BIOMIRA SEVERANCE AGREEMENTBiomira Severance Agreement • September 12th, 2007 • Biomira CORP
WHEREAS the Company has implemented an Executive Severance Plan in relation to the termination of employment of Employee-Officers of the Company in the following situations:
GENERAL SECURITY AGREEMENTGeneral Security Agreement • September 12th, 2007 • Biomira CORP • Alberta
This General Security Agreement (as amended, modified or otherwise supplemented from time to time, this "Security Agreement"), dated as of November 8, 2006, is executed by Jeffrey Millard (together with its successors and assigns, "Debtor"), in favor of Biomira Inc., as secured party (together with its successors and assigns, "Secured Party").
SECURITY AGREEMENTSecurity Agreement • September 12th, 2007 • Biomira CORP • Washington
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this "Security Agreement"), dated as of November 3, 2006, is executed by Patrick Trown (together with its successors and assigns, "Debtor"), in favor of Biomira Inc., as secured party (together with its successors and assigns, "Secured Party").
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BIOMIRA INC., PROLX PHARMACEUTICALS CORPORATION, AND WITH RESPECT TO ARTICLES VI AND VII ONLY, GARTH POWIS AS STOCKHOLDER REPRESENTATIVE Dated as of October 30, 2006Agreement and Plan of Reorganization • September 12th, 2007 • Biomira CORP • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of October 30, 2006 by and among Biomira Inc. a Canadian corporation ("Parent"), Biomira Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), ProlX Pharmaceuticals Corporation, a Delaware corporation (the "Company"), D. Lynn Kirkpatrick and Garth Powis (together, the "Principal Stockholders"), and with respect to Articles VI and VII hereof, Garth Powis as Stockholder Representative (the "Stockholder Representative").
RELEASE AND SETTLEMENT AGREEMENTAnd Settlement Agreement • September 12th, 2007 • Biomira CORP • Alberta
AND WHEREAS both of the parties hereto have reached a settlement in regard to the retirement of McPherson from employment in accordance with the terms and conditions hereinafter set forth;
AMENDED AND RESTATED COLLABORATION AGREEMENT (2006)Collaboration Agreement • September 12th, 2007 • Biomira CORP • England
This amended and restated agreement is between Biomira B.V. (formerly Biomira Europe B.V.), a Netherlands corporation with offices located at Amsterdam, The Netherlands ("BIOMIRA"), and Merck KGaA, a German corporation with offices located at Darmstadt, Germany ("MERCK") and is effective as of March 1, 2006.
LICENSE AGREEMENTLicense Agreement • September 12th, 2007 • Biomira CORP • Illinois
Agreement ("AGREEMENT"), effective as of November 22, 1996 ("Effective Date") by and between Biomira, Inc., a corporation incorporated pursuant to the Canadian Business Corporations Act, with its principal place of business at Edmonton Research Park, 2011 - 94 Street, Edmonton, Alberta, T6N 1H1, Canada, (hereinafter referred to as "Biomira") and the DANA-FARBER CANCER INSTITUTE, INC., a Massachusetts non-profit corporation, with its principal place of business at 44 Binney Street, Boston, Massachusetts, 02115 (hereinafter referred to as "DFCI").
David Nichols Realty, Inc.Lease Agreement • September 12th, 2007 • Biomira CORP
THIS LEASE, made this 26th day of March, 2004 between PROLX PHARMACEUTICALS CORP., a Delaware Corporation (hereinafter called Tenant and 221 E. 6th ST. L.L.C. (hereinafter called Landlord).
ContractBiomira CORP • September 12th, 2007 • Alberta
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTIONS 4 AND 10 OF THIS WARRANT.
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF ARIZONA AND PROLX PHARMACEUTICALS CORPORATIONBiomira CORP • September 12th, 2007 • Arizona
Effective as of 29 day of July, 2004 ("Effective Date"), the Arizona Board of Regents on behalf of the University of Arizona, having its principal offices in Tucson, Arizona 85721 (the "LICENSOR"), and PROLX PHARMACEUTICALS CORPORATION, having a principal place of business at 221 E. Sixth Street, Tucson, Arizona 85705 ("LICENSEE"), agree as follows:
QuickLinks -- Click here to rapidly navigate through this documentBiomira CORP • September 12th, 2007 • New York
This letter (the "Agreement") constitutes the agreement between Rodman & Renshaw, LLC ("R&R" or the "Placement Agent") and Biomira Inc. (the "Company"), that R&R shall serve as the exclusive placement agent for the Company, on a "reasonable best efforts" basis, in connection with the currently proposed placement to one or more investors to which R&R introduces the Company on or before December 31, 2006 (the "Placement") of registered securities (the "Securities") of the Company, including shares (the "Shares") of the Company's common shares (the "Common Shares"). For the avoidance of doubt, the term "Placement" shall not include the sale or proposed sale by the Company of Securities after January 31, 2007. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a "Purchaser" and collectively, the "Purchasers") and nothing herein constitutes that R&R would have the power or authority to bind the Company or any Purchaser or an
ESCROW AGREEMENTEscrow Agreement • September 12th, 2007 • Biomira CORP • Alberta
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of October 30, 2006 by and among Biomira, Inc., a Canadian corporation ("Parent"); D. Lynn Kirkpatrick and Garth Powis (together, the "Principal Stockholders"); Garth Powis as stockholder representative (the "Stockholder Representative"); and Computershare Trust Company of Canada as escrow agent (the "Escrow Agent"). This Agreement is being entered into in connection with the Agreement and Plan of Reorganization dated as of October 30, 2006 (the "Acquisition Agreement") by and among Parent, the Company, the Principal Stockholders of the Company, the Stockholder Representative and Biomira Acquisition Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Merger Sub"), a copy of which is attached hereto as Exhibit A. Except as otherwise defined herein or as the context may otherwise require, all capitalized or defined terms herein shall have the same meaning as ascribed to them in the A
ASSIGNMENT OF LEASE AGREEMENTAssignment of Lease Agreement • September 12th, 2007 • Biomira CORP
THIS ASSIGNMENT AGREEMENT, effective on February 1, 2007 (this "Agreement"), is among ProlX Pharmaceuticals Corp., assignor ("ProlX"), ProlX Pharmaceuticals Corp., co-assignee ("Successor ProlX"), Biomira Inc., co-assignee ("Biomira"), and 221 E. 6th ST, LLC ("Landlord"). Capitalized terms used but not defined in this Agreement will have the respective meanings ascribed to such terms in the Commercial lease Agreement dated March 26, 2004 between Landlord and ProlX Pharmaceuticals Corp. ("ProlX") (the "Lease"). The parties acknowledge the lease term is April 1, 2004 through and including March 31, 2011 with one option to renew for a 3-year period.
LEASE AGREEMENT BETWEEN W2007 SEATTLE OFFICE 110 ATRIUM PLACE REALTY, LLC, AS LANDLORD, AND BIOMIRA MARKETING, INC., AS TENANT DATED JULY 19, 2007 BELLEVUE, WASHINGTONIv Lease • September 12th, 2007 • Biomira CORP • Delaware
EXCLUSIVE LICENSE AGREEMENT AMONG GEORGETOWN UNIVERSITY AND THE UNIVERSITY OF ARIZONA AND PROLX PHARMACEUTICALS CORPORATIONBiomira CORP • September 12th, 2007
Effective as of 5th day of July, 2001, GEORGETOWN UNIVERSITY ("GEORGETOWN"), a not-for-profit academic institution organized under the laws of the District of Columbia, having a principal address at 37th & O Streets, N.W., Washington, D. C. 20057, and The Arizona Board of Regents on behalf of THE UNIVERSITY OF ARIZONA ("ARIZONA"), with its principal offices in Tucson, Arizona 85721 (hereinafter collectively referred to as "LICENSOR"), and PROLX PHARMACEUTICALS CORPORATION, having a principal place of business at 1401 Forbes Avenue, Suite 231, Pittsburgh, Pennsylvania, 15219-5125 ("LICENSEE"), agree as follows:
May 31, 2007 Dr. Patrick W. Trown Danville, California 94506 Dear Mr. Trown:Biomira CORP • September 12th, 2007
Reference is made to that certain Promissory Note (the "Promissory Note") entered into by and between Patrick Trown ("Debtor") and Biomira, Inc., a Canadian corporation (together with its successors and assigns, "Lender"), dated as of November 8, 2006. The purpose of this letter is to confirm our mutual understanding with respect to the date on which the principal amount of the Promissory Note, together with all interest accrued up to and including the date of payment, shall be due and payable by Debtor to Lender (the "Maturity Date"). The Maturity Date of the Promissory Note, as originally intended by Debtor and Lender, is April 28, 2008.
Edward Taylor Vice President of Finance, Chief Financial Officer Biomira Inc. 2011-94th Street Edmonton, AB T6N 1H1, Canada Dear Mr. Taylor:Biomira CORP • September 12th, 2007 • New York
The purpose of this letter agreement (the "Agreement") is to set forth the terms and conditions pursuant to which Rodman & Renshaw, LLC ("R&R") shall introduce Biomira Inc. (the "Company") to one or more investors in connection with the currently proposed offering (the "Offering") of securities (the "Securities") of the Company. The terms of such Offering and the Securities shall be mutually agreed upon by the Company and the investor(s). The identities of the investors to which R&R introduces the Company (the "Investors") shall be proprietary information of R&R and shall not be divulged to third parties by the Company, nor used by the Company outside the scope of R&R's engagement as described herein.
BIOMIRA INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 12th, 2007 • Biomira CORP • Alberta
This agreement (this "Agreement") is dated January 26, 2006 between ("Buyer") and Biomira Inc., a Canadian corporation ("Seller"), whereby the parties agree as follows;
AMENDED AND RESTATED SUPPLY AGREEMENT (2006)Supply Agreement • September 12th, 2007 • Biomira CORP • England
This amended and restated agreement is between Biomira International Inc., a Barbados corporation with offices located at Belleville, St. Michael, Barbados ("BIOMIRA"), and Merck KGaA, a German corporation with offices located at Darmstadt, Germany ("MERCK") and is effective as of March 1, 2006.
EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF ARIZONA AND PROLX PHARMACEUTICALS CORPORATIONBiomira CORP • September 12th, 2007
Effective as of the date of the last signature to this Agreement, the Arizona Board of Regents on behalf of the University of Arizona, having its principal offices in Tucson, Arizona 85721 (the "LICENSOR"), and PROLX PHARMACEUTICALS CORPORATION, having a principal place of business at 221 E. 6th St. Tucson, AZ 85705 ("LICENSEE"), agree as follows:
CONSULTING AGREEMENTConsulting Agreement • September 12th, 2007 • Biomira CORP • Alberta
CONSENT AND ACKNOWLEDGEMENTBiomira CORP • September 12th, 2007
BIOMIRA SEVERANCE AGREEMENTBiomira Severance Agreement • September 12th, 2007 • Biomira CORP
WHEREAS the Company has implemented an Executive Severance Plan in relation to the termination of employment of Employee-Officers of the Company in the following situations:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 12th, 2007 • Biomira CORP • New York
This Securities Purchase Agreement (this "Agreement") is dated as of December 12, 2006, among Biomira Inc., a Canadian corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
