REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2018 • IMMUTEP LTD • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 18, 2018, between Immutep Limited, an Australian corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PRIMA BIOMED LTD AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2012Deposit Agreement • April 2nd, 2012 • Prima BioMed LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of , 2012 among PRIMA BIOMED LTD, a company incorporated under the laws of the Commonwealth of Australia (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Holders (as hereinafter defined) from time to time of American Depositary Shares (as hereinafter defined) issued hereunder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 19th, 2018 • IMMUTEP LTD • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of December 18, 2018, is between Immutep Limited, of Level 12, 95 Pitt Street, Sydney 2000, New South Wales, Australia, an Australian public company incorporated under the laws of the Commonwealth of Australia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
Mr. Marc Voigt Chief Executive Officer Prima BioMed Ltd Level 12, 95 Pitt Street, Sydney, 2000 New South Wales, Australia Dear Marc:Placement Agent Agreement • June 29th, 2017 • Prima BioMed LTD • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Prima BioMed Ltd (the “Company”), that Maxim shall serve as the lead placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered American Depositary Shares (the “ADSs”), each evidencing one hundred Ordinary Shares of the Company (the “Ordinary Shares”) and Warrants to purchase ADSs. The terms of the Placement and the ADSs and warrants shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any ADSs or Warrants or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement shall be col
McCabe Terrill Lawyers Pty Limited ACN 122 850 033 130 Elizabeth Street (Level 14) Sydney NSW 2000 GPO Box 235 Sydney NSW 2001 DX 145 Sydney T +61 2 9261 1211 F +61 2 9261 2336 W www.mccabeterrill.com.auEmployment Agreement • February 13th, 2012 • Prima BioMed LTD • Pharmaceutical preparations • New South Wales
B The Company has agreed to employ the Employee, and the Employee has agreed to serve the Company as an employee, on the terms and conditions of this agreement.
AMERICAN DEPOSITARY SHARES PURCHASE WARRANT IMMUTEP LIMITEDWarrant Agreement • December 19th, 2018 • IMMUTEP LTD • Pharmaceutical preparations
THIS AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the effective date of a registration statement covering the resale of all of the Warrant Shares underlying the ADSs issuable upon exercise of this Warrant (the “Termination Date”; provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day), but not thereafter, to subscribe for and purchase from Immutep Limited, an Australian public company incorporated under the laws of the Commonwealth of Australia (the “Company”), up to ______ American Depositary Shares (“ADSs”), each ADS representing 100 ordinary shares, no par value, of t
ContractCollaborative Research Agreement • February 13th, 2012 • Prima BioMed LTD • Pharmaceutical preparations • New South Wales
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • February 13th, 2012 • Prima BioMed LTD • Pharmaceutical preparations • New South Wales
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED....Cooperation Agreement • December 3rd, 2012 • Prima BioMed LTD • Pharmaceutical preparations
This Project is to take place in member states of the European Union and non-EU states in Europe. The Project is part of a global multi-center phase 2/3 clinical trial of CVacTM -titled as “CANVAS”- sponsored by Prima BioMed Ltd., Australia. Prima is the legal representative of the Sponsor according to § 40 Para 1 No. 1 German Drug Act (Arzneimittelgesetz- AMG) and the coordinating Partner for the Project.
Consulting AgreementConsulting Agreement • February 13th, 2012 • Prima BioMed LTD • Pharmaceutical preparations • New York
This Agreement (“Agreement”) is by and between Prima Biomed USA Inc., including its affiliates and subsidiaries, having its principal office at 415 East 37th Street, Suite 7D, New York, NY 10016 (hereinafter collectively referred to as Company) and Sharron Gargosky, PhD, at 2833 NW Cumberland Rd, Portland, OR 97210 (hereinafter referred to as Consultant).
Mallesons Stephen Jaques Standby Subscription Agreement DATED Prima Biomed Limited (ACN 009 237 889) (“Company”) Fortrend Securities Pty Ltd (“Fortrend Securities”) for itself and as agent for the Subscriber Mallesons Stephen Jaques Level 50 Bourke...Standby Subscription Agreement • February 13th, 2012 • Prima BioMed LTD • Pharmaceutical preparations • Victoria
Dated 01 April 2011 PRIMA BIOMED LTD (ABN 90 009 237 889) And CELL THERAPIES PTY LTD (ABN 15 100 285 916) MASTER SERVICES AGREEMENTMaster Services Agreement • October 3rd, 2012 • Prima BioMed LTD • Pharmaceutical preparations • Victoria
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • October 30th, 2015 • Prima BioMed LTD • Pharmaceutical preparations • Oregon
This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Prima Biomed Ltd., an Australian limited company (the “Employer”), on behalf of itself, its subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), and Sharron Gargosky (the “Employee”) (the Employer and the Employee are collectively referred to herein as the “Parties”) as of September 18, 2015 (the “Execution Date”).
AMENDMENT TO THE EXECUTIVE- AND BUSINESS MANAGER EMPLOYMENT CONTRACT between Prima BioMed GmbH, Leipzig, Local Court Leipzig HRB 27135 (the “Company”) and Marc Voigt (the “Managing Director” or “Mr. Voigt”) (the Company and the Managing Director...Executive- And Business Manager Employment Contract • October 3rd, 2016 • Prima BioMed LTD • Pharmaceutical preparations
Subscription Agreement Prima Biomed Ltd Ridgeback Capital Investments L.P.Subscription Agreement • October 30th, 2015 • Prima BioMed LTD • Pharmaceutical preparations • New South Wales
Executive- and Business Manager Employment Contract Between Prima Biomed GmbH Deutscher Platz 5E 04103 Leipzig (hereinafter, known as “Corporation”) And Mr. Marc Voigt Stubenrauchstr. 49 12161 Berlin (hereinafter, known as “Mr. Voigt” or...Executive Employment Contract • October 3rd, 2012 • Prima BioMed LTD • Pharmaceutical preparations
SUPPLY, DISTRIBUTION AND LICENSING AGREEMENTSupply, Distribution and Licensing Agreement • September 24th, 2014 • Prima BioMed LTD • Pharmaceutical preparations • England
This Supply, Distribution and Licensing Agreement dated as of 19 February 2014 (“Effective Date”) is entered into between Prima BioMed Ltd., a corporation incorporated under the laws of Australia with its principal place of business at Level 7,151 Macquarie Street, Sydney NSW, 2000, Australia (“Prima BioMed”), and Neopharm Ltd., a corporation incorporated under the laws of Israel, with registered offices at 6 Hashiloach st Kiryat Matalon, Petach Tikva, Israel (“Neopharm”). “Parties” shall mean Prima BioMed and Neopharm, and “Party” shall mean either of Prima BioMed or Neopharm, as the context requires.
Executive employment agreementExecutive Employment Agreement • October 30th, 2013 • Prima BioMed LTD • Pharmaceutical preparations • New South Wales
BETWEEN: Prima BioMed Ltd a company incorporated in the state of NSW and having its registered office at Level 7, 151 Macquarie Street, Sydney NSW 2000 (Company)
ContractTransition Services Agreement • September 24th, 2014 • Prima BioMed LTD • Pharmaceutical preparations
[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2013 • Prima BioMed LTD • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”), effective as of September 1, 2012 (the “Effective Date”), is made by and between Prima Biomed Ltd., an Australian limited company, with its current principal place of business located at Level 7, 151 Macquarie St, Sydney 2000 NSW Australia (“PRIMA”), and Matthew Lehman (“Employee”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • September 24th, 2014 • Prima BioMed LTD • Pharmaceutical preparations • California
THIS Separation Agreement and Release (this “Agreement”) is made by and between Matthew Lehman (the “Employee”), and Prima Biomed Ltd., an Australian limited company (the “Company”).
ContractManufacturing Agreement • February 13th, 2012 • Prima BioMed LTD • Pharmaceutical preparations • Victoria
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Level 7, 151 Macquarie Street Sydney NSW 2000 AustraliaExecutive Employment Agreement • October 30th, 2013 • Prima BioMed LTD • Pharmaceutical preparations
This variation is effective from Friday 1 February 2013, with your increased Remuneration (from going from 3 days to 5 days per week) backdated to this date. Your new Remuneration will start being paid to you from the next payroll run, with any back pay backdated to 1 February 2013 paid on this day as well.
Level 7, 151 Macquarie Street Sydney NSW 2000 AustraliaExecutive Employment Agreement • October 30th, 2015 • Prima BioMed LTD • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Clinical Trial Collaboration and Supply Agreement • October 25th, 2021 • IMMUTEP LTD • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), is entered into as of March 15, 2021 (the “Effective Date”), by and among MSD International GmbH (“MSDIG”), MSD International Business GmbH (“MSDIB”, and together with MSDIG, “MSD”), [***], and Immutep Limited, having a place of business at Level 12, 95 Pitt Street, Sydney, NSW, Australia 2000 (“Company”). MSD and Company are each referred to herein individually as “Party” and collectively as “Parties”.
Level 7, 151 Macquarie Street Sydney NSW 2000 AustraliaExecutive Employment Agreement • September 24th, 2014 • Prima BioMed LTD • Pharmaceutical preparations
ContractResearch and Development Partnership Agreement • February 13th, 2012 • Prima BioMed LTD • Pharmaceutical preparations
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
INDICATES CONFIDENTIAL MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST FOR CONFIDENTIAL TREATMENT. CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT by...Clinical Trial Collaboration and Supply Agreement • October 19th, 2018 • IMMUTEP LTD • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), is entered into as of March 12, 2018 (the “Effective Date”), by and between Merck Sharp & Dohme B.V., having a place of business at Waarderweg 39, 2031 BN Haarlem, Netherlands (“MSDBV”), MSD International GmbH, having a place of business at Weystrasse 20, 6000 Luzern 6, Switzerland (“MSDIG”, and, collectively with MSDBV, “Merck”), and Immutep Limited, having a place of business at Level 12, 95 Pitt Street, Sydney, NSW, Australia 2000 (“Company”). Merck and Company are each referred to herein individually as “Party” and collectively as “Parties”.
Mr Marc Voigt Managing Director and Chief Executive Officer Prima BioMed LimitedExecutive Employment Agreement • October 3rd, 2016 • Prima BioMed LTD • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2012 • Prima BioMed LTD • Pharmaceutical preparations • North Carolina
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of June 1, 2011 (the “Effective Date”), is made by and between PRIMA BIOMED USA, INC., a Delaware corporation, with its principal place of business located at 2500 Regency Parkway, Cary, NC 27518 USA (“PRIMA”), and SHARRON GARGOSKY, PHD, with a current principal residence of 2833 NW Cumberland Rd, Portland, OR 97210 USA (“Employee”).
ContractShare Sale Agreement • October 30th, 2015 • Prima BioMed LTD • Pharmaceutical preparations • New South Wales
Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***] or [---]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
ContractTermination Agreement • October 30th, 2013 • Prima BioMed LTD • Pharmaceutical preparations • Alberta
SERVICE AGREEMENT The CFO Solution HQ Pty Ltd and Prima Biomed LimitedService Agreement • February 13th, 2012 • Prima BioMed LTD • Pharmaceutical preparations • Victoria
Employment Agreement Prima Biomed Limited ACN 009 237 889 Ian Edward BangsEmployment Agreement • February 13th, 2012 • Prima BioMed LTD • Pharmaceutical preparations • New South Wales
B The Company has agreed to employ the Employee, and the Employee has agreed to serve the Company as an employee, on the terms and conditions of this agreement.
SUB-LICENSE, LICENSE AND ASSET PURCHASE AGREEMENT by and between PRIMA BIOMED LTD and SYDYS CORPORATION Dated as of 11 / 12 May 2016Sub-License, License and Asset Purchase Agreement • October 3rd, 2016 • Prima BioMed LTD • Pharmaceutical preparations • New York
This Sub-License, License and Asset Purchase Agreement (this “Agreement”) is made and entered into as of 11/12 May 2016 (the “Effective Date”), by and among Prima Biomed Ltd ACN 009 237 889 (“Seller”), an Australian corporation listed on the Australian Securities Exchange and on the NASDAQ in the US, and Sydys Corporation, a Nevada corporation listed on the OTC Market under the symbol SYYC (“Purchaser”). Seller and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”
