RIGHTS AGREEMENT between Icagen, Inc. and American Stock Transfer & Trust Company LLC, as Rights Agent Dated December 2, 2008Rights Agreement • December 5th, 2008 • Icagen Inc • Pharmaceutical preparations • Delaware
RIGHTS AGREEMENT, dated December 2, 2008 (the “Agreement”), between Icagen, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a New York Limited Liability Company, as Rights Agent (the “Rights Agent”).
ICAGEN, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • March 15th, 2011 • Icagen Inc • Pharmaceutical preparations • New York
Icagen, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC (“MLV”), as follows:
ICAGEN, INC. 5,000,000 Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2005 • Icagen Inc • Pharmaceutical preparations • New York
Directors and Officers,” insofar as such information constitutes a summary of the terms of documents or matters of law or legal conclusions, at the time such Registration Statement became effective, as of the date of the Prospectus and at the time of purchase, is complete and accurate in all material respects.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 22nd, 2007 • Icagen Inc • Pharmaceutical preparations • North Carolina
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of August 22, 2007 by and between Icagen, Inc. (the “Company”), with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and Edward P. Gray (“Executive”), whose address is 201 Tynemouth Drive, Cary, North Carolina, 27513.
ICAGEN, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 30th, 2010 • Icagen Inc • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of (the “Date of Grant”), is delivered by Icagen, Inc., a Delaware corporation (“Icagen”), to (the “Grantee”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 12th, 2011 • Icagen Inc • Pharmaceutical preparations
This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of June 10, 2011 by and between Icagen, Inc. (the “Company”), a Delaware corporation with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and P. Kay Wagoner, Ph.D. (“Executive”).
LEASE [Phase 3 Properties / Icagen, Inc.] [8,932 SF]Lease • August 14th, 2007 • Icagen Inc • Pharmaceutical preparations • North Carolina
WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. XXXXXXX ("LETTER OF CREDIT") IN YOUR FAVOR, AVAILABLE FOR PAYMENT BY BANK OF AMERICA, N.A., 1000 W. TEMPLE STREET, 7TH FLOOR, LOS ANGELES, CA 90012, MAIL CODE: CA9-705-07-05, ATTN: STANDBY LETTER OF CREDIT DEPARTMENT OF BENEFICIARY'S DRAFT AT SIGHT DRAWN ON US, AND ACCOMPANIED BY THE FOLLOWING DOCUMEMT(S):
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT BETWEEN CHILDREN’S MEDICAL CENTER CORPORATION AND ICAGEN, INC.Exclusive License Agreement • August 7th, 2007 • Icagen Inc • Pharmaceutical preparations • Massachusetts
This Agreement is made and entered into as of the date last written below (the Effective Date), by and between Children’s Medical Center Corporation, a charitable corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 300 Longwood Avenue, Boston, Massachusetts, 02115, U.S.A. (hereinafter referred to as “CMCC”), and ICAgen, Inc., a business corporation organized and existing under the laws of the State of Delaware and having its principal place of business located at 4222 Emperor Boulevard, Suite 460, Durham, NC 27703 (hereinafter referred to as “Licensee”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • January 14th, 2005 • Icagen Inc • Pharmaceutical preparations • Illinois
ICAGEN, INC. Incentive Stock Option Agreement Granted Under 2004 Stock Incentive PlanIncentive Stock Option Agreement • November 14th, 2006 • Icagen Inc • Pharmaceutical preparations
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 24th, 2008 • Icagen Inc • Pharmaceutical preparations
This AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of December 24, 2008 by and between Icagen, Inc. (the “Company”), a Delaware corporation with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and Richard D. Katz (“Executive”), whose address is 209 Sierra Drive, Chapel Hill, North Carolina, 27514.
SEVERANCE PAYMENT AGREEMENT [To be Used For Executives Other Than President/CEO]Severance Payment Agreement • March 15th, 2006 • Icagen Inc • Pharmaceutical preparations • North Carolina
THIS SEVERANCE PAYMENT AGREEMENT (the “Agreement”) is entered into as of , 2006 (the “Effective Date”), by and between Icagen, Inc., a Delaware corporation (the “Corporation”), and (the “Executive”), an individual residing in , North Carolina.
ICAGEN, INC. Nonstatutory Stock Option Agreement Granted Under 2004 Stock Incentive PlanNonstatutory Stock Option Agreement • November 14th, 2006 • Icagen Inc • Pharmaceutical preparations
COLLABORATIVE RESEARCH AND LICENSE AGREEMENTCollaborative Research and License Agreement • January 14th, 2005 • Icagen Inc • Pharmaceutical preparations • New York
THIS COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) dated as of September , 1997 is between ICAgen Inc., a corporation duly organized and existing under the laws of the State of Delaware, and having offices at 4222 Emperor Boulevard, Suite 460, Durham, North Carolina 27703 (“ICAgen”) and Bristol-Myers Squibb Company, a corporation duly organized and existing under the laws of the state of Delaware, having offices at P.O. Box 4000, Route 206 and Province Line Road, Princeton, New Jersey 08543-4000, for and on behalf of itself and its Affiliates (“BMS”).
ICAGEN, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 14th, 2011 • Icagen Inc • Pharmaceutical preparations • Delaware
MASTER LOAN AND SECURITY AGREEMENTMaster Loan and Security Agreement • June 29th, 2004 • Icagen Inc • Pharmaceutical preparations
In consideration of each Loan Agreement, Customer hereby agrees with Lender that, whenever Customer shall be at any time or times directly or contingently indebted, liable or obligated to Lender in any manner whatsoever, Lender shall have the following rights:
ICAGEN, INC. Incentive Stock Option Agreement Granted Under 2004 Stock Incentive PlanIncentive Stock Option Agreement • March 30th, 2010 • Icagen Inc • Pharmaceutical preparations
ICAGEN, INC. Nonstatutory Stock Option Agreement Granted Under 2004 Stock Incentive PlanNonstatutory Stock Option Agreement • March 30th, 2010 • Icagen Inc • Pharmaceutical preparations
ICAGEN, INC. Nonstatutory Stock Option Agreement Granted Under 2004 Stock Incentive Plan [FOR DIRECTOR OPTIONS] [NOTE: Such director options may only be granted to the individual who is director]Nonstatutory Stock Option Agreement • March 30th, 2010 • Icagen Inc • Pharmaceutical preparations
ICAGEN, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 30th, 2010 • Icagen Inc • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of (the “Date of Grant”), is delivered by Icagen, Inc., a Delaware corporation (“Icagen”), to (the “Grantee”), a director of Icagen.
AGREEMENT AND PLAN OF MERGER AMONG PFIZER INC. ECLIPSE ACQUISITION CORP. AND ICAGEN, INC. Dated as of July 20, 2011Merger Agreement • July 20th, 2011 • Icagen Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 20, 2011 is among PFIZER INC. (“Parent”), a Delaware corporation, ECLIPSE ACQUISITION CORP. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and ICAGEN, INC. (the “Company”), a Delaware corporation.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COLLABORATIVE RESEARCH AND LICENSE AGREEMENT BETWEEN ICAGEN INC. YAMANOUCHI PHARMACEUTICAL CO., LTD. DATED AS OF MARCH 21, 2000Collaborative Research and License Agreement • January 14th, 2005 • Icagen Inc • Pharmaceutical preparations • North Carolina
THIS COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) dated as of March 21, 2000 (the “Effective Date”) is entered into by and between ICAgen Inc., a corporation duly organized and existing under the laws of the State of Delaware and having offices at 4222 Emperor Boulevard, Suite 460, Durham, North Carolina 27703 (“ICAgen”), and Yamanouchi Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having offices at 3-11 NihonbashiHoncho 2-chome, Chuo-ku, Tokyo 103-8411, Japan (“YAMANOUCHI”).
ICAGEN, INC. STOCKHOLDER WAIVER, AMENDMENT AND TERMINATION AGREEMENTStockholders' Agreement • August 7th, 2007 • Icagen Inc • Pharmaceutical preparations
WHEREAS, Icagen, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company are parties to the Amended and Restated Stockholders’ Agreement dated as of April 16, 2004 (the “Stockholders’ Agreement”) setting forth certain rights with respect to the registration of their shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company under the Securities Act of 1933, as amended (the “Securities Act”);
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks in brackets denote omissions. AGREEMENT AND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 9th, 2009 • Icagen Inc • Pharmaceutical preparations
This Agreement and Amendment to the Collaborative Research & License Agreement (this “Amendment”) is dated as of September 17, 2009 (the “Amendment Effective Date”) by and between Icagen, Inc., a Delaware corporation with offices at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703 (“Icagen”), and Pfizer Inc, a Delaware corporation with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Collaborative Research & License Agreement (the “Agreement”) entered into as of August 13, 2007 (the “Agreement Effective Date”), by and between Icagen and Pfizer.
ICAGEN, INC. Nonstatutory Stock Option Agreement Granted Under 2004 Stock Incentive Plan [FOR DIRECTOR OPTIONS] [NOTE: Such director options may only be granted to the individual who is director]Nonstatutory Stock Option Agreement • March 16th, 2005 • Icagen Inc • Pharmaceutical preparations
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • July 20th, 2011 • Icagen Inc • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 (the “Amendment”), dated as of July 20, 2011, to the Rights Agreement (the “Rights Agreement”), dated December 2, 2008, by and between ICAGEN, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company, as Rights Agent (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Rights Agreement.
FIRST AMENDMENT TO THE PURCHASE AGREEMENT July 20, 2011Purchase Agreement • July 20th, 2011 • Icagen Inc • Pharmaceutical preparations
This First Amendment to the Purchase Agreement (the “First Amendment”) is dated as of the date hereof, between Icagen, Inc., a Delaware corporation with offices at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703 (“Icagen”), and Pfizer Inc., a Delaware corporation with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 4th, 2008 • Icagen Inc • Pharmaceutical preparations
This AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of February 1, 2008 by and between Icagen, Inc. (the “Company”), a Delaware corporation with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and Seth V. Hetherington (“Executive”).
SUBLEASE AGREEMENTSublease Agreement • April 8th, 2004 • Icagen Inc • North Carolina
This Sublease Agreement (“Sublease”) dated this 22 day of September, 1997, by and between ICAgen, Inc., as sublessor (“Sublessor”) and Inspire Pharmaceuticals, Inc, as sublessee (“Sublessee”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COLLABORATIVE RESEARCH & LICENSE AGREEMENT Dated August 13, 2007 Between ICAGEN, INC. and PFIZER INCCollaborative Research & License Agreement • November 5th, 2007 • Icagen Inc • Pharmaceutical preparations • New York
This COLLABORATIVE RESEARCH & LICENSE AGREEMENT is entered into as of August 13, 2007 (the “Effective Date”) by and between PFIZER INC, a Delaware corporation, having an office at 235 East 42nd Street, New York, New York 10017 (“Pfizer”), and ICAGEN, INC. (“Icagen”), a Delaware corporation, having an office at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703.
THIRD AGREEMENT AND AMENDMENT TO THE COLLABORATIVE RESEARCH & LICENSE AGREEMENT July 20, 2011Collaborative Research & License Agreement • July 20th, 2011 • Icagen Inc • Pharmaceutical preparations
This Third Agreement and Amendment to the Collaborative Research & License Agreement (the “Third Amendment”) is dated as of the date hereof, between Icagen, Inc., a Delaware corporation with offices at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703 (“Icagen”), and Pfizer Inc., a Delaware corporation with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 19th, 2008 • Icagen Inc • Pharmaceutical preparations
This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of March 18, 2008 by and between Icagen, Inc. (the “Company”), a Delaware corporation with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and Richard D. Katz (“Executive”), whose address is 209 Sierra Drive, Chapel Hill, North Carolina, 27514.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CO-PROMOTION AGREEMENT BY AND BETWEEN ICAGEN, INC. AND McNEIL CONSUMER & SPECIALTY PHARMACEUTICALS DIVISION OF McNEIL-PPC,...Co-Promotion Agreement • June 29th, 2004 • Icagen Inc • Pharmaceutical preparations
This Co-Promotion Agreement (this “Agreement”) is made effective as of June 14, 2004 (the “Effective Date”) by and between Icagen, Inc., a Delaware corporation having its principal place of business at 4222 Emperor Blvd., Suite 350, Durham, North Carolina 27703 (“Icagen”), and McNeil Consumer & Specialty Pharmaceuticals Division of McNeil-PPC, Inc., a New Jersey corporation having its principal place of business at 7050 Camp Hill Road, Fort Washington, Pennsylvania 19034 (“McNeil”).
ICAGEN, INC.Stockholders' Agreement • June 29th, 2004 • Icagen Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Stockholders’ Agreement (this “Agreement”) is made and entered into as of April 16, 2004 by and among Icagen, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Series A, B, C, D, F, G, G-1 and H Convertible Preferred Stock identified on Exhibit A attached hereto (the “Stockholders”).
SECOND AGREEMENT AND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 10th, 2010 • Icagen Inc • Pharmaceutical preparations
This Second Agreement and Amendment (this “Second Amendment”) to both the Collaborative Research & License Agreement and first Agreement and Amendment to the Exclusive License Agreement (together, the “Amended Agreement”) is dated as of the 21st day of September, 2010 (the “Second Amendment Effective Date”), by and between Icagen, Inc., a Delaware corporation with offices at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703 (“Icagen”), and Pfizer Inc, a Delaware corporation with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”).
