MAXYGEN, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • July 1st, 2009 • Maxygen Inc • Services-commercial physical & biological research • California
This CHANGE OF CONTROL AGREEMENT (the “Agreement”), originally made by and between MAXYGEN, INC., a Delaware corporation (the “Company”), and Grant Yonehiro (the “Executive”) on March 3, 2008, as amended and restated May 7, 2008 and December 23, 2008 (the “Prior Agreement”), is hereby amended and restated in its entirety effective as set forth below.
CPC INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 1st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This Investors’ Rights Agreement (this “Agreement”) is dated as of [ ], 2009, and is between CPC, a Delaware limited liability company (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”). Astellas Pharma Inc. (“Astellas”), for purposes of Sections 5.1(h) and 5.1(i) only, and Astellas US Holding, Inc. (“Astellas US”), for the purposes of Section 5.1(g) only, shall also be parties herein. All capitalized terms used and not defined herein shall have such meanings as set forth in the Master Joint Venture Agreement by and between Maxygen, Inc. (“Maxygen”), Astellas, and Astellas Bio Inc. (“Bio”) dated as of June 30, 2009 (the “Joint Venture Agreement”).
LIMITED LIABILITY COMPANY AGREEMENT OF CPCLimited Liability Company Agreement • July 1st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CPC, a Delaware limited liability company (the “Company”), is dated as of [ ], 2009, by and between Maxygen, Inc., a Delaware corporation (“Maxygen”) and Astellas Bio Inc., a Delaware corporation (“Bio”).
OTHER PRODUCTS COLLABORATION AGREEMENTOther Products Collaboration Agreement • July 1st, 2009 • Maxygen Inc • Services-commercial physical & biological research • New York
This Other Products Collaboration Agreement (this “Agreement”) is entered into as of the th day of , 2009 (“Effective Date”) by and between Astellas Pharma Inc., a Japanese corporation, with its principal place of business at 3-11, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411 Japan (“Astellas”), and CPC, a Delaware limited liability company with its principal place of business at 515 Galveston Drive, Redwood City, California 94063 USA (“CPC”). Astellas and CPC are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
MAXYGEN, INC. RETENTION AGREEMENTRetention Agreement • July 1st, 2009 • Maxygen Inc • Services-commercial physical & biological research • California
This RETENTION AGREEMENT (the “Agreement”), is made by and between MAXYGEN, INC., a Delaware corporation (the “Company”), and Grant Yonehiro (the “Executive”) on the terms set forth below.
