MultiVir Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2015 between MultiVir Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.

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MultiVir Inc. [ ] Shares Common Stock (par value $0.001 per share) Underwriting Agreement
Underwriting Agreement • May 4th, 2015 • MultiVir Inc. • Pharmaceutical preparations • New York

MultiVir Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, [ ] shares of common stock, par value $0.001 per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriter shall mean either the singular or plural as the context requires. Cer

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MULTIVIR INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Texas

This Employment Agreement (the “Agreement”) is entered into by and between MultiVir Inc. (the “Company”), and Max W. Talbott, PhD (“Executive”) as of the date the Company and Executive have each executed this Agreement, as set forth below. The terms of this Agreement will become effective as of the earlier of (a) the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, with respect to any class of the Company’s securities, or (b) the consummation of the financing of the Company in a private placement of the securities of the Company in an amount of $30 million or more (each a “Trigger Event”, and the date the first Trigger Event occurs, the “Effective Date”). If a Trigger Event is not consummated prior to June 30, 2015, this Agreement shall be null and void.

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CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PATENT AND TECHNOLOGY LICENSE AGREEMENT
Patent and Technology License Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Texas

THIS AGREEMENT (“AGREEMENT”) is made by and between the BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, THE UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER (“MDA”), a component institution of the SYSTEM and INTRON THERAPEUTICS, INC., a Texas corporation having a principal place of business located at 301 Congress, Suite 2025, Austin, Texas 78701 (“LICENSEE”).

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CONFIDENTIALTREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • April 23rd, 2015 • MultiVir Inc. • Pharmaceutical preparations • Washington

This Exclusive License Agreement (this “Agreement”) is made as of this 19th day of July, 1999 (the “Effective Date”) by and between Introgen Therapeutics, Inc., a Texas corporation having its principal place of business at 301 Congress Avenue, Suite 1850, Austin, Texas 78701 (“Introgen”), Corixa Corporation, a Delaware corporation having its principal place of business at 1124 Columbia Street, Suite 200, Seattle, Washington 98104 (the “Company”), and Chinook Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“Chinook,” and, collectively with the Company, “Corixa”).

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CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION NON-EXCLUSIVE LICENSE AGREEMENT by and between MERCK SHARP & DOHME CORP. and P53 INC.
Non-Exclusive License Agreement • April 23rd, 2015 • MultiVir Inc. • Pharmaceutical preparations • New Jersey

This Non-Exclusive License Agreement (this “Agreement”), effective as of the date of last signature hereto (the “Effective Date”), is entered into by and between MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey, having a place of business at One Merck Drive, P.O. Box 100, Whitehouse Station, New Jersey 08889 (“Merck”) and P53 INC., a corporation organized and existing under the laws of Delaware, having a place of business at 2000 Edwards Street, Houston, TX 77007 (“P53”).

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CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 23rd, 2015 • MultiVir Inc. • Pharmaceutical preparations • Texas

THIS ASSET PURCHASE AGREEMENT is made as of this 6th day of November, 2009, by and among INTROGEN THERAPEUTICS, INC., a Delaware corporation (“Introgen Therapeutics”) and INTROGEN TECHNICAL SERVICES, INC., a Delaware corporation (“Introgen Services”), as debtors and debtors-in-possession (each a “Seller” and together “Sellers”), and POPE INVESTMENTS II LLC, a Delaware limited liability company (“Buyer”).

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CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FIRST AMENDMENT TO THE LICENSE AND EXCLUSIVE LICENSE OPTION AGREEMENT
License Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations

This Amendment (“Amendment”) to the Exclusive License and License Option Agreement, (hereinafter, the “Agreement”), executed this 15th day of May 2012, is made and entered into by and between SAINT LOUIS UNIVERSITY, a Missouri nonprofit corporation (“University”) and VIRRX, INC, a Delaware corporation (“Licensee”). The effective date of this Amendment shall be May 15th, 2012.

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AMENDMENT NO. 1 TO THE PATENT AND TECHNOLOGY LICENSE AGREEMENT
Patent and Technology License Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Texas

This is AMENDMENT NO. 1 effective this 1st day of September, 1996, (“EFFECTIVE AMENDMENT NO. 1 DATE”) to the Patent and Technology License Agreement dated July 20, 1994 (hereinafter referred to as the “AGREEMENT”), by and between THE UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER (hereinafter referred to as “MDA”), located at Houston, Texas, and which is a component institution of THE UNIVERSITY OF TEXAS SYSTEM (hereinafter referred to as “SYSTEM”) which is governed by a BOARD OF REGENTS (hereinafter referred to as “BOARD”) and INTROGEN THERAPEUTICS, INC,. located at 301 Congress Avenue, Suite 1850, Austin, Texas 78701 (hereinafter referred to as “LICENSEE”).

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MULTIVIR, INC. CREDIT FACILITY AGREEMENT
Credit Facility Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Delaware

This Credit Facility Agreement, dated effective as of December 4, 2014 (the “Effective Date”) is entered into by and among MultiVir, Inc., a Delaware corporation (the “Company”), and the Lender set forth on the signature page hereto (the “Lender”).

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NOTE CONVERSION AGREEMENT
Note Conversion Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Delaware

This NOTE CONVERSION AGREEMENT (the “Agreement”) is made as of December 4, 2014, by and between MultiVir, Inc., a Delaware corporation (the “Company”), and Pope Investments II, LLC (the “Investor”).

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CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION P53 Inc. Option Agreement MGH Case No. 1289 Agreement No. A216775
Option Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Massachusetts

This Option Agreement (“Agreement”) is made and entered into as of the 28th day of May, 2013 (“Effective Date”) by and between P53 Inc., a Delaware corporation whose principal place of business is located at 2000 Edwards Street, Houston, TX 77007 (“Company”), and The General Hospital Corporation, a not-for-profit Massachusetts corporation, d/b/a Massachusetts General Hospital (“Hospital”), whose headquarters is located at Fruit Street, Boston, Massachusetts 02114 (each a “Party” and collectively, the “Parties”).

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Contract
Promissory Note • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Delaware

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. IT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 2 TO THE PATENT AND TECHNOLOGY LICENSE AGREEMENT
Patent and Technology License Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Texas

This is AMENDMENT NO. 2 effective this 8 day of August, 1997, (“EFFECTIVE AMENDMENT NO. 2 DATE”) to the Patent and Technology License Agreement dated July 20, 1994, as amended by that certain Amendment No. 1 effective September 1, 1996 (HEREINAFTER REFERRED TO AS THE “FIRST AMENDED AGREEMENT), by and between THE UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER (hereinafter referred to as “MDA”), located at Houston, Texas, and which is a component institution of THE UNIVERSITY OF TEXAS SYSTEM (hereinafter referred to as “SYSTEM”) which is governed by a BOARD OF REGENTS (hereinafter referred to as “BOARD”) and INTROGEN THERAPEUTICS, INC., located at 301 Congress Avenue, Suite 1850, Austin, Texas 78701 (hereinafter referred to as “LICENSEE”).

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MultiVir,Inc. (formerly P53 Inc.) Option Agreement Second Extension MGH Case No. 1289 Agreement No. A216775
Option Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations

The parties to that certain Option Agreement effective as of May 28, 2013 extend by a first extension executed on or about May 28, 2014, hereby agree that pursuant to Article 1.2 therein, to extend the Option granted to p53, Inc., now known as MultiVir, Inc., a Delaware corporation, for a period of six months from November 28, 2014.

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Technology Transfer Office
License Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Missouri

This Agreement (the “Agreement”) is made effective as of this 1st day of March 2002 (“the Effective Date”) between the Saint Louis University, a nonprofit academic institution incorporated in the State of Missouri, having a business office located at Health Sciences Center, 3556 Caroline Street, Room C-110, St. Louis, Missouri 63104 (hereinafter “University”) and VirRx, Inc., a Delaware corporation, having its principal place of business at 1609 Adgers Wharf Drive, St. Louis, Missouri 63017 (hereinafter “Licensee”) (also referred to herein individually as the “Party” and collectively as the “Parties”).

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Contract
Evaluation Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • New Jersey
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Contract
Exclusive License Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Washington

This amendment corrects a technical error where the reference to Section 4.4 as set forth below was incorrectly 4.2 in the original document.

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CONFIDENTIALTREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SECOND AMENDMENT TO THE AMENDED AND RESTATED RESEARCH AND LICENSE AGREEMENT
Research and License Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • New York

This Amendment to the Amended and Restated Research and License Agreement, is hereinafter referred to as the “Second Amendment”.

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CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION P53 Inc. Option Agreement Extension MGH Case No. 1289 Agreement No. A216775
Option Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations

The parties to that certain Option Agreement effective as of May 28th, 2013, hereby agree that pursuant to Article, 1.2 therein, to extend the Option granted to p53, Inc., now known as MultiVir, Inc., a Delaware corporation, for a period of six months from May 28, 2014. Accordingly, MultiVir’s Option shall expire on November 28, 2014.

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CONFIDENTIALTREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MASTER PRECLINICAL STUDY AGREEMENT
Master Preclinical Study Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Texas

This MASTER PRECLINICAL STUDY AGREEMENT (this “Master Agreement”) is effective March 6, 2008,(the “Effective Date”), between Introgen Therapeutics, Inc. (“Introgen”), and The University of Texas M. D. Anderson Cancer Center (“Institution”), a member institution of The University of Texas System (“System”). Based upon the Background below and in consideration of the mutual promises herein and the benefits hereunder, the parties agree as follows:

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CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MILESTONE EXTENSION AGREEMENT COLUMBIA UNIVERSITY – CORIXA – CHINOOK – INTROGEN...
Milestone Extension Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations

This Milestone Extension Agreement (the “Agreement”) is effective as of November 12, 2001, and is by and among: the Trustees of Columbia University in the City of New York, New York (“Columbia”); Corixa Corporation, 1124 Columbia Street, Suite 200, Seattle, Washington 98104 (“Corixa”), the successor-in-interest to Chinook Corporation, 1124 Columbia Street, Suite 200, Seattle, Washington 98104 (prior to direct merger into Corixa effective in December, 2000, a wholly owned subsidiary of Corixa, and a successor by merger to GenQuest, Inc.) (“Chinook”); and Introgen Therapeutics, 301 Congress Avenue, Suite 1850, Austin, Texas 78701 (“Introgen”).

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SAINT LOUIS UNIVERSITY LABORATORY SERVICES AGREEMENT
Laboratory Services Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Missouri

THIS LABORATORY SERVICES AGREEMENT (“Agreement”) is made effective as of December 3, 2012 (“Effective Date”) by and between VirRx, Inc., having a principal place of business at 1609 Adgers Wharf Drive (“Company”) and Saint Louis University, a Missouri benevolent corporation having its principal place of business located at 221 North Grand Boulevard, St. Louis, Missouri 63103 (“SLU” or “Laboratory”). Company and Laboratory are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION Evaluation and Option Agreement Between Queen Mary University of London And MultiVir...
Evaluation and Option Agreement • February 9th, 2015 • MultiVir Inc. • Pharmaceutical preparations
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