0001047469-06-010080 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • July 28th, 2006 • Affymax Inc • Delaware

THIS AGREEMENT is made and entered into this day of , 200 by and between AFFYMAX, INC., a Delaware corporation (the "Corporation"), and ("Agent").

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FORSYTHE LOGO]
Warrant Agreement • July 28th, 2006 • Affymax Inc • Illinois

THIS WARRANT AGREEMENT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

EPO RECEPTOR LICENSE AGREEMENT
License Agreement • July 28th, 2006 • Affymax Inc • Delaware

THIS AGREEMENT, effective this 5 day of September, 1996, between GENETICS INSTITUTE, INC., a corporation of the State of Delaware, with its principle place of business at 87 CambridgePark Drive, Cambridge, Massachusetts, 02140, hereinafter referred to at "GI" and the licensee set out on the signature page below, hereinafter referred to as "LICENSEE",

AFFYMAX, INC. STOCK ISSUANCE AGREEMENT
Stock Issuance Agreement • July 28th, 2006 • Affymax Inc • California

All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix.

LICENSE AGREEMENT
License Agreement • July 28th, 2006 • Affymax Inc • California

This Non-Exclusive License Agreement (this "Agreement"), effective as of August 13, 2001 (the "Effective Date"), is entered into by and between XOMA Ireland Limited, a company with limited liability organized under the laws of the Republic of Ireland having offices at Shan- non Airport House, Shannon, County Clare, Ireland (with its Affiliates, "XOMA"), and Affymax, Inc., a Delaware corporation having offices at 4001 Miranda Avenue, Palo Alto, California, 94304, U.S.A. ("Affymax").

COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • July 28th, 2006 • Affymax Inc • New York
LICENSE, MANUFACTURING AND SUPPLY AGREEMENT
License, Manufacturing and Supply Agreement • July 28th, 2006 • Affymax Inc • California
COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • July 28th, 2006 • Affymax Inc • New York

This Collaboration And License Agreement (the "Agreement") is entered into on June 27, 2006 (the "Effective Date") between Affymax, Inc., a Delaware corporation, with its principal place of business at 4001 Miranda Avenue, Palo Alto, CA 94304, U.S.A. ("Affymax"), and Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan, with a place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka, 540-8645, Japan ("Takeda"). Affymax and Takeda are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

AFFYMAX INC. EXECUTIVE EMPLOYMENT AGREEMENT for Robert B. Naso
Employment Agreement • July 28th, 2006 • Affymax Inc • California

This Employment Agreement ("Agreement") is entered into by and between Robert B. Naso ("Executive") and Affymax Inc., (the "Company"), effective as of March 4, 2004.

SECOND AMENDMENT TO LEASE
Lease • July 28th, 2006 • Affymax Inc

THIS SECOND AMENDMENT TO LEASE (this "Second Amendment") is made this 20th day of December 1999 between Spieker Properties, L.P., a California limited partnership, successor in interest to Miranda Associates ("Landlord"), and Affymax Research Institute, a California corporation ("Tenant").

LETTERHEAD] September 20, 2004 Mr. David L. Entin Director, Intellectual Property and Licensing EntreMed, Inc. 9640 Medical Center Drive Rockville, MD 20850 Re: Letter Agreement between Affymax, Inc. and EntreMed, Inc. Dear Mr. Entin:
Affymax Inc • July 28th, 2006 • Illinois

As you know, Affymax, Inc. a Delaware corporation with a principal place of business at 4001 Miranda Avenue, Palo Alto, California ("Affymax") and EntreMed, Inc., a Delaware corporation with a principal place of business at 9640 Medical Center Drive, Rockville, Maryland ("EntreMed") have agreed to undertake a joint research collaboration relating to the field of peptides having TFPI-like biological activity ("Research"). Affymax and EntreMed have agreed that the initial research collaboration shall be conducted according to the terms and conditions specified in the term sheet dated 10 September 2004 and entitled "Term Sheet—Affymax, Inc. and EntreMed, Inc. TFPI Research Collaboration" ("TFPI Term Sheet"), which is attached hereto as Exhibit A and incorporated herein by reference.

AFFYMAX, INC. EMPLOYMENT AGREEMENT
Employment Agreement • July 28th, 2006 • Affymax Inc • California

This EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between ARLENE MORRIS ("Executive") and AFFYMAX, INC. (the "Company"), effective as of June 10, 2003 (the "Effective Date").

LICENSE AGREEMENT (THERAPEUTIC PRODUCTS)
License Agreement • July 28th, 2006 • Affymax Inc • Massachusetts

THIS LICENSE AGREEMENT (this "Agreement"), dated July 25, 2001 is between DYAX CORP. ("Licensor"), a Delaware corporation, having a principal place of business at One Kendall Square, Bldg. 600, Suite 623, Cambridge, Massachusetts 02139 and AFFYMAX, INC. ("Licensee"), a Delaware corporation, having a principal place of business at 4001 Miranda Avenue, Palo Alto, CA 94304.

RESEARCH & DEVELOPMENT AGREEMENT
Development Agreement • July 28th, 2006 • Affymax Inc • California

This RESEARCH & DEVELOPMENT AGREEMENT is effective April 2, 1992 by and between AFFYMAX N.V. a corporation of the Netherlands ("ANV"), and THE R.W. JOHNSON PHARMACEUTICAL RESEARCH INSTITUTE, ("PRI"), a division of Ortho Pharmaceutical Corp., a corporation of the State of Delaware.

FIRST AMENDMENT TO LEASE
Lease • July 28th, 2006 • Affymax Inc

THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made this 16th day of November 1999 between Spieker Properties, L.P., a California limited partnership, successor in interest to Miranda Associates ("Landlord"), and Affymax Research Institute, a California corporation ("Tenant").

THIRD AMENDMENT
Third Amendment • July 28th, 2006 • Affymax Inc

THIS THIRD AMENDMENT (the "Amendment") is made and entered into as of the 31st day of December, 2001, by and between EOP-FOOTHILL RESEARCH CENTER, L.L.C., a Delaware limited liability company ("Landlord"), and AFFYMAX, INC., a Delaware corporation ("Tenant").

First Amendment to Letter of Intent
Affymax Inc • July 28th, 2006

This First Amendment (the "Amendment") to the letter agreement by and between the Affymax, Inc. ("Affymax"), a Delaware corporation located at 4001 Miranda Avenue, Palo Alto California, and American Peptide Company, Inc. ("APC") a California corporation with registered offices at 777 Evelyn Avenue, Sunnyvale, California, and dated of even date herewith ("Letter Agreement") is entered into this 9th day of October 2003.

LICENSE AGREEMENT
License Agreement • July 28th, 2006 • Affymax Inc • Delaware

THIS LICENSE AGREEMENT including the Exhibits and Schedules referred to herein and attached hereto (the "Agreement"), is made and entered into as of July 27, 2001 by and between Glaxo Group Limited, a company incorporated in England and Wales, having a principal place of business located at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex UB6 0NN, England ("GGL"), SmithKline Beecham Corporation, a Pennsylvania corporation, having a principal place of business located at One Franklin Plaza, Philadelphia, Pennsylvania, including its predecessor Glaxo Wellcome, Inc., formerly a North Carolina corporation (together "SBC"), Affymax, N.V., a corporation organized under the laws of the Netherlands, having a place of business at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex UB6 0NN, England ("ANV"), Affymax Research Institute, a California corporation having a place of business at 3410 Central Expressway, Santa Clara, California ("ARI"), and Affymax Technologies N.V.,

LETTERHEAD] March 24, 2006 Chris J. Bai, Ph.D. President and CEO American Peptide Company 1271 Avenida Chelsea Vista, CA 92081 Re: Clinical Supply Agreement Dear Dr.Bai:
Affymax Inc • July 28th, 2006

As you know, American Peptide Company ("APC") has previously manufactured under contract (Letter Agreement dated 9 October 2003 and the Amendment thereof also dated 9 October 2003) on behalf of Affymax, Inc. ("Affymax") certain supplies of Affymax's lead compound, Hematide™. Since then our companies have been engaged in discussions relating to a possible continued relationship for the contract manufacture of Hematide by APC. As an element of the evaluation of APC as a potential contract peptide manufacturer of Hematide, Affymax desires to ensure that APC is capable of making and delivering Hematide in sufficient yields and purities, and at a satisfactory cost basis under appropriate current Good Manufacturing Practices (cGMP), prior to Affymax determining whether to enter into further discussions with APC relating to a commercial-scale development and supply agreement. In order to facilitate Affymax's evaluation of APC's capabilities, APC and Affymax agree to enter into this Clinical S

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LICENSE AGREEMENT (THERAPEUTIC PRODUCTS)
License Agreement • July 28th, 2006 • Affymax Inc • Massachusetts

THIS LICENSE AGREEMENT (this "Agreement"), effective as of June 28, 1996 (the "Effective Date"), is by and among DYAX CORP., a Delaware corporation, and PROTEIN ENGINEERING CORPORATION, a Massachusetts corporation and wholly-owned subsidiary of Dyax Corp., each having a principal place of business at 765 Concord Avenue, Cambridge, Massachusetts 02138 (collectively referred to herein as "Licensor"); and AFFYMAX TECHNOLOGIES, N.V. ("Licensee"), having a registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England.

AFFYMAX INC. EXECUTIVE EMPLOYMENT AGREEMENT for Ali Mahdavi
Employment Agreement • July 28th, 2006 • Affymax Inc • California

This Employment Agreement ("Agreement") is entered into by and between Ali Mahdavi ("Executive") and Affymax Inc., (the "Company"), effective as of August 9, 2005.

RESEARCH AND DEVELOPMENT/OFFICE LEASE by and between Miranda Associates ("Landlord") and Affymax Research Institute ("Tenant")
Research and Development/Office Lease • July 28th, 2006 • Affymax Inc • California

THIS LEASE is made as of the 30th day of May, 1990, by and between Miranda Associates, a California general partnership (hereinafter "Landlord"), and Affymax Research Institute, a California corporation (hereinafter "Tenant").

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