XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President and CEO Agreement and Plan of Merger Signature Page MERGER SUB: PROCAR ACQUISITION CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President Agreement and Plan of Merger Signature Page IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the date first written above. COMPANY: COLUCID PHARMACEUTICALS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Agreement and Plan of Merger Signature Page Annex A Conditions of the Offer Capitalized terms used in this Annex A but not defined herein have the meanings assigned to such terms in the Agreement and Plan of Merger (the “Agreement”) of which this Annex A is a part. Notwithstanding any other term of the Offer or the Agreement to the contrary, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of the Agreement) may terminate the Offer and not accept for payment any tendered Shares: (i) if the Agreement has been terminated in accordance with Article 8 of the Agreement; or (ii) at any scheduled Expiration Date (as it may have been extended pursuant to Section 1.1(c) of the Agreement), if (x) the conditions in clauses (a) and (d) below have not been satisfied by one minute after 11:59 p.m., New York City time, on the Expiration Date or (y) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:
XXX XXXXX AND COMPANY. Immunocore Limited, having its principal place of business at 000 Xxxx Xxxxx, Xxxxxx Xxxx, Abingdon, Xxxx, XX00 0XX, Xxxxxx Xxxxxxx (“Immunocore”), and Xxx Xxxxx and Company, Lilly Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, 00000, Xxxxxx Xxxxxx of America (“Lilly”) entered into a Development and License Agreement On July 11, 2014 (“the Agreement”). The Parties desire to amend the Agreement to provide for transfer of Material and related confidential and proprietary information between the Parties. This is an Amendment to the Agreement, and this 3rd Amendment is entered into on the last date signed below by the Parties. The Parties are willing to provide each other with such Material and related confidential and proprietary information subject to the terms and conditions stated herein.
XXX XXXXX AND COMPANY. Applied Molecular Evolution, Inc ....... Applied Molecular Evolution, Inc., Xxx Lilly and Company. Xxxxxx KGaA, The Dial Corporation. JLL Partners Fund IV, L.P., Xxxxxxxxx Capital Partners Fund IV, L.P., PGT Holdings Company. MGE Finances SAS, Schneider Elec- tric S.A. Axis Systems, Inc., Verisity Ltd. Cumulus Media Inc., Southern Min- nesota Broadcasting Co. Xxxxxx Associated Companies, Inc., Sylvan Inc. Alcoa ACC Industrial Chemicals Ltd., Alcoa Chemicals Japan Limited, Alcoa Chemie GmbH, Alcoa Chemie Nederland B.V., Aloca Inc., Alcoa World Alumina LLC, Australian Fused Materials Pty Ltd., Discovery Aluminas, Inc., Qingdao Alcoa Co., Ltd., Qingdao Alcoa Trading Co., Ltd., Rhone Capital LLC. Citrix Systems, Inc., Xxxxxxxxxx.xxx.Xxx. Sunshine Network, The News Cor- poration Limited. Compass Partners European Equity Fund (Bermuda) L.P., DBM Group S.A., Drake Beam Xxxxx do Brasil Commercial Ltda., Drake Beam Xxxxx, Inc., Xxxxxxx X. Xxxxxxx. American Central Eastern Texas Gas Company, Ltd Partnership Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx. American Central Eastern Texas Gas Co., Ltd. Partnership, Ste- phen X. Xxxxxxx, Xxxxxxx X. Xxxxxx. Alaska Pipeline Company, LLC, Atlas Pipeline Partners, L.P., SEMCO Energy, Inc. National Medical Health Card Sys- tems, Inc., New Mountain Part- ners, L.P. Summit America Television, Inc., The Xxxxxx X. Scripps Trust. Xxxxx & XxXxxxxx Companies, Inc., Synhrgy HR Technologies, Inc. Gannett Co., Inc., Xxxxxx Publishing L.L.C.
XXX XXXXX AND COMPANY. Signature ------------------------------ Printed Name Accepted and agreed to as of the date first written above: LIGAND PHARMACEUTICALS INCORPORATED By: -----------------------------------
XXX XXXXX AND COMPANY. By: /s/ Xxxxxx X. Xxxx --------------------------------------------- Title: Executive Vice President, Science and Technology ----------------------------------------- STRUCTURAL GENOMIX, INC. By: /s/ M. Grey --------------------------------------------- Title: President and CEO ------------------------------------------
XXX XXXXX AND COMPANY. In June 2000, Xxx Lilly executed a follow-on development agreement to their 1997 multi-year research and option agreement with us to develop oral formulations of Forteo (recombinant parathyroid hormone) and Humatrope (human growth hormone (hGH)) utilizing our proprietary drug delivery technology. Under the new agreement, we will collaborate to bring oral forms of Forteo and Humatrope into clinical testing. The new agreement also provides for supplemental research and development funding. In addition, we received a $2.0 million milestone payment under the terms of the previous agreement. In fiscal 1998, Lilly entered into two license agreements to use our technologies in connection with Forteo and Humatrope and we received a $4.0 million milestone payment. Through July 31, 2000, we have recognized contract research revenues of $10.2 million ($2.2 million, $1.4 million, and $6.6 million in 2000, 1999 and 1998, respectively). Regeneron Pharmaceuticals Inc. During fiscal 2000, we entered into a research collaboration with Regeneron Pharmaceuticals, Inc. to investigate the applicability of our technology to the development of an oral form of Regeneron's protein compound candidate for the treatment of obesity, Axokine. Novartis Pharma AG. In connection with our 1997 research collaboration with Novartis Pharma AG, in fiscal 2000 Novartis agreed to execute its option to acquire an exclusive license to develop and commercialize oral salmon calcitonin. In addition, during fiscal 2000, Novartis agreed to extend its collaboration with us to investigate the oral delivery of a second Novartis compound. In conjunction with the above agreements, Novartis made a $2.5 million cash payment to us during fiscal 2000. Through July 31, 2000, we have recognized contract research revenues of $8.6 million ($3.5 million, $2.9 million, and $2.2 million in 2000, 1999 and 1998, respectively). Feasibility Studies. We have also entered into a number of proof-of-concept studies with additional pharmaceutical and biotechnology companies for various injectable compounds. These feasibility studies are ongoing. Emisphere will continue to pursue additional feasibility studies to determine the potential for further collaborative development programs.
XXX XXXXX AND COMPANY. By: ----------------------------- Xxxxx X. Xxxxxx Vice President and Treasurer XXXXXX INTERNATIONAL INC. By: ----------------------------- Xxxx X. Xxxxxxx, Xx. Corporate Vice President Corporate Development & Strategy
XXX XXXXX AND COMPANY. This Confidential Individual Settlement Agreement and Release of All Claims (hereinafter the “Confidential Release”) is entered into between individually and on behalf of all derivative claimants under applicable law, (hereinafter defined directly below as “Claimant”) and Xxx Lilly and Company (hereinafter “Lilly” as further defined below). This Confidential Release is deemed effective as of (the “Effective Date”).
XXX XXXXX AND COMPANY. By: /s/ Xxxxxx Xxxxxx -------------------- Title: President and Chief Operating Officer LIGAND PHARMACEUTICALS INCORPORATED By: /s/ Xxxxx X. Xxxxxxxx --------------------- Xxxxx X. Xxxxxxxx President and Chief Executive Officer SERAGEN, INC.
XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chair and Chief Executive Officer PURCHASER: SHENANDOAH ACQUISITION CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President [Signature Page to Tender and Support Agreement] The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: FLAGSHIP VENTURES FUND V, L.P. By: its General Partner Flagship Ventures Fund V General Partner LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory FLAGSHIP PIONEERING SPECIAL OPPORTUNITIES FUND II, L.P. By: Flagship Pioneering Special Opportunities Fund II General Partner LLC, its General Partner By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory [Signature Page to Tender and Support Agreement] Schedule A Name of Stockholders Company Common Stock FLAGSHIP VENTURES FUND V LP 683,760 FLAGSHIP PIONEERING SPECIAL OPPORTUNITIES FUND II LP 113,960
