SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Colorado
This Settlement Agreement and Release (the “Agreement”) is made and entered into as of the date of the last signature below (the “Effective Date”), by and among Gilead Sciences, Inc. (in its own capacity and as successor in interest to NeXstar Pharmaceuticals, Inc., successor in interest to NeXagen, Inc.), a Delaware corporation, with its principal place of business at 333 Lakeside Drive, Foster City, CA, 94404 (“Gilead”), Archemix Corp., a Delaware corporation, with its principal place of business at 1 Hampshire Street, 5th Floor, Cambridge, MA 02139 (“Archemix”), and University License Equity Holdings, Inc. (formerly known as University Technology Corporation, successor in interest to University Research Corporation), a Colorado corporation, having a mailing address at 4001 Discovery Drive, Suite 390C, Boulder, CO 80309 (“ULEHI”). Gilead, Archemix and ULEHI are referred to herein individually as a “Party” and collectively as the “Parties”.
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between ARCHEMIX CORP. and MERCK KGaA June 6, 2007Collaborative Research and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 6, 2007, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Merck KGaA, a company organized under the laws of Germany with offices at Frankfurter Str. 250, 64293 Darmstadt, Germany (“MERCK”). Each of MERCK and ARCHEMIX is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
RESEARCH AND LICENSE AGREEMENT BETWEEN EYETECH PHARMACEUTICALS, INC. AND ARCHEMIX CORP. Dated April 8, 2004Research and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
This Research and License Agreement (the “Agreement”) is made and entered into as of this 8th day of April 2004 (the “Effective Date”) between Archemix Corp., a Delaware corporation with offices at One Hampshire Street, Cambridge, MA 02139 (“ARCHEMIX”), and Eyetech Pharmaceuticals, Inc., a Delaware corporation with offices at 500 Seventh Avenue, 18th Floor, New York, New York 10018 (“EYETECH”).
LICENSE AGREEMENT BETWEEN GILEAD SCIENCES, INC. AND ARCHEMIX CORP. October 23, 2001License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • California
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
COLLABORATIVE RESEARCH, SERVICES AND LICENSE AGREEMENTCollaborative Research, Services and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Massachusetts
This Exclusive License Agreement (this “Agreement”) is made effective as of July 31, 2007 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and Ophthotech Corporation, a Delaware corporation with offices at c/o SV Life Sciences, 60 State Street, Suite 3650, Boston, MA 02109 (“Ophthotech”). Archemix and Ophthotech are each hereinafter referred to individually as a “Party” and together as the “Parties.”
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTStock Purchase Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT dated as of [ ] (the “Agreement”) is made by and between Archemix Corp., a Delaware corporation (the “Company”), and Nuvelo, Inc., a Delaware corporation (the “Purchaser”).
LICENSE AGREEMENTLicense Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of July 23, 2007 (the “Effective Date”), by and between Archemix Corp., having principal offices at 300 Third Street, Cambridge, Massachusetts 02142 (“Archemix”), and Isis Pharmaceuticals, Inc., having principal offices at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”). Archemix and Isis each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between ARCHEMIX CORP. and TAKEDA PHARMACEUTICAL COMPANY LIMITED June 11, 2007Collaborative Research and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 11, 2007, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Takeda Pharmaceutical Company Limited, a Japanese corporation with a principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“TAKEDA”). Each of TAKEDA and ARCHEMIX is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENTTechnology Development and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Delaware
THIS TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”) dated as of August 6, 2003 (the “Effective Date”), is entered into between Archemix Corp., a Delaware corporation, having a place of business at 1 Hampshire Street, Cambridge, MA 02139 (“Archemix”), and Aptamera, Inc., a Delaware corporation, having a place of business at 640 S. Fourth Street, Suite 400, Louisville, KY 40202, (“Aptamera”). Each of Archemix and Aptamera may be referred to herein as a “Party” and together as the “Parties.”
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between ARCHEMIX CORP. and ELAN PHARMA INTERNATIONAL, LIMITED June 30, 2006Collaborative Research and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Delaware
This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 30, 2006, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Elan Pharma International Limited, a private company limited by shares organized under the laws of Ireland with offices at Monksland, Athlone, County Westmeath, Ireland (“ELAN”). Each of ELAN and ARCHEMIX is sometimes referred to individually herein as a “Party” and are sometimes referred to collectively as the “Parties.”
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between ARCHEMIX CORP. and MERCK, KGaA January 17, 2007Collaborative Research and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of January 17, 2007, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Merck KGaA, a company organized under the laws of Germany with offices at Frankfurter Str. 250, 64293 Darmstadt, Germany (“MERCK”). Each of MERCK and ARCHEMIX is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED LICENSE AGREEMENT (together with the exhibits hereto, this “Agreement”) is entered into as of June 14, 2007 (the “Restatement Execution Date”) and effective as of the Restatement Effective Date (as defined below), by and among Archemix Corp., a Delaware corporation with its principal place of business located at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and SomaLogic, Inc., a Delaware corporation with its principal place of business located at 1775 38th Street, Boulder, CO 80301 (“SomaLogic”). Each of Archemix and SomaLogic may be referred to herein as a “Party” and together as the “Parties.”
LICENSE AGREEMENTLicense Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT (this “Agreement”), dated as of October ___, 2003 (the “Effective Date”), is entered into between Archemix Corp., a Delaware corporation, having a place of business at 1 Hampshire Street, Cambridge, MA 02139 (“Archemix”), and Regado Biosciences, Inc., a Delaware corporation, having a place of business at 7030 Kit Creek Road, RTP, NC 27560, (“Regado”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is made effective as of December 10, 2007 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and Ribomic, Inc., a corporation organized under the laws of Japan with offices at 3-15-5-601 Shirokanedai, Minato-Ku, Tokyo 108-007 Japan (“Ribomic”). Archemix and Ribomic are each sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
RESEARCH LICENSE AND OPTION AGREEMENTResearch License and Option Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
This Research License and Option Agreement (this “Agreement”) is made effective as of June 11, 2008 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and Ribomic, Inc., a corporation organized under the laws of Japan with offices at Shirokanedai Usui Building, 3-16-13 Shirokanedai, Minato-ku, Tokyo 108-0071 Japan (“Ribomic”). Archemix and Ribomic are each sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
FEASIBILITY STUDY, LICENSE AND OPTION AGREEMENTFeasibility Study, License and Option Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Delaware
This Feasibility Study, License and Option Agreement (this “Agreement”) is made effective as of August 31, 2008 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, Massachusetts 02142 (“Archemix”), and Eli Lilly and Company, an Indiana corporation with a business address at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”). Archemix and Lilly are each sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Massachusetts
This First Amendment to Employment Agreement dated as of June 30, 2008 (this “Amendment”) is entered into by and between Archemix Corp. (which, together with any parent companies, subsidiaries, affiliates, successors and assigns shall be referred to as “Archemix” or the “Company”), with its principal offices at 300 Third Street, Cambridge, MA 02142, and Dr. Errol DeSouza (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement dated as of March 7, 2003 by and between the Company and the Executive (the “Original Agreement”).
FORM OF ARCHEMIX CORP. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Massachusetts
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), by and between Archemix Corp., a Delaware corporation (the “Company”), and (the “Executive”), is made as of September 30, 2008 (the “Effective Date”).
