OFFICE LEASELease • November 9th, 2007 • Archemix Corp. • Pharmaceutical preparations • Massachusetts
ARCHEMIX CORP.Archemix Corp. • July 25th, 2007 • Delaware
EXHIBIT G ARCHEMIX CORP. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated as of [_________] (the "AGREEMENT") is made by and between Archemix Corp., a Delaware corporation (the "COMPANY"), and Nuvelo, Inc., a Delaware corporation...Registration Rights Agreement • July 25th, 2007 • Archemix Corp. • Delaware
FOR GRANTS TO SENIOR EXECUTIVES [APPROVED BY THE BOARD OF DIRECTORS 1/05] INCENTIVE STOCK OPTION AGREEMENT ARCHEMIX CORP. AGREEMENT made as of the ___ day of _______ 200_, between Archemix Corp. (the "Company"), a Delaware corporation having a...Incentive Stock Option Agreement • July 25th, 2007 • Archemix Corp. • Delaware
OFFICE LEASEOffice Lease • July 25th, 2007 • Archemix Corp. • Massachusetts
WITNESSETHEmployment Agreement • July 25th, 2007 • Archemix Corp. • Massachusetts
Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Archemix Corp. • July 25th, 2007 • Delaware
Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Archemix Corp. • July 25th, 2007 • Delaware
EXHIBIT 10.24 FOR GRANTS TO SENIOR EXECUTIVES AND DIRECTORS [APPROVED BY THE BOARD OF DIRECTORS 1/05] NON-QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • July 25th, 2007 • Archemix Corp. • Delaware
Archemix Corp. Common Stock UNDERWRITING AGREEMENT dated [___], 2007 Bear, Stearns & Co. Inc. Cowen and Company, LLCUnderwriting Agreement • November 9th, 2007 • Archemix Corp. • Pharmaceutical preparations • New York
Introductory. Archemix Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [___] shares (the “Firm Shares”) of its Common Stock, par value $.001 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional [___] shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. Bear, Stearns & Co. Inc. (“Bear Stearns”) and Cowen and Company, LLC (“Cowen”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares.
WITNESSETHEmployment Agreement • July 25th, 2007 • Archemix Corp. • Massachusetts
Archemix Corp. Common Stock UNDERWRITING AGREEMENT dated [ ], 2007 Banc of America Securities LLC Bear, Stearns & Co. Inc.Underwriting Agreement • October 23rd, 2007 • Archemix Corp. • Pharmaceutical preparations • New York
Introductory. Archemix Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [___] shares (the “Firm Shares”) of its Common Stock, par value $.001 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional [___] shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. Banc of America Securities LLC (“BAS”) and Bear, Stearns & Co. Inc. (“Bear Stearns”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • August 7th, 2007 • Archemix Corp. • 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 • August 7th, 2007 • Archemix Corp. • 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 , 2004Research and License Agreement • August 7th, 2007 • Archemix Corp. • 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 • August 7th, 2007 • Archemix Corp. • Pharmaceutical preparations • California
Portions of this Exhibit were omitted and have been filed separatelyly 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 • August 7th, 2007 • Archemix Corp. • 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 • August 31st, 2007 • Archemix Corp. • 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 • August 7th, 2007 • Archemix Corp. • 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 • August 31st, 2007 • Archemix Corp. • 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 • August 7th, 2007 • Archemix Corp. • 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 • August 7th, 2007 • Archemix Corp. • 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 • August 7th, 2007 • Archemix Corp. • 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.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2007 • Archemix Corp. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made and entered into this day of , 2007 by and between ARCHEMIX CORP., a Delaware corporation (the “Corporation”), and (“Agent”).
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between ARCHEMIX CORP. and MERCK, KGaA January 17, 2007Collaborative Research and License Agreement • August 7th, 2007 • Archemix Corp. • 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 • August 7th, 2007 • Archemix Corp. • 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 • August 7th, 2007 • Archemix Corp. • 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 , (“Regado”).
STOCK PURCHASE AGREEMENT by and between ARCHEMIX CORP. and NUVELO, INC. Dated as of [_______________]Stock Purchase Agreement • October 23rd, 2007 • Archemix Corp. • Pharmaceutical preparations • Delaware
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”).
ARCHEMIX CORP. APRIL 11, 2005Loan Modification Agreement • July 25th, 2007 • Archemix Corp. • Delaware
ContractArchemix Corp. • August 31st, 2007 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
COMMON STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT by and between ARCHEMIX CORP. and MERCK KGaA Dated as of [_____________]Common Stock Purchase and Registration Rights Agreement • October 23rd, 2007 • Archemix Corp. • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT dated as of [_______] (the “Agreement”) is made by and between Archemix Corp., a Delaware corporation (the “Company”), and Merck KGaA, a company organized under the laws of Germany (the “Purchaser”).
EXECUTION VERSION THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Third Amended and Restated Registration Rights Agreement dated as of June 13, 2007 (this "Agreement") is entered into by and among Archemix Corp., a Delaware corporation...Registration Rights Agreement • July 25th, 2007 • Archemix Corp. • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT ARCHEMIX CORP.Non-Qualified Stock Option Agreement • October 5th, 2007 • Archemix Corp. • Pharmaceutical preparations • Delaware
WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $0.001 par value per share (the “Shares”), under and for the purposes set forth in the Company’s 2007 Employee, Director and Consultant Stock Plan (the “Plan”);
