NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 5th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
Exhibit 10.67 March 23, 1998 Mr. Paul Goldstein Senior Director Finance, Controller ImClone Systems, Inc. 22 Chubb Way Somerville, NJ 08876 Dear Mr. Goldstein FINOVA Technology Finance, Inc. ("Lessor") is pleased to offer to lease the Equipment...Lease Agreement • August 13th, 1998 • Imclone Systems Inc/De • Biological products, (no disgnostic substances)
FINOVA Technology Finance, Inc. ("Lessor") is pleased to offer to lease the Equipment described below to ImClone Systems, Inc. ("Lessee").
RIGHTS AGREEMENTRights Agreement • February 19th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.91 SEPARATION AGREEMENT (SAMUEL D. WAKSAL) SEPARATION AGREEMENT, dated as of May 22, 2002 ("Agreement"), between IMCLONE SYSTEMS INCORPORATED, a Delaware corporation (the "Company"), and SAMUEL D. WAKSAL (the "Executive"). Capitalized terms...Separation Agreement • August 14th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
andIndenture • March 30th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
IMCLONE SYSTEMS INCORPORATED 180 VARICK STREET NEW YORK, NEW YORK 10014 September 19, 2001Acquisition Agreement • September 28th, 2001 • Imclone Systems Inc/De • Biological products, (no disgnostic substances)
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASERStock Purchase Agreement • August 14th, 2001 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
Exhibit (d)(2) STOCKHOLDER AGREEMENT dated as of September 19, 2001 among BRISTOL-MYERS SQUIBB COMPANY, BRISTOL-MYERS SQUIBB BIOLOGICS COMPANY and IMCLONE SYSTEMS INCORPORATED TABLE OF CONTENTSStockholder Agreement • September 28th, 2001 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
Exhibit 10.75 EXCHANGE AGREEMENT EXCHANGE AGREEMENT, dated as of April 15, 1996 (this "Agreement"), among the parties listed as Lenders on the signature page hereof (collectively, the "Lenders") and ImClone Systems Incorporated, a Delaware corporation...Exchange Agreement • March 28th, 1997 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
iii) 500 vials with February/2000 expiry dating to be shipped to Merck for the SILVA Trial as soon as possible, but in no event later than four (4) months, following written notice from Merck to PMC, according to PMC's shipping procedures and labelled...Supply Agreement • November 2nd, 1999 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • Ontario
RECITALSStock Purchase Agreement • November 14th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
Exhibit (d)(8) EMPLOYMENT AGREEMENT AGREEMENT, dated as of September 19, 2001, by and between ImClone Systems Incorporated, a Delaware corporation (the "Company"), and Daniel S. Lynch ("Executive"). IN CONSIDERATION of the premises and the mutual...Employment Agreement • September 28th, 2001 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
Exhibit 4.6 PREFERRED STOCK PURCHASE AGREEMENT PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of December 3, 1997 by and between ImClone Systems Incorporated, a Delaware corporation, with a principal place of business at 180 Varick...Preferred Stock Purchase Agreement • March 31st, 1998 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • Delaware
1 Exhibit 1.1 2,875,000 SHARES IMCLONE SYSTEMS INCORPORATED COMMON STOCK, $.001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 1999 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
July 1, 1998 ImClone Systems Incorporated 180 Varick Street New York, New York 10014 Attention: Dr. Harlan Waksal Dear Sir: Engagement Agreement This letter agreement (this "Agreement") confirms the understanding between ImClone Systems Incorporated,...Engagement Agreement • March 31st, 1999 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
1 4 if any, and interest on the Notes to the prior payment in full of all Senior Indebtedness, as defined in the Indenture, and provisions giving the holder of this Note the right to convert this Note into Common Stock of the Company on the terms and...Note • March 30th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances)
CONFIDENTIAL TREATMENT REQUESTED DEVELOPMENT AND LICENSE AGREEMENT This Development and License Agreement (this "Agreement"), dated the 14th day of December, 1998, by and between: ImClone Systems Incorporated, a Delaware corporation, having an address...Development and License Agreement • January 11th, 1999 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
BETWEENAgreement of Sale and Purchase • August 14th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New Jersey
EXHIBIT 10.90 - ORIGINAL EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 1, 2002 by and between ImClone Systems Incorporated, a Delaware corporation (the "Company") and Clifford R. Saffron ("Executive"). IN CONSIDERATION of the premises and the...Employment Agreement • August 14th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
COLLABORATIVE RESEARCH AND LICENSE AGREEMENTCollaborative Research and License Agreement • February 12th, 1998 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • California
Exhibit 10.66 Amendment of December 1997 to the Research and License Agreement between ImClone Systems Incorporated and Merck KGaA WHEREAS ImClone Systems (hereinafter "ImClone") and Merck KGaA (hereinafter "Merck" ) are parties to a Research and...Research and License Agreement • March 31st, 1998 • Imclone Systems Inc/De • Biological products, (no disgnostic substances)
RIGHTS AGREEMENT dated as of February 15, 2002 between IMCLONE SYSTEMS INCORPORATED and EQUISERVE TRUST COMPANY, N.A., as Rights AgentRights Agreement • May 4th, 2006 • Imclone Systems Inc • Biological products, (no disgnostic substances) • Delaware
REGISTRATION RIGHTS AGREEMENT by and among IMCLONE SYSTEMS INCORPORATED as Issuer, and MORGAN STANLEY & CO. INCORPORATED and UBS SECURITIES LLC as the Initial Purchasers Dated as of May 7, 2004Registration Rights Agreement • August 6th, 2004 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 7, 2004, by and among ImClone Systems Incorporated, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated and UBS Securities LLC (together, the “Initial Purchasers”), pursuant to the Purchase Agreement dated May 3, 2004 (the “Purchase Agreement”) among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 14th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2008, is entered into by and among the entities listed on Schedule I hereto (each, a “Stockholder”) and Eli Lilly and Company, an Indiana corporation (“Parent”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 11th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
SUBLEASESublease Agreement • April 1st, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
by and amongRegistration Rights Agreement • May 24th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
AMONGDevelopment, Promotion, Distribution and Supply Agreement • October 26th, 2001 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT by and among IMCLONE SYSTEMS INCORPORATED as Issuer, and MORGAN STANLEY & CO. INCORPORATED and UBS SECURITIES LLC as the Initial Purchasers Dated as of May 7, 2004Registration Rights Agreement • August 5th, 2004 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 7, 2004, by and among ImClone Systems Incorporated, a Delaware corporation (the "Company"), and Morgan Stanley & Co. Incorporated and UBS Securities LLC (together, the "Initial Purchasers"), pursuant to the Purchase Agreement dated May 3, 2004 (the "Purchase Agreement") among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
AGREEMENT AND PLAN OF MERGER Among ELI LILLY AND COMPANY, ALASKA ACQUISITION CORPORATION and IMCLONE SYSTEMS INCORPORATED Dated as of October 6, 2008Merger Agreement • October 8th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 6, 2008 (this “Agreement”), by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Alaska Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and ImClone Systems Incorporated, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
ImClone Systems Incorporated 180 Varick Street, 7th Floor New York, NY 100014Development and License Agreement • March 31st, 1999 • Imclone Systems Inc/De • Biological products, (no disgnostic substances)
Dr. Klaus Hoenneknoevel Senior Vice President, Licensing and Business Development Merck KGaA Frankfurter Strasse 250 64271 Darmstadt Germany
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 4th, 2006 • Imclone Systems Inc • Biological products, (no disgnostic substances)
FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of May 4, 2006 (this “Amendment”), between ImClone Systems Incorporated, a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) as Rights Agent (the “Rights Agent”).
IMCLONE SYSTEMS INCORPORATEDStock Option Acceleration Agreement • December 21st, 2005 • Imclone Systems Inc/De • Biological products, (no disgnostic substances)
This letter agreement (this “Agreement”) is being entered into by and between you and IMCLONE SYSTEMS INCORPORATED (the “Company”), a Delaware corporation, in connection with certain of your outstanding options to purchase shares of the Company’s common stock (each, a “Stock Option”) previously granted to you pursuant to, in each case as applicable, the ImClone Systems Incorporated 2005 Inducement Stock Option Plan, the ImClone Systems Incorporated 2002 Stock Option Plan and the ImClone Systems Incorporated 1998 Non-Qualified Stock Option Plan, in each case as amended as applicable (each, a “Plan”).
ContractLicense Agreement • February 29th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • New York
[NOTE : CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS BY IMCLONE SYSTEMS INCORPORATED. THESE PORTIONS HAVE BEEN MARKED WITH TWO ASTERISKS ENCLOSED IN BRACKETS (i.e. [**]). THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • November 4th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances)
SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of October 31, 2008 (this “Amendment”), between ImClone Systems Incorporated, a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) as Rights Agent (the “Rights Agent”).
