, Myriad Pharmaceuticals, Mayo Clinic and Mayo Foundation are collectively are referr
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • May 11th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into as of November 19, 2003 (the “Effective Date”) by and among MAXIM PHARMACEUTICALS, INC., a Delaware corporation (“Maxim Pharmaceuticals”), having an address of 8899 University Center Lane, Suite 400, San Diego, California 92122, and CYTOVIA, INC., a Delaware corporation and wholly-owned subsidiary of Maxim Pharmaceuticals (“Cytovia”), having an address of 8899 University Center Lane, Suite 400, San Diego, California 92122 (Maxim Pharmaceuticals and Cytovia are hereinafter collectively referred to as “Maxim”), and MYRIAD GENETICS, INC., a Delaware corporation, having an address of 320 Wakara Way, Salt Lake City, Utah 84108 (“Myriad”).
MYRIAD PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 8th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement sets forth the terms of the incentive stock option (“ISO”) grant made by Myriad Pharmaceuticals, Inc. (the “Company”), a Delaware corporation having a principal place of business in Salt Lake City, Utah, to the individual specified in the Notice of Grant of Stock Option and Option Agreement of the Company (the “Employee”).
STOCK PURCHASE AGREEMENT dated as of February 27, 2013 between MYREXIS, INC. and XSTELOS CORP. STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 10th, 2013 • Myrexis, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT is made and entered into as of February 27, 2013 (this “Agreement”) by and between Myrexis, Inc., a Delaware corporation (the “Company”), and Xstelos Corp., a Texas corporation (the “Investor”).
TAX SHARING AGREEMENTTax Sharing Agreement • May 29th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Tax Sharing Agreement (this “Agreement”) is entered into as of June , 2009 between Myriad Genetics, Inc., a Delaware corporation (“Myriad”), and Myriad Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Myriad (“MPI” and together with Myriad, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between Myriad and MPI (the “Separation Agreement”).
FORM OF VOTING AGREEMENT FOR HOLDERS OF COMPANY COMMON STOCKVoting Agreement • December 18th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of December 18, 2009, is made by and among Myriad Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Javelin Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock of the Company (the “Shares”).
AGREEMENT AND PLAN OF MERGER by and among MYRIAD PHARMACEUTICALS, INC., MPI MERGER SUB, INC., JAVELIN PHARMACEUTICALS, INC. and FREDERICK E. PIERCE, II Dated as of December 18, 2009Merger Agreement • December 18th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 18, 2009, by and among Myriad Pharmaceuticals, Inc., a Delaware corporation (“Parent”), MPI Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”), Javelin Pharmaceuticals, Inc. (the “Company”) and Frederick E. Pierce, II, as representative of the Company’s stockholders (the “Stockholder Representative”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between MYRIAD GENETICS, INC. and MYRIAD PHARMACEUTICALS, INC. Dated as of June 30, 2009Separation and Distribution Agreement • July 7th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (including all Exhibit and Schedules hereto, the “Agreement”), dated as of June 30, 2009, is entered into by and between Myriad Genetics, Inc., a Delaware corporation (“Myriad”), and Myriad Pharmaceuticals, Inc., a Delaware corporation (“MPI”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 hereof.
MYREXIS, INC. Executive Severance and Consulting AgreementExecutive Severance and Consulting Agreement • January 28th, 2013 • Myrexis, Inc. • Pharmaceutical preparations • Utah
THIS EXECUTIVE SEVERANCE AND CONSULTING AGREEMENT (this “Agreement”), by and between Myrexis, Inc., a Delaware corporation (the “Company”), and Andrea Kendell (the “Executive”), is made as of January 22. 2013.
MYREXIS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT TAX BENEFITS PRESERVATION RIGHTS AGREEMENT DATED AS OF MARCH 29, 2012Tax Benefits Preservation Rights Agreement • March 30th, 2012 • Myrexis, Inc. • Pharmaceutical preparations • Delaware
This Tax Benefits Preservation Rights Agreement (this “Agreement”), dated as of March 29, 2012, by and between Myrexis, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
MYRIAD PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Utah
THIS AGREEMENT is made and entered into by and between Myriad Pharmaceuticals, Inc. (hereinafter referred to as the “Company”), and (hereinafter referred to as “Employee”).
MYREXIS, INC. Separation AgreementSeparation Agreement • December 14th, 2011 • Myrexis, Inc. • Pharmaceutical preparations • Utah
THIS SEPARATION AGREEMENT (the “Agreement”), by and between Myrexis, Inc., a Delaware corporation (the “Company”) and Wayne Laslie (the “Executive”).
FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT BETWEEN MYREXIS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCShareholder Rights Agreement • March 30th, 2012 • Myrexis, Inc. • Pharmaceutical preparations • Delaware
This First Amendment to Shareholder Rights Agreement (the “Amendment”) is made as of this 29th day of March, 2012 by and between Myrexis, Inc. (f/k/a Myriad Pharmaceuticals, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement (as defined below).
AGREEMENTDirector Appointment Agreement • October 21st, 2011 • Myrexis, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (“this Agreement”) is made and entered into as of October 18, 2011, by and between Myrexis, Inc., a Delaware corporation (“Myrexis”), and Jason Aryeh, an individual residing in Greenwich, Connecticut (“Aryeh”).
FIRST AMENDMENT TO MYRIAD PHARMACEUTICALS, INC. Executive Severance and Change in Control AgreementExecutive Severance and Change in Control Agreement • June 9th, 2010 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to Myriad Pharmaceuticals, Inc. Executive Severance and Change in Control Agreement (this “Amendment”) is made and entered into this 3rd day of June, 2010, by and between Barbara Berry (the “Executive”) and Myriad Pharmaceuticals, Inc. (the “Company”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • November 9th, 2012 • Myrexis, Inc. • Pharmaceutical preparations • Utah
This Retention Bonus Agreement (the “Agreement”), entered into effective July 2, 2012, is by and between Andrea Kendell (“Executive”) and Myrexis, Inc. (“Company”), located at 305 Chipeta Way, Salt Lake City, Utah 84108.
AMENDMENT NO. 2 TO SUBLEASE AGREEMENT RESEARCH PARK BUILDING - PHASE VSublease Agreement • May 17th, 2010 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 2 TO SUBLEASE AGREEMENT (the “Second Amendment”) is made and entered into on February 19, 2010 by and between Myriad Genetics, Inc. (the “Landlord”) and Myriad Pharmaceuticals, Inc. (the “Tenant”).
AGREEMENTShareholder Agreement • October 21st, 2011 • Myrexis, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (“this Agreement”) is made and entered into as of October 18, 2011, by and among Myrexis, Inc., a Delaware corporation (“Myrexis”), MSMB Healthcare LP, a Delaware limited partnership (“Healthcare”), MSMB Healthcare Investors LLC, a Delaware limited liability company (“Investors”), MSMB Healthcare Management LLC, a Delaware limited liability company (“Management”) and MSMB Capital Management LLC, a Delaware limited liability company (“MSMB” and, collectively with Healthcare, Investors and Management, the “MSMB Parties”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 10th, 2010 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 10, 2010, by and among Myriad Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Javelin Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Innovative Drug Delivery Systems, Inc., a Delaware corporation (the “Subsidiary”). The Company and the Subsidiary are sometimes referred to individually as a “Borrower” and collectively as the “Borrowers.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 18, 2009, by and among Myriad Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Javelin Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Innovative Drug Delivery Systems, Inc., a Delaware corporation (the “Subsidiary”). The Company and the Subsidiary are sometimes referred to individually as a “Borrower” and collectively as the “Borrowers.”
FORM OF ESCROW AGREEMENTEscrow Agreement • December 18th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT, dated as of [ ], 2010 (this “Agreement”), is by and among Myriad Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Frederick E. Pierce, II, solely in his capacity as representative of the stockholders of Javelin Pharmaceuticals, Inc. (the “Stockholder Representative”), and American Stock Transfer and Trust Company (the “Escrow Agent”). Each capitalized term used in this Agreement but not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement (as defined below). Parent shall provide the Escrow Agent with a true and complete copy of the Merger Agreement for its records and reference.
MYREXIS, INC. Separation and Consulting AgreementSeparation and Consulting Agreement • May 11th, 2012 • Myrexis, Inc. • Pharmaceutical preparations • Utah
THIS SEPARATION AND CONSULTING AGREEMENT (this “Agreement”), by and between Myrexis, Inc., a Delaware corporation (the “Company”) and Robert J. Lollini (the “Executive”) is made as of May 11, 2012.
MYREXIS, INC.Letter Agreement • August 10th, 2012 • Myrexis, Inc. • Pharmaceutical preparations
This letter agreement is being executed and delivered in connection with a letter agreement of the same date by and among Myrexis, Inc. (“Myrexis” or “we”) and certain parties referred to therein collectively as the MSMB Parties (the “2012 Letter Agreement”), providing for the agreed-upon basis for any one or more of the MSMB Parties and you possibly to acquire shares in or other securities of Myrexis. The 2012 Letter Agreement amends a previous agreement dated as of October 18, 2011 by and among Myrexis and the MSMB Parties (the “2011 Agreement”), in connection with which we and you executed and delivered a letter agreement (the “2011 Letter Agreement”).
CONSULTING AGREEMENTConsulting Agreement • September 13th, 2010 • Myrexis, Inc. • Pharmaceutical preparations • Utah
This letter will serve as the agreement (the “Agreement”) between Myriad Pharmaceuticals, Inc. (“Myriad”), with a business address at 305 Chipeta Way, Salt Lake City, Utah 84108, and Barbara Berry (the “Consultant”), with a business address at [ADDRESS], that will cover the Consultant’s consulting services to assist Myriad in matters concerning human resources (the “Services”).
UNC/MYRIAD LICENSE AGREEMENTLicense Agreement • April 1st, 2009 • Myriad Pharmaceuticals, Inc. • North Carolina
UNC/MYRIAD LICENSE AGREEMENT (this “Agreement”), effective as of January 20, 2009 (the “Effective Date”), between THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL having an address at CB #4105, 308 Bynum Hall, Chapel Hill, NC (hereinafter referred to as “University”) and MYRIAD PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware and having an address at 320 Wakara Way, Salt Lake City, Utah 84108 (together with its Affiliates, hereinafter referred to as “Licensee”).
MYRIAD PHARMACEUTICALS, INC. NON-QUALIFIED OPTION AGREEMENTNon-Qualified Option Agreement • June 8th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement sets forth the terms of the Non-Qualified Option grant made by Myriad Pharmaceuticals, Inc. (the “Company”), a Delaware corporation having a principal place of business in Salt Lake City, Utah, to the individual specified in the Notice of Grant of Stock Option and Option Agreement (the “Participant”).
MARTIN SHKRELI c/o MSMB Capital Management LLCSettlement Agreement • October 21st, 2011 • Myrexis, Inc. • Pharmaceutical preparations
This letter agreement is being executed and delivered in connection with an Agreement of even date herewith by and among Myrexis, Inc. and certain parties referred to therein collectively as the MSMB Parties (the “Agreement”), setting forth the terms and conditions of settlement of all matters set forth in or arising out of the letter from MSMB Healthcare LP, to Myrexis, dated as of August 12, 2011, giving notice of its intention to conduct a proxy contest and nominating two individuals for election as Class II Directors of Myrexis at the 2011 Annual Meeting (the “Nomination Letter”). I may be deemed to be an Affiliate of the MSMB Parties. All terms used but not defined herein shall have the same meanings ascribed to them in the Agreement.
