AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT FOR JAMES P. PANEKExecutive Employment Agreement • June 1st, 2010 • Vaxgen Inc • Pharmaceutical preparations • California
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into by and between James P. Panek (hereinafter “Executive”) and VaxGen, Inc. (hereinafter “VaxGen” or the “Company”), effective as of May 27, 2010 (the “Effective Date”). This Agreement supersedes in its entirety all prior employment agreements between Executive and VaxGen, whether signed or unsigned, including the Amended And Restated Executive Employment Agreement Dated April 20, 2010 (the “Prior Agreement”). In consideration of the mutual promises made herein, VaxGen and Executive agree as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG VAXGEN, INC., VIOLET ACQUISITION CORPORATION, VIOLET ACQUISITION LLC, DIADEXUS, INC., AND JOHN E. HAMER, as Company Stockholders’ Agent Dated as of May 28, 2010Merger Agreement • June 1st, 2010 • Vaxgen Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of May 28, 2010 (the “Agreement”), by and among VaxGen, Inc. a Delaware corporation (“Parent”), Violet Acquisition Corporation, a Delaware corporation (“Merger Sub I”), Violet Acquisition LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), diaDexus, Inc., a Delaware corporation (“Company”), and John E. Hamer, as the “Company Stockholders’ Agent”. Certain capitalized terms used in this Agreement are defined in Exhibit A.
LOAN AGREEMENTLoan Agreement • June 1st, 2010 • Vaxgen Inc • Pharmaceutical preparations • California
This Loan Agreement, dated as of May 28, 2010 (this “Agreement”), is entered into by and between diaDexus, Inc., a Delaware corporation (the “Company”), and VaxGen, Inc., a Delaware corporation (the “Lender”).
SECURITY AND COLLATERAL AGENCY AGREEMENTSecurity Agreement • June 1st, 2010 • Vaxgen Inc • Pharmaceutical preparations • California
This Security Agreement dated as of May 28, 2010 (“Security Agreement”), is made by and among diaDexus, Inc., a Delaware corporation (“Grantor”), the secured parties listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”) and VaxGen, Inc., a Delaware corporation, in its capacity as Collateral Agent (as defined below) on behalf of the Secured Parties.
LOCK-UP AGREEMENTLock-Up Agreement • June 1st, 2010 • Vaxgen Inc • Pharmaceutical preparations • Delaware
This Lock-Up Agreement is being executed and delivered as of May 28, 2010 by (“Stockholder”) in favor of and for the benefit of VaxGen, Inc., a Delaware corporation (“Parent”).
VOTING AGREEMENTVoting Agreement • June 1st, 2010 • Vaxgen Inc • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is entered into as of May 28, 2010, by and between VaxGen, Inc., a Delaware corporation (“Parent”), and (“Stockholder”).
