LEASE AGREEMENTLease Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 18th day of March, 2010 (“Lease Date”), between ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability company (“Landlord”), and ELAN PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
PROTHENA BIOSCIENCES INC SEVERANCE PLANSeverance Plan • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations • Delaware
The Company has adopted this Plan, for the benefit of certain “Eligible Employees” of the Company and certain Affiliates specified by the Company, effective as of the Effective Date. The Plan is intended to apply to United States based “Employees,” as described herein. The Plan shall be binding on any successor to all or substantially all of the Company’s assets or business.
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT AMONG NEOTOPE BIOSCIENCES LIMITED AND ELAN PHARMA INTERNATIONAL LIMITED AND ELAN PHARMACEUTICALS, INC. Dated as of December , 2012Intellectual Property License and Contribution Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
This AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT (the “Agreement”) is made this day of December 2012 (the “Amendment Effective Date”) among NEOTOPE BIOSCIENCES LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“NBL”) on the one hand, and ELAN PHARMA INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“EPIL”) and ELAN PHARMACEUTICALS, INC., a Delaware corporation having an address at 180 Oyster Point Boulevard, South San Francisco, CA 94080 (“EPI”) on the other hand (collectively, “Elan”).
TAX MATTERS AGREEMENT by and between ELAN CORPORATION, PLC AND PROTHENA CORPORATION PLC, Dated , 2012Tax Matters Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of [DATE] by and between Elan Corporation, plc, an Irish public limited company (“Parent”), and Prothena Corporation plc, an Irish public limited company (“Prothena”) (and Parent and Prothena, collectively, the “Companies”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”), is made and entered into as of December [—], 2012, by and between, Elan Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Prothena Biosciences Inc, a Delaware corporation (“Buyer”).
INTELLECTUAL PROPERTY LICENSE AND CONVEYANCE AGREEMENT AMONG NEOTOPE BIOSCIENCES LIMITED AND ELAN PHARMA INTERNATIONAL LIMITED AND ELAN PHARMACEUTICALS, INC. Dated as of December , 2012Intellectual Property License Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
This INTELLECTUAL PROPERTY LICENSE AND CONVEYANCE AGREEMENT (the “Agreement”) is made this day of December 2012 (the “Effective Date”) among NEOTOPE BIOSCIENCES LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“NBL”) on the one hand, and ELAN PHARMA INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“EPIL”) and ELAN PHARMACEUTICALS, INC., a Delaware corporation having an address at 180 Oyster Point Boulevard, South San Francisco, CA 94080 (“EPI”) on the other hand (collectively, “Elan”).
LICENSE AGREEMENT between UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION and ELAN PHARMACEUTICALS INC.License Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
This License Agreement (“Agreement”) is made and entered into this 31st day of December, 2008 (“Effective Date”) by and between the UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION, having an office at 1534 White Avenue, Knoxville, TN 37996 (“UTRF”), and Elan Pharmaceuticals Inc., a corporation organized and existing under the laws of the State of Delaware having an address of 800 Gateway Boulevard, South San Francisco, CA 94080 (“Licensee”).
ASSIGNMENT OF TENANT’S INTEREST IN LEASE AND ASSUMPTION OF LEASE OBLIGATIONS (650 Gateway Boulevard, South San Francisco, CA)Assignment of Tenant’s Interest in Lease and Assumption of Lease Obligations • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
This Assignment of Tenant’s Interest in Lease and Assumption of Lease Obligations (“Agreement”) dated as of December 2, 2012 is made by and between ELAN PHARMACEUTICALS, INC., a Delaware corporation (“Assignor”), and PROTHENA BIOSCIENCES INC, a Delaware corporation (“Assignee”).
SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT by and among PROTHENA CORPORATION PLC ELAN CORPORATION, PLC and ELAN SCIENCE ONE LIMITED Dated as of: November 8, 2012Subscription and Registration Rights Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT, dated as of November 8, 2012 (this “Agreement”), by and among Prothena Corporation plc, a public limited company incorporated in Ireland (registered number 518146), whose registered address is 25-28 North Wall Quay, Dublin 1, Ireland (the “Company”), Elan Corporation, plc, a public limited company incorporated in Ireland (registered number 30356), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“Elan”), and Elan Science One Limited, a private limited company incorporated in Ireland (registered number 460037), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“Subscriber”).
THIRD AMENDMENT TO LEASELease Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of October 3, 2012 (the “Effective Date”), by and between ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability company (“Landlord”), and ELAN PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
Dated 8 November 2012 ELAN CORPORATION, PLC and PROTHENA CORPORATION PLC DEMERGER AGREEMENTDemerger Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
FIRST AMENDMENT TO LEASELease Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of November 18, 2011, by and between ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability company (“Landlord”), and ELAN PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASELease Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of June 1, 2012 (the “Effective Date”), by and between ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability company (“Landlord”), and ELAN PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
