EXHIBIT 4.11 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER...Warrant Agreement • November 26th, 1997 • Galagen Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 4.5 REGISTRATION RIGHTS REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated the ____ of April, 1999, between ____________________ (the "Holder") and GALAGEN INC., a Delaware corporation (the "Company"). WHEREAS,...Registration Rights Agreement • May 4th, 1999 • Galagen Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 99 SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER GalaGen Inc. Suite 301 301 Carlson Parkway Minnetonka, Minnesota 55305 Gentlemen: The undersigned hereby subscribes for and offers to purchase from GalaGen Inc., a Delaware corporation (the...Subscription Agreement • October 13th, 2000 • Galagen Inc • Biological products, (no disgnostic substances) • Delaware
December 6, 2000 Frank L. Kuhar 6165 Dallas Lane North Plymouth, Minnesota 55446 Dear Mr. Kuhar: In order to induce you to continue in the employment of GalaGen Inc., a Delaware corporation (the "Company"), and for other good and valid consideration,...Employment Agreement • April 30th, 2001 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
OFFICE LEASE BETWEENOffice Lease • November 14th, 2000 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
EXHIBIT 4.4 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D...Securities Purchase Agreement • November 26th, 1997 • Galagen Inc • Biological products, (no disgnostic substances) • Delaware
GALAGEN INC.Warrant Agreement • March 31st, 1999 • Galagen Inc • Biological products, (no disgnostic substances) • Delaware
AGREEMENTManufacturing Agreement • March 31st, 1997 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
WITNESSETH THAT:License Agreement • August 13th, 1998 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
December 6, 2000 Robert Hoerr, M.D. 4374 Reinland Avenue Shoreview, Minnesota 55126 Dear Dr. Hoerr: In order to induce you to continue in the employment of GalaGen Inc., a Delaware corporation (the "Company"), and for other good and valid...Employment Agreement • April 30th, 2001 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
EXHIBIT 10.25 MARKETING AGREEMENT This Marketing Agreement (the "Agreement") is made and entered into as of this 1st day of September, 1998 (the "Effective Date"), by and between Nutrition Medical, Inc., a Minnesota corporation ("NMI"), and GalaGen...Marketing Agreement • November 13th, 1998 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
MASTER LOAN AND SECURITY AGREEMENT THIS AGREEMENT dated as of June 18, 1997, is made by GalaGen Inc. (the "Borrower"), a Delaware corporation having its principal place of business and chief executive office at 4001 Lexington Avenue North, Arden...Master Loan and Security Agreement • August 14th, 1997 • Galagen Inc • Biological products, (no disgnostic substances) • Illinois
COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN GALAGEN INC. AND AMERICAN HOME PRODUCTS CORPORATION ACTING THROUGH ITS WYETH-AYERST LABORATORIES DIVISION OCTOBER 15, 1998Collaboration and License Agreement • March 31st, 1999 • Galagen Inc • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated the 18th of November, 1997, between the person and/or entity whose name and address appears on the signature page attached hereto (individually a "Holder" or collectively with the...Registration Rights Agreement • November 26th, 1997 • Galagen Inc • Biological products, (no disgnostic substances) • Delaware
MANUFACTURING AND SUPPLY AGREEMENT THIS MANUFACTURING AND SUPPLY AGREEMENT (the "Agreement") is entered into as of the 15th day of October, 1998 (the "Effective Date"), by and between GALAGEN INC., a company incorporated under the laws of the State of...Manufacturing and Supply Agreement • March 31st, 1999 • Galagen Inc • Biological products, (no disgnostic substances)
I. RELATIONSHIPLicensing and Distribution Agreement • May 17th, 1999 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
BETWEENLicense Agreement • March 30th, 2000 • Galagen Inc • Biological products, (no disgnostic substances) • New Jersey
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks Exhibit 10.37 LICENSING AND DISTRIBUTION AGREEMENT THIS LICENSING AND DISTRIBUTION AGREEMENT (this "Agreement") is effective as of the 15th day of July, 1999 (the "Effective Date"), by...Licensing and Distribution Agreement • November 15th, 1999 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
EXHIBIT 10.40 DEVELOPMENT AGREEMENTDevelopment Agreement • March 30th, 2000 • Galagen Inc • Biological products, (no disgnostic substances) • New Jersey
WITNESSETHRepurchase Agreement • May 17th, 1999 • Galagen Inc • Biological products, (no disgnostic substances) • Delaware
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 6th, 1999 • Galagen Inc • Biological products, (no disgnostic substances)
BETWEENSupply Agreement • March 30th, 2000 • Galagen Inc • Biological products, (no disgnostic substances) • New Jersey
BY AND BETWEEN GALAGEN INC. ANDAsset Purchase Agreement • November 13th, 1998 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 17th, 2001 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
This Asset Purchase Agreement (the “Agreement”) is entered into and effective as of August 2, 2001, by and between Hormel HealthLabs, Inc., a Minnesota corporation (“Buyer”), with its principal place of business at 1 Hormel Place, Austin, Minnesota 55912, and GalaGen Inc., a Delaware corporation (“Seller”), with its principal place of business at 301 Carlson Parkway, Suite 301, Minnetonka, Minnesota 55305. Buyer and Seller are also referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALSProduct Development Collaboration Agreement • March 31st, 1999 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
AGREEMENTLease Agreement • December 14th, 2001 • Galagen Inc • Biological products, (no disgnostic substances) • Minnesota
THIS AGREEMENT,made effective this 29th day of November, 2001, by and between Land O’Lakes, Inc., a Minnesota cooperative corporation with its principal place of business in Arden Hills, Minnesota (hereinafter “LOL”) and GalaGen, Inc., a Delaware corporation with its principal place of business in Minnetonka, Minnesota (hereinafter “GalaGen”).
RECITALSAsset Purchase Agreement • January 6th, 1999 • Galagen Inc • Biological products, (no disgnostic substances)
SETTLEMENT AND CONVEYANCE AGREEMENT AND MUTUAL GENERAL RELEASESettlement and Conveyance Agreement • December 14th, 2001 • Galagen Inc • Biological products, (no disgnostic substances) • Illinois
This Settlement and Conveyance Agreement and Mutual General Release (this "Agreement") is entered into as of November 29, 2001, by and between GalaGen Inc., a Delaware corporation (hereinafter referred to as “GALAGEN”) as Borrower, and Transamerica Technology Finance Corporation, as Successor in Interest to Transamerica Business Credit Corporation, a Delaware corporation (hereinafter referred to as "Transamerica")as Lender, with reference to the following facts:
EXHIBIT 10.18 CONSULTING CONTRACT This document will confirm the agreement between GalaGen Inc. ("GalaGen"), located at 4001 Lexington Avenue North, Arden Hills, Minnesota, 55126 and Stanley Falkow, Ph.D. ("Senior Consultant"), located at 8 Longspur,...Consulting Agreement • March 31st, 1997 • Galagen Inc • Biological products, (no disgnostic substances)
