Medarex Inc Sample Contracts
EXHIBIT 99.1 ---------------- AGREEMENT AND PLAN OF MERGER AMONG MEDAREX, INC., MEDAREX ACQUISITION CORP. AND HOUSTON BIOTECHNOLOGY INCORPORATED DATED: DECEMBER 18, 1996 ----------------Merger Agreement • January 2nd, 1997 • Medarex Inc • Biological products, (no disgnostic substances) • Delaware
Standard Contracts
ISSUER, TOIndenture • June 19th, 2001 • Medarex Inc • Biological products, (no disgnostic substances) • New York
FORM OFRights Agreement • May 25th, 2001 • Medarex Inc • Biological products, (no disgnostic substances) • New Jersey
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • June 17th, 1997 • Medarex Inc • Biological products, (no disgnostic substances) • California
Medarex, Inc.Registration Rights Agreement • July 29th, 2003 • Medarex Inc • Services-commercial physical & biological research • New York
Medarex, Inc.Purchase Agreement • July 29th, 2003 • Medarex Inc • Services-commercial physical & biological research • New York
June 21, 2001 Goldman, Sachs & Co. Credit Suisse First Boston Corporation J.P. Morgan Securities Inc. Morgan Stanley & Co. Incorporated Bear, Stearns & Co. Inc. Dain Rauscher Incorporated c/o Goldman, Sachs & Co. 85 Broad Street New York, New York...Underwriting Agreement • June 26th, 2001 • Medarex Inc • Biological products, (no disgnostic substances) • New York
SHAREHOLDERS AGREEMENT among Medarex Inc.Shareholders Agreement • August 11th, 1999 • Medarex Inc • Biological products, (no disgnostic substances)
MEDAREX, INC. ISSUER TOIndenture • July 29th, 2003 • Medarex Inc • Services-commercial physical & biological research • New York
AS ISSUER, TOIndenture • June 26th, 2001 • Medarex Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.83 McCARTHY ASSOCIATES LIMITED AGREEMENT OF LEASE LANDLORD: McCARTHY ASSOCIATES LIMITED TENANT: MEDAREX, INC. PREMISES: 6410 rentable square feet on second floor as shown on Exhibit "B" ----------- BUILDING: Princeton Gateway Corporate...Lease Agreement • August 13th, 1999 • Medarex Inc • Biological products, (no disgnostic substances) • New Jersey
HOUSTON BIOTECHNOLOGY INCORPORATED ANDWarrant Agreement • January 22nd, 1997 • Medarex Inc • Biological products, (no disgnostic substances) • Texas
WITNESSETH:License Agreement • January 2nd, 1997 • Medarex Inc • Biological products, (no disgnostic substances) • Delaware
Exhibit 10.6 ------------ COLLABORATION AND LICENSE AGREEMENT This Collaboration and License Agreement (the "Agreement") dated as of March 29/th/, 1999, is by and between NEXSTAR PHARMACEUTICALS, INC. ("NeXstar"), having an address of 2860 Wilderness...Collaboration and License Agreement • January 26th, 2000 • Medarex Inc • Biological products, (no disgnostic substances) • California
MEDAREX, INC.Underwriting Agreement • March 1st, 2000 • Medarex Inc • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2005 • Medarex Inc • Services-commercial physical & biological research • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 5th day of January, 2004 (the “Effective Date”), between W. Bradford Middlekauff (the “Executive”) and MEDAREX, INC. (the “Company”) (collectively, the Executive and the Company shall be referred to as the “Parties”). In consideration of the mutual promises and agreements contained herein, the Parties agree as follows:
EXHIBIT 99.4 ESCROW AGREEMENT This Escrow Agreement, dated as of December 18, 1996 (the "Closing Date"), among MEDAREX, INC., a New Jersey corporation ("Medarex"), HOUSTON BIOTECHNOLOGY INCORPORATED, a Delaware corporation ("HBI"), and Satterlee...Escrow Agreement • January 2nd, 1997 • Medarex Inc • Biological products, (no disgnostic substances) • New York
RECITALSCooperative Research and Development Agreement • March 31st, 1998 • Medarex Inc • Biological products, (no disgnostic substances)
EXHIBIT 10.73 RESEARCH AND LICENSE AGREEMENT ------------------------------ between MEDAREX KGaA 1545 Route 22 East Annandale, NJ 08801-0953 USA (hereinafter called MEDAREX) and Merck KGaA Frankfurter Strasse 250 64293 Darmstadt Germany (hereinafter...Research and License Agreement • March 31st, 1998 • Medarex Inc • Biological products, (no disgnostic substances) • New Jersey
PLEDGE AGREEMENTPledge Agreement • February 2nd, 2004 • Medarex Inc • Services-commercial physical & biological research • New York
This PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2004 by and among Medarex, Inc., a New Jersey corporation (the “Grantor”), having its principal executive offices at 707 State Road #206, Princeton, New Jersey 08540 and Wilmington Trust Company, having an office at 1100 North Market Street, Wilmington, Delaware 19890, (i) in its capacity as trustee (the “Trustee”) for the holders (the “Holders”) of the Notes (as hereinafter defined) issued by the Grantor under the Indenture referred to below and (ii) in its capacity, as securities intermediary (in such capacity, the “Pledged Securities Intermediary”) through the office of its affiliate in New York c/o: Wilmington Trust, FSB, 520 Madison Avenue, 33rd Floor, New York, New York 10022 (the “Account Office”) with respect to the Pledge Account (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Indenture.
Medarex, Inc. 2.25% Convertible Senior Notes due 2011 Purchase AgreementPurchase Agreement • May 4th, 2004 • Medarex Inc • Services-commercial physical & biological research • New York
AgreementMaterial Transfer Agreement • January 26th, 2000 • Medarex Inc • Biological products, (no disgnostic substances) • New Jersey
BACKGROUNDResearch and Commercialization Agreement • January 26th, 2000 • Medarex Inc • Biological products, (no disgnostic substances) • California
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2004 • Medarex Inc • Services-commercial physical & biological research • New Jersey
This Employment Agreement (the “Agreement”) is entered into this 5th day of January, 2004 (the “Effective Date”), between Donald L. Drakeman (the “Executive”) and Medarex, Inc. (the “Company”) (collectively, the Executive and the Company shall be referred to as the “Parties”). In consideration of the mutual promises and agreements contained herein, the Parties agree as follows:
MEDAREX, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR 2005 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • August 6th, 2007 • Medarex Inc • Services-commercial physical & biological research • New Jersey
MEDAREX, INC., a New Jersey corporation (the “Company”), in consideration of the value to it of the continuing services of HOWARD H. PIEN (hereinafter called “Optionee”), which continuing services the grant of this Option is designed to secure, and in consideration of the various undertakings made herein by Optionee, and pursuant to its 2005 Equity Incentive Plan (hereinafter called the “Plan”), hereby grants to Optionee an option (the “Option”), evidenced by this Option Agreement, exercisable for the period and upon the terms hereinafter set out, to purchase 500,000 shares (the “Option Amount”) of $.01 par value common stock of the Company (“Common Stock”) at a price of $14.355 per share (the “Option Price”), which price represents at least the Fair Market Value (as such term is defined in the Plan) of the shares as of the Date of Grant (as hereinafter defined).
MEDAREX, INC. 10,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 7th, 2006 • Medarex Inc • Services-commercial physical & biological research • New York
Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto, 85 Broad Street, New York, New York 10004.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2008 • Medarex Inc • Services-commercial physical & biological research
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”), effective as of January 1, 2008 (the “Amendment No. 1 Date”), is by and between NILS LONBERG (the “Executive”) and MEDAREX, INC. (the “Company”).
BACKGROUNDEvaluation and Commercialization Agreement • January 26th, 2000 • Medarex Inc • Biological products, (no disgnostic substances) • New Jersey
RE: Letter of Intent ----------------Letter of Intent • February 14th, 2000 • Medarex Inc • Biological products, (no disgnostic substances) • California
EXHIBIT 10.74 DEVELOPMENT AND LICENSE AGREEMENT This DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement"), effective as of April 24, 1996 (the "Effective Date"), is made by and between Centeon L.L.C., a Delaware limited liability company, with a...Development and License Agreement • March 31st, 1998 • Medarex Inc • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2007 • Medarex Inc • Services-commercial physical & biological research • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 5th day of October, 2007 (the “Effective Date”), between NILS LONBERG (the “Executive”) and MEDAREX, INC. (the “Company”) (collectively, the Executive and the Company shall be referred to as the “Parties”). In consideration of the mutual promises and agreements contained herein, the Parties agree as follows:
AGREEMENT AND PLAN OF MERGER dated as of July 22, 2009, among BRISTOL-MYERS SQUIBB COMPANY, PUMA ACQUISITION CORPORATION and MEDAREX, INC.Merger Agreement • July 23rd, 2009 • Medarex Inc • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER dated as of July 22, 2009 (this “Agreement”), by and among Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), Puma Acquisition Corporation, a New Jersey corporation and a wholly-owned subsidiary of Parent (“Sub”), and Medarex, Inc., a New Jersey corporation (the “Company”).
MEDAREX, INC. INCENTIVE STOCK OPTION AGREEMENT FOR 2005 EQUITY INCENTIVE PLANIncentive Stock Option Agreement • May 22nd, 2007 • Medarex Inc • Services-commercial physical & biological research • New Jersey
MEDAREX, INC., a New Jersey corporation (the “Company”), in consideration of the value to it of the continuing services of XXXXXXX (hereinafter called “Optionee”), which continuing services the grant of this Option is designed to secure, and in consideration of the various undertakings made herein by Optionee, and pursuant to its 2005 Equity Incentive Plan (hereinafter called the “Plan”), hereby grants to Optionee an option (the “Option”), intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as now or hereafter amended (the “Code”), evidenced by this Option Agreement, exercisable for the period and upon the terms hereinafter set out, to purchase XXXXX shares (the “Option Amount”) of $.01 par value common stock of the Company (“Common Stock”) at a price of $XXXXXX per share (the “Option Price”), which price represents at least the Fair Market Value (as such term is defined in the Plan) of the shares as of the Date of Grant (as
CROSS-LICENSE AGREEMENTCross-License Agreement • November 8th, 2004 • Medarex Inc • Services-commercial physical & biological research
THIS CROSS-LICENSE AGREEMENT (the “Agreement”) is made as of September 15, 2004 (the “Effective Date”) between Pfizer Inc, a Delaware corporation having an office at 235 East 42nd Street, New York, New York 10017, and its Affiliates (“Pfizer”), and Medarex, Inc., a New Jersey corporation with a business address at 707 State Road, Princeton, New Jersey 08540 (“Medarex”). Pfizer and Medarex each may be referred to herein individually as a “Party” or collectively as the “Parties.”
Medarex, Inc. Registration Rights AgreementRegistration Rights Agreement • May 4th, 2004 • Medarex Inc • Services-commercial physical & biological research • New York
Medarex, Inc., a New Jersey corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $150,000,000 principal amount of 2.25% Convertible Senior Notes due 2011 (“Convertible Notes”), convertible into shares of Common Stock, (the Convertible Notes and Common Stock are collectively referred to herein as “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
