MERRIMACK PHARMACEUTICALS, INC. [·] Shares of Common Stock, par value $0.01 per share Underwriting AgreementMerrimack Pharmaceuticals Inc • March 23rd, 2012 • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 19th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 20 by and between Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and (the “Indemnitee”), a director and/or officer of the Corporation.
MERRIMACK PHARMACEUTICALS, INC. $40,000,000 of shares of Common Stock, par value $0.01 per share Sales AgreementMerrimack Pharmaceuticals Inc • December 15th, 2017 • Pharmaceutical preparations • New York
Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 3rd, 2018 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of July 2, 2018 and is entered into by and between MERRIMACK PHARMACEUTICALS, INC., a Delaware corporation, and each of its Qualified Subsidiaries (collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
MERRIMACK PHARMACEUTICALS, INC. 5,000,000 Shares of Common Stock, par value $0.01 per share Underwriting AgreementMerrimack Pharmaceuticals Inc • July 12th, 2013 • Pharmaceutical preparations • New York
Concurrently with the issuance of the Shares, the Company is offering, in an offering registered under the Securities Act (as defined below), by means of a prospectus supplement and related prospectus, and proposes to issue and sell to the several underwriters named in the underwriting agreement for such offering (the “Convertible Underwriters”), $125,000,000 aggregate principal amount of its 4.50% Convertible Senior Notes due 2020 (the “Firm Notes”) to be issued pursuant to the provisions of an Indenture to be dated as of July 17, 2013 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be dated as of the Closing Date (as defined herein) between the Company and the Trustee (as so supplemented, the “Indenture”). The Company also proposes to issue and sell to the several Convertible Underwriters
SECTION 382 RIGHTS AGREEMENT dated as of December 3, 2019 between MERRIMACK PHARMACEUTICALS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights AgentSection 382 Rights Agreement • December 3rd, 2019 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SECTION 382 RIGHTS AGREEMENT (this “Agreement”), dated as of December 3, 2019 is between Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), as Rights Agent.
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.
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2017 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of August 10, 2017, is entered into by and between Merrimack Pharmaceuticals, Inc., a Delaware corporation with a place of business at One Kendall Square, Suite B7201, Cambridge, Massachusetts 02139 (the “Company”), and Jean M. Franchi (the “Employee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTDisclosure and Developments Agreement • August 19th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”), dated as of August 16, 2011, is entered into by and between Merrimack Pharmaceuticals, Inc., a Delaware corporation with a place of business at One Kendall Square, Suite B7201, Cambridge, Massachusetts 02139 (the “Company”), and Ulrik B. Nielsen, Ph.D., an individual residing at 18 Thomas Street, Quincy, MA 02169 (the “Employee”).
COLLATERAL AGREEMENT DATED AS OF DECEMBER 22, 2015 AMONG MERRIMACK PHARMACEUTICALS, INC., as Issuer, THE SUBSIDIARY PARTIES FROM TIME TO TIME PARTY HERETO as Trustee, and as Collateral AgentCollateral Agreement • December 22nd, 2015 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of December 22, 2015, by and among MERRIMACK PHARMACEUTICALS, INC., a Delaware corporation with an address at One Kendall Square, Suite B7201, Cambridge, Massachusetts 02139, (the “Issuer”), the SUBSIDIARY PARTIES (as defined below) from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, in its capacity as Trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the “Collateral Agent”).
TRANSITION, SEPARATION AND RELEASE OF CLAIMS AGREEMENTConsulting Agreement • July 17th, 2019 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Transition, Separation and Release of Claims Agreement (the “Agreement”) is being provided to Daryl C. Drummond (“Executive”) on June 14, 2019 (the “Receipt Date”) and is made as of the Agreement Effective Date (as defined below) by and between Executive and Merrimack Pharmaceuticals, Inc. (the “Company”) (together, the “Parties”).
MERRIMACK PHARMACEUTICALS, INC., as Issuer, and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 11.5% Senior Secured Notes due 2022 INDENTURE Dated as of December 22, 2015 U.S. BANK NATIONAL ASSOCIATION, as Trustee and as...Indenture • December 22nd, 2015 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • New York
INDENTURE dated as of December 22, 2015 among Merrimack Pharmaceuticals, Inc., a Delaware corporation with an address at One Kendall Square, Suite B7201, Cambridge, Massachusetts 02139 (the “Issuer”), any Guarantor that becomes party hereto pursuant to Section 4.10, and U.S. Bank National Association, as trustee (as more fully defined in Section 1.01, the “Trustee”) and as collateral agent (as more fully defined in Section 1.01, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2015 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of August 11, 2015, is entered into by and between Merrimack Pharmaceuticals, Inc., a Delaware corporation with a place of business at One Kendall Square, Suite B7201, Cambridge, Massachusetts 02139 (the “Company”), and Yasir B. Al-Wakeel (the “Employee”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COLLABORATION AGREEMENTCollaboration Agreement • October 26th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • 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”).
COOPERATION AGREEMENTCooperation Agreement • September 20th, 2019 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Cooperation Agreement (this “Agreement”), effective as of September 18, 2019 (the “Effective Date”), is entered into by and among Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Merrimack”), the entities and persons listed on Exhibit A hereto (the “Exhibit A Parties”) and any entity or person that hereafter shares beneficial ownership with any of the Exhibit A Parties (collectively with the Exhibit A Parties, “Newtyn”), and the entities and persons listed on Exhibit B hereto (the “Exhibit B Parties”) and any entity or person that hereafter shares beneficial ownership with any of the Exhibit B Parties (collectively with the Exhibit B Parties, “Western”) (each of Newtyn and Western, a “Shareholder Party” and together, the “Shareholder Parties”). Merrimack and the Shareholder Parties are collectively referred to herein as the “Parties,” and each, a “Party.” Unless otherwise defined herein, capitalized terms shall have the meanings given to them in Section 1
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDED AND RESTATED COLLABORATION AGREEMENTCollaboration Agreement • October 26th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • 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 • October 26th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • New York
MERRIMACK PHARMACEUTICALS, INC. SCIENTIFIC ADVISORY BOARD CONSULTING AND CONFIDENTIALITY AGREEMENTConsulting and Confidentiality Agreement • March 12th, 2018 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Scientific Advisory Board Consulting and Confidentiality Agreement (this “Agreement”) is entered into as of the latest dated signature on the signature page hereto (the “Effective Date”) by and between Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and George D. Demetri, M.D. (the “Consultant”).
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 • October 26th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • 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 • October 26th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • 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 • October 26th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • 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.
FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • March 7th, 2024 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations
This First Amendment to Section 382 Rights Agreement (the “First Amendment”) is made as of December 2, 2022 by and between MERRIMACK PHARMACEUTICALS, INC. (the “Company” and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent (the “Rights Agent”), amending the Section 382 Rights Agreement by and between the Company and the Rights Agent dated December 3, 2022 (the “Original Rights Agreement”). Except as set forth herein, any defined terms contained herein have the meaning set forth in the Original Rights Agreement.
Sublease By and Between FibroGen Inc. And Silver CreekLease Agreement • August 19th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • 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”).
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • March 1st, 2017 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Separation and Release of Claims Agreement (the “Agreement”) is made as of the Effective Date (as defined below) between Merrimack Pharmaceuticals, Inc. (the “Company”) and Robert J. Mulroy (“Executive”) (together, the “Parties”).
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 • October 26th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • 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 • October 26th, 2011 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • 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 • March 20th, 2013 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • 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”).
ASSET PURCHASE AGREEMENT by and between 14NER ONCOLOGY, INC. and MERRIMACK PHARMACEUTICALS, INC. Dated as of May 28, 2019Asset Purchase Agreement • May 30th, 2019 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 28, 2019, by and between 14ner Oncology, Inc., a Delaware corporation (the “Buyer”), and Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Seller”).
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTDevelopment, License and Supply Agreement • March 4th, 2014 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of the latest dated signature on the signature page hereto (the “Effective Date”), and is by and between Watson Laboratories, Inc., a Nevada corporation (“Actavis”), on the one hand, and Merrimack Pharmaceuticals, Inc., a Delaware corporation (“Merrimack”), on the other hand. Actavis and Merrimack shall each sometimes be referred to herein as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT OF LEASEOf Lease • November 8th, 2013 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT OF LEASE (the “Second Amendment”) is made as of the 12th day of September 2013 (the “Effective Date”) by and between RB KENDALL FEE, LLC (“Landlord”) and MERRIMACK PHARMACEUTICALS, INC., having a mailing address at One Kendall Square, Building 600/700, Cambridge, Massachusetts 02139 (“Tenant”).
MERRIMACK PHARMACEUTICALS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 17, 2013 4.50% Convertible Senior Notes due 2020Supplemental Indenture • July 18th, 2013 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations
FIRST SUPPLEMENTAL INDENTURE dated as of July 17, 2013 between MERRIMACK PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Issuer,” as more fully set forth in Section 2.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 2.01).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 10th, 2014 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 6, 2014 (the “Third Amendment Date”), with effect as of and from September 30, 2014, and is entered into by between MERRIMACK PHARMACEUTICALS, INC., a Delaware corporation, and each of its Subsidiaries that from time to time becomes a party hereto (hereinafter collectively referred to as “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 1st, 2019 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of June 28, 2019, by and between 14ner Oncology, Inc., a Delaware corporation (the “Buyer”), and Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Seller”). The Buyer and Seller are referred to collectively herein as the “Parties.” Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement (as defined below).
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”).
