1 EXHIBIT 4.1 NEORX CORPORATION SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT, dated as of April __, 2000, between NeoRx Corporation, a Washington corporation (the "Company"), and the purchaser listed on Schedule A attached hereto (the...Share Purchase Agreement • April 24th, 2000 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
1 EXHIBIT 10.21 ---------------- REDACTED VERSION ---------------- ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
LICENSE AGREEMENT THIS license agreement (hereinafter "LICENSE") is made between THE DOW CHEMICAL COMPANY (hereinafter "DOW" or a "Party"), a corporation duly formed and existing under the laws of the State of Delaware, having a place of business at...License Agreement • November 15th, 1999 • Neorx Corp • In vitro & in vivo diagnostic substances • Delaware
FIRST AMENDMENT TO LEASELease • March 30th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
1 EXHIBIT 10.25 NEORX CORPORATION NONQUALIFIED STOCK OPTION LETTER AGREEMENT NOVEMBER 16, 2000 TO: DOUGLASS GIVEN We are pleased to inform you that you have been granted a nonqualified stock option under the NeoRx Corporation Restated 1994 Stock...Nonqualified Stock Option Agreement • March 30th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
RECITALSSublease Agreement • May 14th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
1 Exhibit 99.1 FORM OF SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of January __, 1996 by and among NEORX CORPORATION, a Washington corporation, with headquarters located 410 West Harrison, Seattle, WA...Securities Purchase Agreement • February 7th, 1996 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
1 EXHIBIT 10.8 Amendment Four to Consulting Agreement WHEREAS, this Amendment Four to Consulting Agreement is effective July 1, 2000, and is made between NEORX CORPORATION, 410 West Harrison Street, Seattle, Washington 98119, and DR. FRED CRAVES, 215...Consulting Agreement • March 30th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
1 Exhibit 99.2 FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of January __, 1996 by and among NEORX CORPORATION, a Washington corporation, with headquarters located at 410 West Harrison, Seattle, WA...Registration Rights Agreement • February 7th, 1996 • Neorx Corp • In vitro & in vivo diagnostic substances • New York
TOPreferred Stock Purchase Agreement • October 7th, 1997 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2005 • Neorx Corp • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2005, among NeoRx Corporation, a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
TOCollaboration Agreement • October 7th, 1997 • Neorx Corp • In vitro & in vivo diagnostic substances
REDACTED VERSION ---------------- SUBLICENSE AGREEMENT This License Agreement ("Agreement"), is made and entered into this 15th day of May, 1997 ("Effective Date"), by and betweenSublicense Agreement • May 14th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
REDACTED VERSION CREDIT FACILITY AGREEMENT THIS AGREEMENT, dated February 3, 2000, is made by and between NeoRx Corporation ("NR") and Pharmaceutical Product Development, Inc. ("PPD"). W I T N E S S E T H WHEREAS, NR has requested a Five Million...Credit Facility Agreement • May 9th, 2000 • Neorx Corp • In vitro & in vivo diagnostic substances • North Carolina
RECITALStock Purchase Agreement • June 12th, 1997 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
LEASE AGREEMENTLease Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 14th day of November, 2007, between ARE-SEATTLE NO. 14, LLC, a Delaware limited liability company (“Landlord”), and ALLOZYNE INC., a Delaware corporation (“Tenant”).
1 Exhibit 4.3 NEORX CORPORATION SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT, dated as of August 23, 2000, between NeoRx Corporation, a Washington corporation (the "Company"), and the purchaser listed on Schedule A attached hereto (the...Share Purchase Agreement • September 8th, 2000 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
REDACTED VERSION ---------------- [LETTER HEAD OF CR STRATEGIES] MASTER SERVICE AGREEMENTMaster Service Agreement • May 14th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
ContractWarrant Agreement • December 10th, 2003 • Neorx Corp • In vitro & in vivo diagnostic substances • New York
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2005 • Neorx Corp • In vitro & in vivo diagnostic substances
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 3, 2005, by and among NeoRx Corporation, a Washington corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 10th, 2003 • Neorx Corp • In vitro & in vivo diagnostic substances • New York
This Agreement is being entered into pursuant to the Preferred Stock and Warrant Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).
AMENDMENT NO. 4License Agreement • March 30th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
COMMON STOCK PURCHASE AGREEMENT Dated as of December 20, 2010 by and between PONIARD PHARMACEUTICALS, INC. and SMALL CAP BIOTECH VALUE, LTD.Common Stock Purchase Agreement • December 21st, 2010 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 20th day of December 2010 (this “Agreement”), by and between Small Cap Biotech Value, Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Investor”), and Poniard Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Washington (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2004 • Neorx Corp • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 20, 2004 by and between NeoRx Corporation, a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 16th, 2009 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amended and Restated Change of Control Agreement (this “Agreement”), dated as of February 24, 2009, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 13 hereof, the “Company”), and CHENI KWOK (the “Executive”) to reflect amendments made in December, 2008.
1 EXHIBIT 10.25 AMENDMENT NO. 1 TO CONSULTING AGREEMENT This amendment is made effective as of May 9, 1995, by and between NeoRx Corporation, 410 West Harrison, Seattle, Washington 98119, and Dr. Fred Craves, 215 Laurel Grove, Kentfield, California...Consulting Agreement • March 27th, 1996 • Neorx Corp • In vitro & in vivo diagnostic substances
PONIARD PHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENTKey Executive Severance Agreement • February 11th, 2010 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
This Key Executive Severance Agreement (this “Agreement”), dated as of February 5, 2010, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 10 hereof, the “Company”), and Michael S. Perry, DVM, Ph.D. (the “Executive”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of NEORX CORPORATIONSecurity Agreement • March 7th, 2005 • Neorx Corp • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, , or its registered 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 September 3, 2005 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeoRx Corporation, a Washington corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.02 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
1 EXHIBIT 10.20 NEORX CORPORATION NONQUALIFIED STOCK OPTION LETTER AGREEMENT DECEMBER 19, 2000Nonqualified Stock Option Agreement • March 30th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
EXHIBIT 10.38 NEORX CORPORATION KEY EXECUTIVE SEVERANCE AGREEMENT This Key Executive Severance Agreement (this "Agreement"), dated and effective as of _____________, ______, is between NEORX CORPORATION, a Washington corporation (the "Company"), and...Severance Agreement • March 25th, 1999 • Neorx Corp • In vitro & in vivo diagnostic substances
EXHIBIT 10.37 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (this "Agreement"), dated as of _____________, ____, is entered into by and between NEORX CORPORATION, a Washington corporation (the "Company"), and ________________ (the...Change of Control Agreement • March 25th, 1999 • Neorx Corp • In vitro & in vivo diagnostic substances
PONIARD PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 11th, 2010 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
This Change of Control Agreement (this “Agreement”), dated as of February 5, 2010, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 13 hereof, the “Company”), and Michael S. Perry, DVM, Ph.D. (the “Executive”).
PONIARD PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 13th, 2009 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
This Indemnification Agreement (this “Agreement”), dated as of July 7, 2009, is entered into by and between Poniard Pharmaceuticals, Inc., a Washington corporation (the “Company”), and Gary A. Lyons (“lndemnitee”).
1 EXHIBIT 10.23 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, having an effective date of December 19, 2000, is made between NEORX CORPORATION (hereinafter referred to as "NeoRx"), 410 West Harrison, Seattle, Washington 98119, and CARL S....Consulting Agreement • March 30th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2007 • Poniard Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
Poniard Pharmaceuticals, Inc., a Washington Corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 10,302,905 shares (the “Firm Shares”) of the Company’s common stock, $0.02 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,545,436 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
