SPLIT-OFF AGREEMENTSplit-Off Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • New York
This SPLIT-OFF AGREEMENT, dated as of December 17, 2014 (this “Agreement”), is entered into by and among Pieris Pharmaceuticals, Inc. (f/k/a Marika Inc.), a Nevada corporation (“Seller”), Marika Enterprises Inc., a Nevada corporation and wholly owned subsidiary of Seller (“Split-Off Subsidiary”), and Aleksandrs Sviks (“Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2014, by and between Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • Nevada
This Employment Agreement (the “Agreement”) is made and entered into by and between Stephen S. Yoder (“Executive”) and Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”) (together referred to herein as the “Parties”), effective as of December 17, 2014, the date of the closing of the Acquisition Transaction which will result in Pieris AG, a company organized under the laws of Germany (“Pieris Operating”), becoming a wholly owned subsidiary of the Company (the “Effective Date”).
ACQUISITION AGREEMENTAcquisition Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
THIS ACQUISITION AGREEMENT (“Agreement”) is made and entered into as of December 17, 2014 (the “Execution Date”), by and among: PIERIS PHARMACEUTICALS, INC. (f/k/a Marika Inc.), a Nevada corporation with its registered office located in Henderson, Nevada (“Parent”); PIERIS AG, a stock corporation formed under the laws of Germany with its registered office in Freising, Germany, and registered with the commercial register (Handelsregister) of the local court of Munich (the “Commercial Register”) under HR B 133223 (the “Company”); and the shareholders of the Company listed on Exhibit B, attached hereto (the “Holders”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
DEVELOPMENT AND LICENSE AGREEMENTConfidential Treatment Requested • December 18th, 2014 • Marika Inc. • Services-business services, nec • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made and is effective as of this 7th day of October, 2013 (the “Effective Date”) by and between
CONFIDENTIAL TREATMENT REQUESTED Collaboration Research and Technology Licensing AgreementConfidential Treatment Requested • December 18th, 2014 • Marika Inc. • Services-business services, nec
This Definitive Collaboration Research and Technology Licensing Agreement (this “Agreement”) is effective as of May 31, 2011 (the “Effective Date”), and is entered into by and between
CONFIDENTIAL TREATMENT REQUESTED COLLABORATION AND LICENSE AGREEMENTConfidential Treatment Requested • December 18th, 2014 • Marika Inc. • Services-business services, nec
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into effective as of September 24th, 2010 (the “Effective Date”) by and between
AMENDED AND RESTATED MANAGEMENT AGREEMENT betweenManagement Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
WHEREAS, by resolution adopted by the Supervisory Board on December 17, 2009, the Executive was appointed to the Management Board to serve as Chairman of the Management Board (Vorstandsvorsitzender) of the Company for a term from January 1, 2010 to December 31, 2014.
Investment Agreement Pieris AG, Freising, Germany dated October 10, 2014 by and amongInvestment Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
CONFIDENTIAL TREATMENT REQUESTED RESEARCH AND LICENSING AGREEMENT betweenConfidential Treatment Requested • December 18th, 2014 • Marika Inc. • Services-business services, nec
The Parties are jointly conducting research aimed at gaining fundamental insights in the realm of anticalins and lipocalins. To that effect the Parties signed a Research and Licensing Agreement on 26 June / 04 July 2003[***].
JOINT DEVELOPMENT & LICENSE AGREEMENTJoint Development & License Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • England and Wales
This Joint Development and License Agreement (this “Agreement”) is made as of November 21st, 2013 (the “Effective Date”), by and between Pieris AG, a German stock corporation organized and existing under the laws of Germany, whose principal place of business is at Lise-Meitner-Straße 30, 85354 Freising, Germany (“Pieris”), and Stelis BioPharma Private Limited, formerly known as Agila Biotech Private Limited, a company incorporated under the Companies Act (India), 1956 and having its registered office at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“Stelis BioPharma”). Pieris and Stelis BioPharma may be referred to individually as a “Party” or together as the “Parties.”
Convertible Bridge Loan Agreement Dated November 12, 2012 betweenConvertible Bridge Loan Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
Amendment to the Convertible Bridge Loan Agreement dated November 12, 2012 betweenConvertible Bridge Loan Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
Acknowledgement and Waiver Agreement betweenAcknowledgement and Waiver Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
Convertible Bridge Loan Agreement Dated April 14, 2014 betweenConvertible Bridge Loan Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
Management Agreement betweenManagement Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
GENERAL RELEASE AGREEMENTGeneral Release Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of December 17, 2014, is entered into by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (“Seller”), Marika Enterprises Inc., a Nevada corporation and a wholly owned subsidiary of Seller (“Split-Off Subsidiary”) and Aleksandrs Sviks (“Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
Agreement by and betweenMarika Inc. • December 18th, 2014 • Services-business services, nec
Amendment to the Employment Agreement dated October 21, 2014 betweenEmployment Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
CONSULTING AGREEMENTConsulting Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of November 19th, 2014 (the “Effective Date”), by and between Pieris AG, a German stock corporation, with its principal place of business Lise-Meitner-Strasse 30, 85354 Freising-Weihenstephan, Germany (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
Employment Agreement betweenEmployment Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
Management Agreement (the “Agreement”) betweenManagement Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
Management Agreement (The “Agreement”) betweenManagement Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
Consolidated Shareholders’ Agreement 2014 Pieris AG, Freising, Germany dated October 10, 2014 by and amongMarika Inc. • December 18th, 2014 • Services-business services, nec
Amendment Agreement betweenAgreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
CONSULTING AGREEMENT (the “Agreement”)Consulting Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
This Agreement is entered into as of July 9, 2013, by and between Pieris AG, Lise-Meitner-Strasse 30, 85354 Freising-Weihenstephan, Germany, represented by the Executive Board, this one being represented by its Chairman Stephen S. Yoder (hereinafter referred to as “Company”), and Claus Schalper, Kaiser-Ludwig-Platz 1, 80336 München, Germany (hereinafter referred to as “Consultant”) (“Company” and “Consultant” hereinafter referred to as the “Parties”). This Agreement commences after the termination of the Management Agreement of Claus Schalper (“Vorstands-Anstellungsvertrag”).
Settlement Agreement betweenConvenience Translation • December 18th, 2014 • Marika Inc. • Services-business services, nec
COLLABORATION AGREEMENT Between PIERIS AG And ALLERGAN Effective as of August 21, 2009 Portions of the exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the...Collaboration Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • England and Wales
ALLERGAN SALES, LLC a Delaware Limited Liability Company, having a place of business at 2525 Dupont Drive, Irvine, California 92612, ALLERGAN, INC., a Delaware Corporation having its principal place of business at 2525 Dupont Drive, Irvine, California 92612, and ALLERGAN PHARMACEUTICALS HOLDINGS (IRELAND) LTD., (“APHI”) an Irish company, having a registered address at Longphort House, Earlsfort Centre, Lower Leeson Street, Dublin 2, Ireland (collectively, “Allergan”); and
Amendment to the Employment Agreement dated January 28, 2013 betweenEmployment Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
