Panacos Pharmaceuticals, Inc. Sample Contracts

Panacos Pharmaceuticals, Inc. – UNC/NIIGATA/PANACOS LICENSE AGREEMENT (January 23rd, 2009)

UNC/NIIGATA/PANACOS LICENSE AGREEMENT (this “Agreement”), effective as of January 20, 2009 (the “Effective Date”), between THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL having an address at CB #4105, 308 Bynum Hall, Chapel Hill, NC (hereinafter referred to as “University”), NIIGATA UNIVERSITY OF PHARMACY AND APPLIED LIFE SCIENCES having an address at 5-13-2 Kamishin’Ei-cho Niigata 950-2081, Japan (“Niigata”) and PANACOS PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware and having an address at 209 Perry Parkway, Gaithersburg, MD 20877 (together with its Affiliates hereinafter referred to as “Licensee”).

Panacos Pharmaceuticals, Inc. – ASSET PURCHASE AGREEMENT by and between PANACOS PHARMACEUTICALS, INC. as Seller, and MYRIAD PHARMACEUTICALS, INC. as Buyer Dated as of January 20, 2009 (January 23rd, 2009)

THIS ASSET PURCHASE AGREEMENT (as may be amended, modified, or supplemented from time to time as provided herein, this “Agreement”) is made as of the 20th day of January, 2009, by and between PANACOS PHARMACEUTICALS, INC., a Delaware corporation (“Seller”), and MYRIAD PHARMACEUTICALS, INC., a Delaware corporation (“Buyer”). Seller and Buyer are referred to collectively herein as the “Parties” and each, individually as a “Party.”

Panacos Pharmaceuticals, Inc. – PATENT LICENSE AGREEMENT (January 23rd, 2009)

WHEREAS, pursuant to an Asset Purchase Agreement dated as of January 20, 2009, by and between Panacos and Myriad (“Purchase Agreement”), Myriad acquired certain assets from Panacos used or which Myriad intends to use in connection with the development (preclinical and clinical), manufacture and commercialization of 3-O-(3’,3’-dimethylsuccinyl) betulinic acid and salts and solvates thereof, and polymorphs thereof (“Bevirimat”);

Panacos Pharmaceuticals, Inc. – LOAN RESTRUCTURING AGREEMENT (November 24th, 2008)

This Loan Restructuring Agreement (“Agreement”) is made as of the 21st day of November, 2008 among and between the following parties:

Panacos Pharmaceuticals, Inc. – Panacos Pharmaceuticals, Inc. 2005 Supplemental Equity Compensation Plan (as amended and restated as of June 12, 2007) (March 7th, 2008)

The purposes of this Plan are: (i) to provide long-term incentives and rewards to those key employees (the “Employee Participants”) of Panacos Pharmaceuticals, Inc. (the “Corporation”) and its Affiliates (if any), and any other persons (the “Non-employee Participants”) who are in a position to contribute to the long-term success and growth of the Corporation and its Affiliates; (ii) to assist the Corporation in retaining and attracting executives and key employees with requisite experience and ability; and (iii) to associate more closely the interests of such executives and key employees with those of the Corporation’s stockholders.

Panacos Pharmaceuticals, Inc. – PANACOS PHARMACEUTICALS, INC. 1998 Equity Incentive Plan (as amended and restated as of June 12, 2007) (March 7th, 2008)
Panacos Pharmaceuticals, Inc. – RESTRICTED STOCK AGREEMENT PANACOS PHARMACEUTICALS, INC. (March 7th, 2008)

AGREEMENT made as of the <DAY> day of <MONTH>, 200_ (the “Grant Date”), between Panacos Pharmaceuticals, Inc. (the “Company”), a Delaware corporation having its principal place of business in Watertown, Massachusetts, and <NAME>, (the “Participant”).

Panacos Pharmaceuticals, Inc. – PANACOS PHARMACEUTICALS, INC. 1998 Director Stock Option Plan (as amended and restated as of June 12, 2007) (March 7th, 2008)
Panacos Pharmaceuticals, Inc. – PANACOS PHARMACEUTICALS, INC. 1999 Supplemental Equity Compensation Plan (as amended and restated as of June 12, 2007) (March 7th, 2008)

The purposes of this Plan are: (i) to provide long-term incentives and rewards to those key employees (the “Employee Participants”) of Panacos Pharmaceuticals, Inc. (the “Corporation”) and its Affiliates (if any), and any other persons (the “Non-employee Participants”) who are in a position to contribute to the long-term success and growth of the Corporation and its Affiliates; (ii) to assist the Corporation in retaining and attracting executives and key employees with requisite experience and ability; and (iii) to associate more closely the interests of such executives and key employees with those of the Corporation’s stockholders.

Panacos Pharmaceuticals, Inc. – Panacos Receives Notice Regarding Minimum Bid Price Rule (January 30th, 2008)

Watertown, MA (January 30, 2008) – Panacos Pharmaceuticals, Inc. (NASDAQ: PANC), a biotechnology company dedicated to developing the next generation of antiviral therapeutic products, announced that on January 28, 2008 it received a letter from The Nasdaq Stock Market advising that, for the 30 consecutive business days preceding the date of the letter, the bid price of the Company’s common stock had closed below the $1.00 per share minimum bid price required for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Marketplace Rule 4450(a)(5). This notification has no effect on the continued listing of the Company’s common stock at this time.

Panacos Pharmaceuticals, Inc. – PANACOS PHARMACEUTICALS, INC. (January 7th, 2008)

On behalf of Panacos Pharmaceuticals, Inc. (“Panacos” or “the Company”), I am very pleased to extend an offer of employment to you. The following summarizes the terms of your anticipated employment with Panacos. I encourage you to contact me or Stephen Andre in Human Resources with any questions you may have.

Panacos Pharmaceuticals, Inc. – AMENDED AND RESTATED BY-LAWS OF PANACOS PHARMACEUTICALS, INC. as amended December 18, 2007 (December 20th, 2007)
Panacos Pharmaceuticals, Inc. – [PANACOS PHARMACEUTICALS LETTERHEAD] (September 25th, 2007)

The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation of employment from Panacos Pharmaceuticals, Inc. (the “Company”). As more fully set forth below, the Company desires to provide you with severance pay and benefits in exchange for certain agreements by you.

Panacos Pharmaceuticals, Inc. – Contract (August 7th, 2007)

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 AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

Panacos Pharmaceuticals, Inc. – LOAN AND SECURITY AGREEMENT (August 7th, 2007)

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 28, 2007 and is entered into by and between PANACOS PHARMACEUTICALS, INC., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).

Panacos Pharmaceuticals, Inc. – SUBLEASE (August 7th, 2007)

This Sublease (the “Sublease”) is made as of June 28, 2007 by and between PANACOS PHARMACEUTICALS, INC., a Delaware corporation (“Landlord”), and WOLFE LABORATORIES, INCORPORATED, a Massachusetts corporation (“Subtenant”).

Panacos Pharmaceuticals, Inc. – Statement of Policy with respect to Equity Award Approvals June 12, 2007 (June 14th, 2007)
Panacos Pharmaceuticals, Inc. – Offer letter of employment for Alan W. Dunton, M.D. (March 13th, 2007)

On behalf of Panacos Pharmaceuticals, Inc. (“Panacos” or “the Company”), I am very pleased to extend an offer of employment to you. The following summarizes the terms of your anticipated employment with Panacos. I encourage you to contact me, Peyton Marshall or Stephen Andre in Human Resources with any questions you may have.

Panacos Pharmaceuticals, Inc. – Offer letter of employment for Robert B. Pelletier (November 9th, 2006)

On behalf of Panacos Pharmaceuticals, Inc. (“Panacos” or “the Company”), I am very pleased to extend an offer of employment to you. The following summarizes the terms of your anticipated employment with Panacos. Of course, not all of the terms and requirements of your employment can be set forth in this letter, and I encourage you to contact me or Stephen Andre in Human Resources with any questions you may have.

Panacos Pharmaceuticals, Inc. – Frederick Schmid, DVM, MBA April 14, 2006 Post Office Box 10 Hillsborough, NC 27278 (August 9th, 2006)

On behalf of Panacos Pharmaceuticals, Inc. (“Panacos” or “the Company”), I am very pleased to extend an offer of employment to you. The following summarizes the terms of your anticipated employment with Panacos. Of course, not all of the terms and requirements of your employment can be set forth in this letter, and I encourage you to contact me or Stephen Andre in Human Resources with any questions you may have.

Panacos Pharmaceuticals, Inc. – July 10, 2006 Graham P. Allaway, Ph.D. 14205 White Water Way Darnestown, MD 20878 Dear Graham, (July 11th, 2006)

On behalf of Panacos Pharmaceuticals, Inc. (“Panacos” or the “Company”), I am very pleased to confirm the terms of your promotion to President. The following summarizes the terms of your compensation in your new position and sets forth other terms and conditions of your promotion. Of course, not all of the terms and requirements of your employment can be set forth in this letter, and I encourage you to contact Stephen Andre or me with any questions you may have.

Panacos Pharmaceuticals, Inc. – AMENDED AND RESTATED PANACOS PHARMACEUTICALS, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN (June 28th, 2006)

WHEREAS, Panacos Pharmaceuticals, Inc. (the “Company”) wishes to establish the Amended and Restated Panacos Pharmaceuticals, Inc. 1998 Employee Stock Purchase Plan (the “Plan”) providing for the grant of options to purchase common stock of the Company to employees who are employed by the Company on a regular full-time basis.

Panacos Pharmaceuticals, Inc. – Panacos Pharmaceuticals, Inc. 2005 Supplemental Equity Compensation Plan (as amended and restated on April 25, 2006) (June 28th, 2006)

The purposes of this Plan are: (i) to provide long-term incentives and rewards to those key employees (the “Employee Participants”) of Panacos Pharmaceuticals, Inc. (the “Corporation”) and its Affiliates (if any), and any other persons (the “Non-employee Participants”) who are in a position to contribute to the long-term success and growth of the Corporation and its Affiliates; (ii) to assist the Corporation in retaining and attracting executives and key employees with requisite experience and ability; and (iii) to associate more closely the interests of such executives and key employees with those of the Corporation’s stockholders.

Panacos Pharmaceuticals, Inc. – SECOND AMENDMENT TO LEASE (May 10th, 2006)

THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into this 21st day of March, 2006 (the “Amendment Date”) by and between Saul Holdings Limited Partnership (hereinafter referred to as “Landlord”) and Panacos Pharmaceuticals, Inc., a Delaware corporation, formerly known as V.I. Technologies, Inc. (hereinafter referred to as “Tenant”).

Panacos Pharmaceuticals, Inc. – PANACOS PHARMACEUTICALS, INC. 1998 Equity Incentive Plan Incentive Stock Option Certificate (March 16th, 2006)

Panacos Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, hereby grants to the person named below an option to purchase shares of Common Stock, $0.01 par value, of the Company (the “Option”) under and subject to the Company’s 1998 Equity Incentive Plan (the “Plan”) exercisable on the terms and conditions set forth below and those attached hereto and in the Plan:

Panacos Pharmaceuticals, Inc. – PANACOS PHARMACEUTICALS, INC. 1999 Supplemental Equity Compensation Plan Incentive Stock Option Certificate (March 16th, 2006)

Panacos Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, hereby grants to the person named below an option to purchase shares of Common Stock, $0.01 par value, of the Company (the “Option”) under and subject to the Company’s 1999 Supplemental Equity Compensation Plan (the “Plan”) exercisable on the terms and conditions set forth below and those attached hereto and in the Plan:

Panacos Pharmaceuticals, Inc. – LICENSE AGREEMENT (March 16th, 2006)

THIS LICENSE AGREEMENT (this “Agreement”), effective as of February 28, 2003 (the “Effective Date”), is between THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL having an address at CB #4105, 308 Bynum Hall, Chapel Hill, NC (hereinafter referred to as “University”) and PANACOS PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware and having an address at 209 Perry Parkway, Gaithersburg, MD 20877 (hereinafter referred to as “Licensee”).

Panacos Pharmaceuticals, Inc. – RESTRICTED STOCK AGREEMENT PANACOS PHARMACEUTICALS, INC. (March 16th, 2006)

AGREEMENT made as of the ___ day of , (the “Grant Date”), between Panacos Pharmaceuticals, Inc. (the “Company”), a Delaware corporation having its principal place of business in Watertown, Massachusetts, and , (the “Participant”).

Panacos Pharmaceuticals, Inc. – FLEX SPACE OFFICE LEASE (March 16th, 2006)

THIS LEASE, made this 10th day of July, 2001, by and between SAUL HOLDINGS LIMITED PARTNERSHIP (hereinafter “Landlord”); and PANACOS PHARMACEUTICALS, INC., a Delaware corporation (hereinafter “Tenant”).

Panacos Pharmaceuticals, Inc. – PANACOS PHARMACEUTICALS, INC. 2005 Supplemental Equity Compensation Plan Incentive Stock Option Certificate (January 30th, 2006)

Panacos Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, hereby grants to the person named below an option to purchase shares of Common Stock, $0.01 par value, of the Company (the “Option”) under and subject to the Company’s 2005 Supplemental Equity Compensation Plan (the “Plan”) exercisable on the terms and conditions set forth below and those attached hereto and in the Plan:

Panacos Pharmaceuticals, Inc. – PANACOS PHARMACEUTICALS, INC. 2005 Supplemental Equity Compensation Plan Non- qualified Stock Option Certificate (January 30th, 2006)

Panacos Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, hereby grants to the person named below an option to purchase shares of Common Stock, $0.01 par value, of the Company (the “Option”) under and subject to the Company’s 2005 Supplemental Equity Compensation Plan (the “Plan”) exercisable on the terms and conditions set forth below and those attached hereto and in the Plan:

Panacos Pharmaceuticals, Inc. – RESTRICTED STOCK AGREEMENT PANACOS PHARMACEUTICALS, INC. (January 30th, 2006)

AGREEMENT made as of the day of <Month>, <Year> (the “Grant Date”), between Panacos Pharmaceuticals, Inc. (the “Company”), a Delaware corporation having its principal place of business in Watertown, Massachusetts, and <Name>, (the “Participant”).

Panacos Pharmaceuticals, Inc. – INDEMNIFICATION AGREEMENT (December 22nd, 2005)

THIS AGREEMENT is made and entered into this day of , 20 by and between PANACOS PHARMACEUTICALS, INC., a Delaware corporation (the “Corporation”), and (“Agent”). Its purpose is to provide the maximum protection for the Agent against personal liability arising out of his or her service to the Corporation so as to encourage the continuation of such service and the effective exercise of his or her business judgment in connection therewith.

Panacos Pharmaceuticals, Inc. – Peyton J. Marshall, Ph.D. August 15, 2005 Lincoln, MA 01773 (November 10th, 2005)

On behalf of V.I. Technologies, Inc. (“Vitex” or “the Company”), I am very pleased to extend an offer of employment to you. The following summarizes the terms of your anticipated employment with Vitex. Of course, not all of the terms and requirements of your employment can be set forth in this letter, and I encourage you to contact me or Stephen Andre in Human Resources with any questions you may have.

Panacos Pharmaceuticals, Inc. – Re: Severance Agreement (November 10th, 2005)

This letter sets forth the terms and conditions of the severance benefits that will be provided to you by Panacos Pharmaceuticals, Inc. (the “Company”) in the event your employment is terminated by the Company for a reason other than Cause, or in the event you voluntarily resign for a Good Reason, as those terms are defined below (a “Qualifying Termination”). No severance benefits will be provided upon your termination for Cause or your voluntary resignation (for other than a Good Reason). Except as provided herein, no severance benefits will be provided upon your death or termination due to a disability, as determined by the Company in its reasonable discretion. No severance will be provided upon your termination in connection with the Company’s dissolution or cessation of operations without the establishment of a successor entity. This letter shall be referred to as the “Agreement” herein. For the purposes hereof, the “Trigger Date” shall mean the earlier of (i) the closing of a fina