RIGHTS AGREEMENTRights Agreement • February 19th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 5th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASERStock Purchase Agreement • August 14th, 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
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
RECITALSStock Purchase Agreement • November 14th, 2000 • 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
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 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
Exhibit (d)(1) ACQUISITION AGREEMENT dated as of September 19, 2001 among IMCLONE SYSTEMS INCORPORATED, BRISTOL-MYERS SQUIBB COMPANY and BRISTOL-MYERS SQUIBB BIOLOGICS COMPANY TABLE OF CONTENTSAcquisition Agreement • September 28th, 2001 • 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...Imclone Systems Inc/De • March 30th, 2000 • Biological products, (no disgnostic substances)
CONFIDENTIAL TREATMENT REQUESTED AGREEMENT FOR SUPPLY OF MATERIAL This AGREEMENT FOR SUPPLY OF MATERIAL (the "Agreement"), among Connaught Laboratories Limited, a Pasteur Merieux Connaught company, incorporated under the laws of Ontario, Canada with...Confidential Treatment • August 16th, 1999 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • Ontario
andIndenture • March 30th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
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
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
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
SUBLEASEAgreement of Sublease • April 1st, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
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
EXHIBIT 99.2 AMENDMENT NO. 1 TO DEVELOPMENT, PROMOTION, DISTRIBUTION AND SUPPLY AGREEMENT AMENDMENT NO. 1 dated as of March 5, 2002 (this "Amendment"), by and among E. R. SQUIBB & SONS, LLC, a limited liability company organized and existing under the...Distribution and Supply Agreement • March 6th, 2002 • 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 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.
BETWEENSale and Purchase • August 14th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New Jersey
by and amongRegistration Rights Agreement • May 24th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
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”).
AGREEMENT AND PLAN OF MERGER Among ELI LILLY AND COMPANY, ALASKA ACQUISITION CORPORATION and IMCLONE SYSTEMS INCORPORATED Dated as of October 6, 2008Agreement and Plan of Merger • 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.
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.
AMONGDistribution and Supply Agreement • September 28th, 2001 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
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...Imclone Systems Inc/De • March 31st, 1998 • Biological products, (no disgnostic substances)
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 INCORPORATEDLetter 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2004 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
AGREEMENT, made and entered into as of the 19th day of March, 2004, by and between ImClone Systems Incorporated, a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Daniel S. Lynch (the "Executive").
TARGET PRICE CONTRACT betweenTarget Price • November 14th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New Jersey
