NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN...Merrimack Pharmaceuticals Inc • July 8th, 2011 • Connecticut
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase One Thousand Thirty Three (1,033) shares of the fully paid and nonassessable Series C Convertible Preferred Stock (the “Shares” or the “Preferred Stock”) of Merrimack Pharmaceuticals, Inc., a Massachusetts corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean the Company’s presently authorized Series C Convertible Preferred Stock and any stock into which such Series C Convertible Preferred Stock may hereafter be converted or exchanged.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COLLABORATION AGREEMENTCollaboration Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • New York
THIS COLLABORATION AGREEMENT (the “Agreement”) is made as of November 16, 2009 (the “Effective Date”), by and between ADIMAB, INC., a Delaware corporation having an address at 16 Cavendish Court, Lebanon, NH 03766 (“Adimab”) and MERRIMACK PHARMACEUTICALS, INC., a Massachusetts corporation having an address at One Kendall Square, Suite B7201, Cambridge, MA 02139 (“Merrimack”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDED AND RESTATED COLLABORATION AGREEMENTCollaboration Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • Massachusetts
This AMENDED AND RESTATED COLLABORATION AGREEMENT (“Agreement”), effective as of January 24, 2007 (the “Effective Date”), is between DYAX CORP., a Delaware corporation, with offices at 300 Technology Square, Cambridge, Massachusetts 02139, U.S.A. (“Dyax”), and MERRIMACK PHARMACEUTICALS, INC., a Massachusetts corporation with its principal place of business located at One Kendall Square, Building 700, 2nd Floor, Cambridge, MA 02139, U.S.A. (“Merrimack”).
COMMERCIAL LICENSE AGREEMENT ENTERED INTO WITH Merrimack Pharmaceuticals, Inc. Merrimack Selexis SACommercial License Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc
Whereas, Merrimack is a biopharmaceutical company engaged in the research, development, manufacturing and sale of biopharmaceutical products; and
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. ASSIGNMENT, SUBLICENSE AND COLLABORATION AGREEMENT by and between PHARMAENGINE, INC. and MERRIMACK PHARMACEUTICALS (BERMUDA) LTD.Assignment, Sublicense and Collaboration Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • New York
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisk denote omissions. EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and HERMES BIOSCIENCES, INC. for [**] (UC Case...Exclusive License Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • California
This license agreement (“Agreement”) is made effective this 1st day of November, 2000 (“Effective Date”), between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”), and Hermes Biosciences, Inc., a California corporation, having a principal place of business at 61 Airport Boulevard, Suite B, South San Francisco, California 94080 (“Licensee”).
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and MERRIMACK PHARMACEUTICALS, INC. for [**] (UC Case No. [**]) [**] (UC Case No. [**]) and [**] (UC Case No. [**])Exclusive License Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • California
This license agreement (“Agreement”) is made effective this 16th day of March, 2005 (“Effective Date”), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”) and Merrimack Pharmaceuticals, Inc., a Massachusetts corporation, having a principal place of business at 101 Binney Street, Cambridge, Massachusetts 02142 (“Licensee”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENT Between Hermes Biosciences, Inc. And PharmaEngine, Inc. Dated As of September 26, 2005License Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • California
GENERAL. As used in this Agreement, unless context dictates otherwise, the following terms shall have the meanings set forth in this Article 1 and words denoting the singular shall include the plural and vice versa.
Sublease By and Between FibroGen Inc. And Silver CreekLease Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • California
This SUBLEASE (“Sublease”) is effective as of August 6, 2010 (“Effective Date”), by and between FibroGen, Inc., a Delaware Corporation (“FibroGen”), and Silver Creek (“Subtenant”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AND COLLABORATION AGREEMENT By and Between SANOFI-AVENTIS and MERRIMACK PHARMACEUTICALS, INC.License and Collaboration Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • Massachusetts
This License and Collaboration Agreement (this “Agreement”), dated the 30th day of September, 2009 (the “Execution Date”), is by and between SANOFI-AVENTIS, a French corporation with its principal offices at 174 avenue de France, 75013 Paris, France (“SANOFI-AVENTIS”), and MERRIMACK PHARMACEUTICALS, INC., a Massachusetts corporation with its principal offices at One Kendall Square, Suite B7201, Cambridge, MA 02139-1670, U.S.A. (“MERRIMACK”).
Confidential Materials omitted and filed separately with the Securities and Exchang Commission. Asterisks denote omissions. PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT — NONEXCLUSIVE COVER PAGEPatent License Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D ((Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • Delaware
This Fifth Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of this 6th day of April, 2011 by and among Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
SUBLICENSE AGREEMENTSublicense Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • New York
This SUBLICENSE AGREEMENT (“Sublicense”), dated effective as of June 30, 2008 (the “Effective Date”), is entered into between DYAX CORP., a Delaware corporation, of 300 Technology Square, Cambridge, Massachusetts 02139 (“Dyax”), and Merrimack Pharmaceuticals, Inc. a Massachusetts corporation of One Kendall Square, Building 700, Cambridge, MA 02139 (“Sublicensee”).
ContractWarrant Agreement • July 8th, 2011 • Merrimack Pharmaceuticals Inc • Massachusetts
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
