Neorx Corp Sample Contracts

1 EXHIBIT 10.21 ---------------- REDACTED VERSION ---------------- ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 30th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
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FIRST AMENDMENT TO LEASE
Lease • March 30th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
TO
Preferred Stock Purchase Agreement • October 7th, 1997 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
RECITALS
Sublease Agreement • May 14th, 2001 • Neorx Corp • In vitro & in vivo diagnostic substances
SECURITIES PURCHASE AGREEMENT
Securities 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

RECITAL
Stock Purchase Agreement • June 12th, 1997 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
LEASE AGREEMENT
Lease 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”).

ALLOZYNE, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • California

Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.

TO
Agreement • October 7th, 1997 • Neorx Corp • In vitro & in vivo diagnostic substances
INVESTOR RIGHTS AGREEMENT
Investor 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”).

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 AGREEMENT
Securities 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change 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.

PONIARD PHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENT
Key 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”).

To
Distribution and Supply Agreement • May 13th, 1997 • Neorx Corp • In vitro & in vivo diagnostic substances • New York
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of NEORX CORPORATION
Common Stock Purchase Warrant • 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).

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PONIARD PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT
Change 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 AGREEMENT
Indemnification 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”).

UNDERWRITING AGREEMENT
Underwriting 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.”

PONIARD PHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENT (VP)
Severance Agreement • August 14th, 2006 • Poniard Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances

This Key Executive Severance Agreement (VP) (this “Agreement”), dated as of July 24, 2006, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 10, the “Company”), and Alan B. Glassberg, M.D. (the “Executive”).

SUBORDINATION AGREEMENT
Subordination Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Subordination Agreement is made as of June 25, 2009 by and between the undersigned (collectively, the “Creditor”), and Comerica Bank (“Bank”).

LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and ALLOZYNE, INC. a Delaware corporation
License Agreement • October 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This License Agreement is entered into and made effective as of this 25th day of June, 2010 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and ALLOZYNE, INC., a Delaware corporation (“Licensee”), each located at the respective address set forth in Section 14.15 below, with respect to the facts set forth below. TSRI and Licensee may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Contract
Poniard Pharmaceuticals, Inc. • October 31st, 2006 • In vitro & in vivo diagnostic substances • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL TO TRANSFEROR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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