FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2014 • Ambrx Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 20[ ], by and among Ambrx, Inc. (the “Company”) and [ ] (the “Indemnitee”).
] Shares AMBRX, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2014 • Ambrx Inc • Pharmaceutical preparations • New York
Ambrx, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
COLLABORATIVE LICENSE AGREEMENTCollaborative License Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations • California
This Collaborative License Agreement (the “Agreement”) is entered into and made effective as of August 23, 2013 (the “Effective Date”), by and between Ambrx, Inc., a Delaware corporation (“Ambrx”) located at 10975 North Torrey Pines Road, La Jolla, CA 92037, and The California Institute for Biomedical Research, a nonprofit public benefit corporation (“Institute”) located at 11119 North Torrey Pines Road, La Jolla, CA with respect to the facts set forth below. Each of Ambrx and Institute shall be called a “Party” and collectively the “Parties.”
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. RESEARCH COLLABORATION AND...And Exclusive License Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations • California
THIS RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), effective as of April 1, 2013 (the “Effective Date”), by and between AGENSYS, INC., a corporation organized and existing under the laws of the State of California (“Agensys”) and AMBRX, INC., a corporation organized and existing under the laws of the State of Delaware (“Ambrx”).
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FIFTH AMENDMENT TO...Commercialization Agreement • June 23rd, 2014 • Ambrx Inc • Pharmaceutical preparations
This FIFTH AMENDMENT TO COLLABORATIVE RESEARCH, LICENSE & COMMERCIALIZATION AGREEMENT (the “Fifth Amendment”) is effective from 15-December-2010 by and between:
SECOND AMENDMENT TO LEASELease • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of December 1, 2011, by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and AMBRX, INC., a Delaware corporation (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations • California
This Executive Employment Agreement (“Agreement”) is made effective as Jan 6, 2013 (“Effective Date”), by and between Ambrx, Inc., a Delaware corporation (the “Company”), and Lawson Macartney (“Executive”).
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. COLLABORATIVE RESEARCH,...Commercialization Agreement • June 23rd, 2014 • Ambrx Inc • Pharmaceutical preparations • New York
This COLLABORATIVE RESEARCH, LICENSE & COMMERCIALIZATION AGREEMENT (this “Agreement”) is effective from January 18, 2007 (the “Effective Date”) by and between:
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. COLLABORATION AND LICENSE...Collaboration and License Agreement • June 23rd, 2014 • Ambrx Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of September 21, 2011 (the “Effective Date”) by and between AMBRX, INC., a Delaware corporation having its principal place of business at 10975 North Torrey Pines Road, La Jolla, CA 92037 (“Ambrx”) and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”). Ambrx and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO SEVERANCE AND CHANGE IN CONTROL AGREEMENTAnd Change in Control Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations
This Amendment (this “Amendment”) to Severance and Change in Control Agreement is made effective as of December 22, 2008. This Amendment amends the Severance and Change in Control Agreement, dated effective as of July 3, 2007, by and between Ambrx, Inc., a Delaware corporation (the “Company”) and Cris Calsada (“Executive”) (the “Agreement”).
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CO-DEVELOPMENT AND LICENSE...Development and License Agreement • June 23rd, 2014 • Ambrx Inc • Pharmaceutical preparations • Hong Kong
This CO-DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of April 10, 2014 (the “Effective Date”), is between Ambrx, Inc., a Delaware Corporation having its principal business address at 10975 North Torrey Pine Road, La Jolla, California 92037, USA for and on behalf of itself and its Affiliates (together with its Affiliates, “AMBRX”), and Zhejiang HISUN Pharmaceutical Co., Ltd., a company duly organized and existing under the laws of the People’s Republic of China and having its principal business address at 46 Waisha Road, Jiaojiang District, Taizhou City, Zhejiang Province, 318000, P.R. China, for and on behalf of itself and its Affiliates (together with its Affiliates, “HISUN”). AMBRX and HISUN may each be referred to herein individually as a “Party” or, collectively, as the “Parties.”
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CO-DEVELOPMENT AND LICENSE...Development and License Agreement • June 23rd, 2014 • Ambrx Inc • Pharmaceutical preparations
This CO-DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of June 14, 2013 (the “Effective Date”), is between AMBRX, Inc., a Delaware Corporation having the principal business address at 10975 North Torrey Pine Road, La Jolla, California 92037, USA for and on behalf of itself and its Affiliates (together with its Affiliates, “AMBRX”), and , Zhejiang Medicine Co., Ltd., a company duly organized and existing under the laws of the People’s Republic of China and having the principal business address at 268 Dengyun Road, Gongshu District, Hangzhou, Zhejiang, P.R. China, for and on behalf of itself and its Affiliates (together with its Affiliates, “ZMC”). AMBRX and ZMC may each be referred to herein individually as a “Party” or, collectively, as the “Parties.”
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as of May 19, 2005, by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and AMBRX, INC., a Delaware corporation (“Tenant”).
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. COLLABORATION AND EXCLUSIVE...Collaboration and Exclusive License Agreement • June 23rd, 2014 • Ambrx Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (ADC) (the “Agreement”) is made and entered into effective as of May 2, 2013 (the “Effective Date”) by and between AMBRX, INC., a Delaware corporation having its principal place of business at 10975 North Torrey Pines Road, La Jolla, CA 92037 (“Ambrx”) and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”). Ambrx and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RESEARCH COLLABORATION, OPTION AND EXCLUSIVE LICENSE AGREEMENT by and between MERCK SHARP & DOHME CORP. and AMBRX, INC.And Exclusive License Agreement • June 23rd, 2014 • Ambrx Inc • Pharmaceutical preparations
THIS RESEARCH COLLABORATION, OPTION AND EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), effective as of June 13, 2012 (the “Effective Date”), by and between MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey, (“Merck”) and AMBRX, INC., a corporation organized and existing under the laws of the State of Delaware (“Ambrx”).
COLLABORATION AND LICENSE AGREEMENT (FGF21)Collaboration and License Agreement • June 23rd, 2014 • Ambrx Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of September 21, 2011 (the “Effective Date”) by and between AMBRX, INC., a Delaware corporation having its principal place of business at 10975 North Torrey Pines Road, La Jolla, CA 92037 (“Ambrx”) and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”). Ambrx and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations
This Amendment (this “Amendment” to Executive Employment Agreement is made effective as of December 22, 2008. This Amendment amends the Executive Employment Agreement, dated effective as of February 1, 2004, by and between Ambrx, Inc., a Delaware corporation (the “Company”), and John W. Wallen, III (“Executive”) (the “Agreement”).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations • California
This Severance and Change in Control Agreement (“Agreement”) is made effective as of July 3, 2007 (“Effective Date”), by and between Ambrx, Inc., a Delaware corporation (the “Company”), and Cris Calsada (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations • California
Company’s reputation or business; (iv) the Optionee’s failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Optionee of any employment agreement between the Optionee and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vi) the Optionee’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs the Optionee’s ability to perform his or her duties with a Participating Company.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2014 • Ambrx Inc • Pharmaceutical preparations • California
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 9th, 2014 • Ambrx Inc • Pharmaceutical preparations
This Amendment (this “Amendment”) to Executive Employment Agreement is made effective as of June 6, 2014. This Amendment amends the Executive Employment Agreement, dated as of January 6, 2013, by and between Ambrx, Inc., a Delaware corporation (the “Company”), and Lawson Macartney (“Executive”) (the “Agreement”).
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT No. 1 TO THE...License Agreement • March 28th, 2014 • Ambrx Inc • Pharmaceutical preparations
AMBRX, INC. SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations
This Amendment (the “Second Amendment”) to the Executive Employment Agreement by and between John W. Wallen, III (“Executive”) and Ambrx, Inc. a Delaware corporation (the “Company” or “Ambrx”) dated as of February 1, 2004 (the “Agreement”) and as amended by the Amendment to Executive Employment Agreement (the “First Amendment”) dated as of December 22, 2008, is effective as of February 1, 2014 (the “Effective Date”)
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 9th, 2014 • Ambrx Inc • Pharmaceutical preparations
This Amendment (this “Amendment”) to Executive Employment Agreement is made as of June 6, 2014. This Amendment amends the Executive Employment Agreement, dated as of March 14, 2011, by and between Ambrx, Inc., a Delaware corporation (the “Company”), and Simon Allen (“Executive”) (the “Agreement”). This Amendment will be effective upon the closing of the initial public offering of the Company.
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 4 TO THE...Commercialization Agreement • March 28th, 2014 • Ambrx Inc • Pharmaceutical preparations • Indiana
THIS AMENDMENT NO. 4 to the Collaborative Research, License & Commercialization Agreement (“Amendment No. 4”), effective as of February 9, 2010 (“Effective Date”) is by and between Eli Lilly and Company, operating through its Elanco Animal Health division, 2001 W. Main Street, Greenfield, Indiana 46140 (“Elanco”) and Ambrx, Inc., 10975 North Torrey Pines Road, La Jolla, CA 92037 (“Ambrx”) (Elanco, together with Ambrx, the “Parties”).
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Amendment No. 1 to...Collaborative License Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations
This AMENDMENT NO. 1 TO COLLABORATIVE LICENSE AGREEMENT (the “Amendment No. 1”) is made and entered into as of April 10th, 2014 (the “Amendment No. 1 Effective Date”), by and between Ambrx, Inc., a Delaware corporation (“Ambrx”) located at 10975 North Torrey Pines Road, La Jolla, CA 92037, and The California Institute for Biomedical Research, a nonprofit public benefit corporation (“Institute”) located at 11119 North Torrey Pines Road, La Jolla, CA with respect to the facts set forth below. Each of Ambrx and Institute shall be called a “Party” and collectively the “Parties.”
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 2 TO...Agreement • March 28th, 2014 • Ambrx Inc • Pharmaceutical preparations
ELI LILLY AND COMPANY, an Indiana corporation operation through its Elanco Animal Health division and having a principal place of business at 2001 W. Main Street, Greenfield, Indiana 46140 (“Elanco”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 9th, 2014 • Ambrx Inc • Pharmaceutical preparations
This Amendment (this “Amendment”) to Executive Employment Agreement is made as of June 6, 2014. This Amendment amends the Executive Employment Agreement, dated as of July 30, 2013, by and between Ambrx, Inc., a Delaware corporation (the “Company”), and Peter Alec Kiener (“Executive”) (the “Agreement”). This Amendment will be effective upon the closing of the initial public offering of the Company.
THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 9th, 2014 • Ambrx Inc • Pharmaceutical preparations
This Third Amendment (this “Amendment”) to Executive Employment Agreement is made as of June 6, 2014. This Amendment amends the Executive Employment Agreement, dated as of February 1, 2004, as amended by the Amendment to Executive Employment Agreement dated as of December 22, 2008 and the Second Amendment to Executive Employment Agreement dated as of February 1, 2014, by and between Ambrx, Inc., a Delaware corporation (the “Company”) and John W. Wallen, III (“Executive”) (the “Agreement”). This Amendment will be effective upon the closing of the initial public offering of the Company.
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE AGREEMENT by and...License Agreement • March 28th, 2014 • Ambrx Inc • Pharmaceutical preparations • California
This License Agreement is entered into and made effective as of this 26th day of August, 2003 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”) located at 10550 North Torrey Pines Road, La Jolla, California 92037, and Ambrx, Inc., a Delaware corporation (“Licensee”) located at 10410 Science Center Drive, San Diego, California 92121, with respect to the facts set forth below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2014 • Ambrx Inc • Pharmaceutical preparations • California
This Executive Employment Agreement (“Agreement”) is made effective as of February 1, 2004 (“Effective Date”), by and between Ambrx, Inc., a Delaware corporation having a principal place of business at 10410 Science Center Drive, San Diego, California 92121 (“Company”), and John W. Wallen, III, an individual residing at 2588 Vantage Way, Del Mar, California 92014 (“Executive”).
SECOND AMENDMENT TO SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • June 9th, 2014 • Ambrx Inc • Pharmaceutical preparations
This Second Amendment (this “Amendment”) to Severance and Change in Control Agreement is made as of June 6, 2014. This Amendment amends the Severance and Change in Control Agreement, dated as of July 3, 2007, as amended as of December 22, 2008, by and between Ambrx, Inc., a Delaware corporation (the “Company”) and Cris Calsada (“Executive”) (the “Agreement”). This Amendment will be effective upon the closing of the initial public offering of the Company.
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 1 TO...Agreement • March 28th, 2014 • Ambrx Inc • Pharmaceutical preparations
ELI LILLY AND COMPANY, an Indiana corporation operation through its Elanco Animal Health division and having a principal place of business at 2001 W. Main Street, Greenfield, Indiana 46140 (“Elanco”).
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 3 TO THE...Agreement • March 28th, 2014 • Ambrx Inc • Pharmaceutical preparations • Indiana
THIS AMENDMENT NO. 3 to the Collaborative Research, License & Commercialization Agreement (“Amendment No. 3”), effective as of December 21, 2009 (“Effective Date”) is by and between Eli Lilly and Company, operating through its Elanco Animal Health division, 2001 W. Main Street, Greenfield, Indiana 46140 (“Elanco”) and Ambrx, Inc., 10975 North Torrey Pines Road, La Jolla, CA 92037 (“Ambrx”) (Elanco, together with Ambrx, the “Parties”).
AMBRX, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2014 • Ambrx Inc • Pharmaceutical preparations • California
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of March 17, 2009 (the “Effective Date”) by and among Ambrx, Inc., a Delaware corporation (the “Company”) and the persons and entities set forth on Schedule A attached hereto (the “Investors”).
