TRADEMARK LICENSE AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF JULY 29, 2016Trademark License Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations
This TRADEMARK LICENSE AGREEMENT (“Agreement”), effective as of July 29, 2016, 2016 (the “Effective Date”), is by and between Emergent BioSolutions, Inc., a corporation organized under the laws of Delaware and having its corporate head office located at 400 Professional Drive, Suite 400, Gaithersburg, MD 20879 (“Emergent”), and Aptevo Therapeutics, Inc., a corporation organized under the laws of Delaware and having its principal place of business at 2401 4th Ave. Suite 1050, Seattle, WA 98121 (“Aptevo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement (“SDA”), or, if not therein, in the Transition Services Agreement (“TSA”), or, if not therein, in the Product License Agreement (“PLA”), or, if not therein, in the Manufacturing Services Agreement (“MSA”) or, if not therein, in the Canadian Distribution Agreement (“CDA”), each dated as of the date hereof, by and between E
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement is made this ___ day of _________ 20__, by and between Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), and ________, (the “Indemnitee”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF JULY 29, 2016Separation and Distribution Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 29, 2016 (this “Agreement”), is made and entered into by and between Emergent BioSolutions Inc., a Delaware corporation (“Emergent”), and Aptevo Therapeutics Inc., a Delaware corporation (“Aptevo”). Aptevo and Emergent are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 1, 2016, by and among Aptevo Therapeutics Inc., a Delaware corporation (together with any successor thereto, the “Company”) and the holders of shares of the Company’s Common Stock, $0.001 par value per share, listed on Exhibit A attached hereto (each, a “Stockholder” and together, the “Stockholders”). Each of the Company and the Stockholders is referred to herein as a “Party” and collectively, as the “Parties.”
TAX MATTERS AGREEMENTTax Matters Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Tax Matters Agreement (the “Agreement”) is entered into as of the 29th day of July, 2016, between Emergent BioSolutions Inc. (“EBSI”), a Delaware corporation, by and on behalf of itself and each Affiliate of EBSI, and Aptevo Therapeutics Inc. (“Aptevo” and, together with EBSI, the “Parties”), a Delaware corporation, by and on behalf of itself and each Affiliate of Aptevo.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF JULY 29, 2016Employee Matters Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations
This EMPLOYEE MATTERS AGREEMENT, dated as of July 29, 2016 (this Agreement”), is made and entered into by and between Emergent BioSolutions Inc., a Delaware corporation (“Emergent”), and Aptevo Therapeutics Inc., a Delaware corporation (“Aptevo”). Aptevo and Emergent are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement and capitalized terms used in this Agreement but not otherwise defined herein shall have the meaning assigned to them in the Separation and Distribution Agreement.
PRODUCT LICENSE AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF JULY 29, 2016Product License Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations
This PRODUCT LICENSE AGREEMENT (this “Agreement”), effective as of July 29, 2016 (the “Effective Date”), is by and between Emergent BioSolutions, Inc., a corporation organized under the laws of Delaware and having its corporate head office located at 400 Professional Drive, Suite 400, Gaithersburg, MD 20879 (“Emergent”), and Aptevo Therapeutics, Inc., a corporation organized under the laws of Delaware and having its principal place of business at 2401 4th Ave. Suite 1050, Seattle, WA 98121 (“Aptevo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement (“SDA”) or, if not therein, in the Transition Services Agreement (“TSA”), or, if not therein, in the Manufacturing Services Agreement (“MSA”), or, if not therein, in the Canadian Distributor Agreement (“CDA”), each dated as of the date hereof, by and between Emergent and Aptevo, each as may be amended.
CANADIAN DISTRIBUTOR AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF JULY 29, 2016Canadian Distributor Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This CANADIAN DISTRIBUTOR AGREEMENT dated as of July 29, 2016 (this “Agreement”), is made and entered into by and between Emergent BioSolutions Inc., a Delaware corporation (“Emergent” or “Distributor”) (for whom its designee, Cangene Corporation, a corporation organized under the laws of Canada and a member of the Emergent Group, assumes all rights and obligations under this Agreement), and Aptevo Therapeutics, Inc., a corporation organized under the laws of Delaware (“Aptevo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement (“SDA”), or, if not therein, in the Transition Services Agreement (“TSA”), or, if not therein, in the Manufacturing Services Agreement (“MSA”), or, if not therein, in the Product Licensing Agreement (the “PLA”), or, if not therein, in the Trademark License Agreement (“TLA”), each dated as of the date hereof, by and between Emergent and Aptevo. Th
TRANSITION SERVICES AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF JULY 29, 2016Transition Services Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of July 29, 2016 (this “Agreement”), is entered into by and between Emergent BioSolutions Inc., a Delaware corporation (“Emergent”), and Aptevo Therapeutics Inc., a Delaware corporation (“Aptevo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Emergent and Aptevo (as amended, modified or supplemented from time to time in accordance with its terms, the “SDA”).
MANUFACTURING SERVICES AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF JULY 29, 2016Manufacturing Services Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This MANUFACTURING SERVICES AGREEMENT, dated as of July 29, 2016 (this “Agreement”), is made and entered into by and between Emergent BioSolutions Inc., a Delaware corporation (“Emergent”), and Aptevo Therapeutics Inc., a Delaware corporation (“Aptevo”). Aptevo and Emergent are referred to together as the “Parties” and individually as a “Party.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement (“SDA”) or, if not therein, in the Transition Services Agreement (“TSA”), or, if not therein, in the Canadian Distributor Agreement (“CDA”), or, if not therein, in the Product Licensing Agreement (the “PLA”), or, if not therein, in the Trademark License Agreement (“TLA”), each dated as of the date hereof, by and between Emergent and Aptevo. The Parties acknowledge and agree that this Agreement is an Ancillary Agreement under the SDA.
CONTRIBUTION AGREEMENTContribution Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Contribution Agreement (this “Agreement”) is made and entered into as of July 29, 2016 (the “Effective Date”) by and among Emergent BioSolutions Inc., a Delaware corporation (the “Parent”), Aptevo Therapeutics Inc., a Delaware corporation (“Aptevo”), Aptevo Research and Development LLC, a Delaware limited liability company (“Seattle LLC”), and Aptevo BioTherapeutics LLC, a Delaware limited liability company (“Aptevo LLC”).
