Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. CREDIT AGREEMENT Dated as of November 27, 2012 Among CURIS ROYALTY LLC, as Borrower, BIOPHARMA SECURED DEBT FUND II...Credit Agreement • March 13th, 2013 • Curis Inc • Biological products, (no disgnostic substances) • New York
member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Special Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distr
PURCHASE AGREEMENTPurchase and Sale Agreement • March 13th, 2013 • Curis Inc • Biological products, (no disgnostic substances) • New York
THIS PURCHASE AND SALE AGREEMENT dated as of December 11, 2012 (this “Agreement”) is by and between Curis, Inc. (the “Seller”) and Curis Royalty LLC, a Delaware limited liability company (the “Buyer”).
DEFINITIVE AGREEMENTDefinitive Agreement • March 13th, 2013 • Curis Inc • Biological products, (no disgnostic substances) • New York
This Definitive Agreement (the “Agreement”) is made as of the 29th day of November, 2011 (the “Effective Date”), by and between The Leukemia and Lymphoma Society, a New York nonprofit corporation with its principal place of business at 1311 Mamaroneck Avenue, White Plains, New York 10605, United States of America (“LLS”) and Curis, Inc., a Delaware corporation with its principal place of business at 4 Maguire Road, Lexington, MA 02421 (“Company”). LLS and Company are sometimes hereinafter referred to individually as the “Party” and together as the “Parties”.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 13th, 2013 • Curis Inc • Biological products, (no disgnostic substances) • California
This Exclusive License Agreement (“Agreement”) is made and entered into as of the 27th day of November, 2012 (the “Effective Date”) by and between Curis, Inc., a Delaware corporation with a principal place of business at 4 Maguire Road, Lexington, MA 02421 (“Curis”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“Genentech”). Curis and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”
CONSENT AND ACKNOWLEDGEMENT OF PAYMENT DIRECTIONConsent And • March 13th, 2013 • Curis Inc • Biological products, (no disgnostic substances)
ESCROW AGREEMENTEscrow Agreement • March 13th, 2013 • Curis Inc • Biological products, (no disgnostic substances) • Massachusetts
This ESCROW AGREEMENT (this “Agreement”) is entered into as of December 11, 2012 by and among Curis Royalty LLC (“Issuer”), Biopharma Secured Debt Fund II Sub, S. à r. l. (“Noteholder”), Curis, Inc. (“Issuer Parent”), and Boston Private Bank and Trust Company (“Bank”), as Escrow Agent (“Escrow Agent”).
