NON-QUALIFIED STOCK OPTION AGREEMENT COLEY PHARMACEUTICAL GROUP, INC.Non-Qualified Stock Option Agreement • November 10th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT made as of the “Effective Date” set forth in the Notice of Grant of Stock Options and Option Agreement attached as Exhibit A to this Agreement, between Coley Pharmaceutical Group, Inc., a Delaware corporation having a principal place of business at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (the “Company”), and the individual listed and identified in Exhibit A (the “Participant”).
INCENTIVE STOCK OPTION AGREEMENT COLEY PHARMACEUTICAL GROUP, INC.Incentive Stock Option Agreement • November 10th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT made as of the “Effective Date” set forth in the Notice of Grant of Stock Options and Option Agreement attached as Exhibit A to this Agreement, between Coley Pharmaceutical Group, Inc., a Delaware corporation having a principal place of business at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (the “Company”), and an employee of the Company listed and identified in Exhibit A (the “Employee”).
COLEY PHARMACEUTICAL GROUP, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent STOCKHOLDER RIGHTS AGREEMENT Dated as of October 5, 2007Stockholder Rights Agreement • October 9th, 2007 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
STOCKHOLDER RIGHTS AGREEMENT, dated as of October 5, 2007 (the “Agreement”), between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2006 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made and entered into this day of , 20 by and between COLEY PHARMACEUTICAL GROUP, INC., a Delaware corporation (the “Corporation”), and (“Agent”).
COLEY PHARMACEUTICAL GROUP, INC. (a Delaware corporation) [ ] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • July 1st, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • New York
LICENSE AGREEMENT Among COLEY PHARMACEUTICAL GROUP, INC. COLEY PHARMACEUTICAL GROUP, LTD. COLEY PHARMACEUTICAL GmbH and PFIZER INC.License Agreement • July 21st, 2005 • Coley Pharmaceutical Group, Inc. • 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.
THIS INDENTURE made this 26th day of June, 2002Indemnity Agreement • July 11th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Ontario
WITNESSETH that in consideration of the rents, covenants, conditions and agreements herein contained, the Landlord and the Tenant covenant and agree as follows:
ADB NUMBER: NO1A140044 OMB Approval 2700-0042 AWARD/CONTRACT 1 THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) Ø RATING PAGE OF PAGES N/A 1 23 2. CONTRACT (Proc. Inst. Ident.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO....Coley Pharmaceutical Group, Inc. • July 11th, 2005 • Pharmaceutical preparations
SECOND AMENDED AND RESTATED LANDLORD CONSENT TO SUB-SUBLEASESub-Sublease • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
This Second Amended and Restated Landlord Consent To Sub-Sublease (the “Consent Agreement”) is entered into as of this 30 day of June, 2003 by and among Wellesley Gateway LLC, a Massachusetts limited liability company (“Wellesley Gateway”), Harvard Pilgrim Health Care, Inc., a Massachusetts corporation (“Sublessor”) and Coley Pharmaceutical Group, Inc., a Delaware corporation (“Sublessee”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • July 11th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Massachusetts
This NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), effective as of December 22, 2003 (the “Effective Date”), is between Coley Pharmaceutical Group, Inc., a Delaware corporation located at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (“Coley”), and Chiron Corporation., a Delaware corporation having a principal place of business at 4560 Horton Street, Emeryville, California 94608 (“Licensee”) (each, a “Party” and collectively, the “Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 11th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT, dated as of March 16, 2005, is between PFIZER INC., a Delaware corporation having a place of business at 235 East 42nd Street, New York, New York 10017-5755 (the “Purchaser”), and COLEY PHARMACEUTICAL GROUP, INC. (the “Company”), a Delaware corporation having a place of business at 93 Worcester Street, Wellesley, Massachusetts 02481.
INCENTIVE STOCK OPTION AGREEMENT COLEY PHARMACEUTICAL GROUP, INC.Incentive Stock Option Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT made as of the “Effective Date” listed in Exhibit C to this Agreement, between Coley Pharmaceutical Group, Inc., a Delaware corporation having a principal place of business at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (the “Company”), and an employee of the Company listed and identified in Exhibit C as the ”Employee”.
AGREEMENT AND PLAN OF MERGER AMONG COLEY PHARMACEUTICAL GROUP, INC. PFIZER INC. AND CORVETTE ACQUISITION CORP. Dated as of November 15, 2007Agreement and Plan of Merger • November 20th, 2007 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), made and entered into as of the 15th day of November, 2007, by and among PFIZER INC., a Delaware corporation (“Acquiror”), CORVETTE ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”), and COLEY PHARMACEUTICAL GROUP, INC., a Delaware corporation (“Coley”).
LICENSE AGREEMENTLicense Agreement • July 11th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Ontario
THIS AGREEMENT comes into force as of the first day of September, 1998, (“Effective Date”), by and between The Loeb Health Research Institute at the Ottawa Hospital (hereinafter referred to as “LOEB”) located at 725 Parkdale Avenue, Ottawa, Ontario K1 Y 4E9, CANADA and CpG ImmunoPharmaceuticals, Inc. having an address of 55 William Street, Suite 120, Wellesley, MA 02481, USA (hereinafter referred to as “CpG”).
SCREENING AND EVALUATION AGREEMENT BETWEEN PFIZER INC. AND COLEY PHARMACEUTICAL GROUP, INC.Screening and Evaluation Agreement • July 11th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations
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.
CONFIDENTIAL Coley Pharmaceutical Group, Inc. Wellesley Gateway Wellesley, Massachusetts 02481 September 25, 2001License Agreement • July 11th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Massachusetts
This letter will serve as an amendment (the “Amendment”) to the License Agreement (the “Agreement”) dated as of September 1, 1998 between Coley Pharmaceutical Group, Inc., formerly known as CpG ImmunoPharmaceuticals, Inc. (“Coley”), and the Loeb Health Research Institute at the Ottawa Hospital (the “LOEB”). The Ottawa Health Research Institute (the “OHRI”) is the successor in interest to, and assignee of, all the rights and obligations of the LOEB under the Agreement. All capitalized terms that are used in this letter and not defined herein shall have the meanings ascribed to them in the Agreement. Except as specifically modified by this Amendment, the parties hereto agree that all of the terms and conditions set forth in the Agreement remain in full force and effect.
AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) RATING PAGE Of PAGES COLEY PHARMACEUTICALS 93 WORCESTER ST WELLESLEY MA 02481-3609 9. DISCOUNT FOR PROMPT PAYMENT N/A CODE 38G55 FACILITY CODE 15A. ITEM NO. 15B. SUPPLIES/...Coley Pharmaceutical Group, Inc. • July 11th, 2005 • Pharmaceutical preparations
The final price of this contract shall be the total of all costs determined reimbursable in accordance with the general provision of the contract entitled’ “Allowable Cost and Payment” but not exceeding the estimated cost plus the fixed fee, if any, both of which are specified above.
CONFIDENTIAL STRATEGIC ALLIANCE: LICENSE AGREEMENT INFECTIOUS DISEASESStrategic Alliance: License Agreement • July 11th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is made effective as of the 18th day of December 1998 (“Effective Date”), by and between CPG IMMUNOPHARMACEUTICALS, Inc. having a place of business at 55 William Street, Suite 120, Wellesley, MA, 02481, USA (herein referred to as “CPG”) and SMITHKLINE BEECHAM PLC., a corporation located at New Horizons Court, Brentford, Middlesex TW89EP, United Kingdom (herein referred to as “SB”)
COLEY PHARMACEUTICAL GROUP, INC. Amendment No. 1 to the Bratzler Letter AgreementBratzler Letter Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This Amendment No. 1 to Letter Agreement, effective as of November 14, 2000 (“Amendment No. 1”), is entered into by and between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), with its principal offices located at 20 William Street, Suite 115, Wellesley, Massachusetts 02481, and Robert L. Bratzler, Ph.D. (the “Executive”), residing at 13 Blueberry Lane, Concord, MA 01742.
KANATA RESEARCH PARK CORPORATION OF THE FIRST PARTAgreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
By written lease dated the 5th day of July, 2002 (the “Lease”), the Tenant leased from the Landlord approximately Twenty Five Thousand Nine Hundred and Thirteen (25,913) rentable square feet of space on the first (1st) floor and part of the second (2nd) in the building known municipally as 340 Terry Fox Drive, City of Ottawa (the “Building”).
The following Tenancy Agreement for commercially used rooms is herewith concluded between Coley Pharmaceutical GmbH Elisabeth-Selbert-Strasse 9 D-40764 Langenfeld Germany Represented by the Managing Director Dr. Joachim Schorr Business address:...Tenancy Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
The rented area is calculated from the inside edge of the outside wall plus, proportionally, the entrance hall, foyer, staircase well and functional areas. The position of the inside walls will be co-ordinated with the Landlord in conformity with the requirements of the Tenant to the extent that the desired changes conform with the standard planning concept.
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 24b-2 of the Exchange Act. LICENSE AND OPTION AGREEMENT by and...License and Option Agreement • August 8th, 2007 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AND OPTION AGREEMENT (this “Agreement”) is entered into as of April 11, 2007 (the “Effective Date”), by and between COLEY PHARMACEUTICAL GROUP, INC., a Delaware corporation having an address of 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (“Coley”) and MERCK AND CO, INC., a corporation organized and existing under the laws of New Jersey, with its principal business office located at One Merck Drive, P.O. Box 100, Whitehouse Station, New Jersey 08889 (“Merck”). Each of Merck and Coley is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
EXHIBIT 99.1 ------------ JOINT FILING AGREEMENT The undersigned, being duly authorized thereunto, hereby execute this agreement for inclusion as an exhibit to a Schedule 13G with respect to the common stock, par value $0.01 per share, of Coley...Joint Filing Agreement • January 25th, 2006 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations
The undersigned, being duly authorized thereunto, hereby execute this agreement for inclusion as an exhibit to a Schedule 13G with respect to the common stock, par value $0.01 per share, of Coley Pharmaceutical Group, Inc. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file such Schedule 13G, and any amendments or supplements thereto, jointly on behalf of each such party.
ContractColey Pharmaceutical Group, Inc. • April 28th, 2005 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE 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, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
Amendment No. 2 to Stock Option AgreementStock Option Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations
This AMENDMENT is made as of the 19th day of September, 2002 (the “Effective Date”) to the stock option agreement, a copy of which is annexed hereto as Exhibit A (the “Option Agreement”) between Coley Pharmaceutical Group, Inc., a Delaware corporation, (formerly CpG ImmunoPharmaceuticals, Inc.) (the “Company”) and the employee, director or consultant whose name appears in the Option Agreement (the “Optionee”).
AMENDED AND RESTATED LOAN AND PLEDGE AGREEMENTLoan and Pledge Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This AMENDED AND RESTATED LOAN AND PLEDGE AGREEMENT dated as of April 10, 2002 (this “Agreement”), entered into by Arthur M. Krieg, M.D. (the “Borrower”), residing at 173 Winding River Road, Wellesley, MA 02482 in favor of Coley Pharmaceutical Group, Inc., a Delaware corporation, (“Coley”) with its principal place of business at Wellesley Gateway, 93 Worcester Street, Suite 101, Wellesley., MA 02481 amends and restates that certain Loan and Pledge Agreement dated as of May 8,2001 (the “Original Loan and Pledge Agreement”) by and between the Borrower and Coley.
CONFIDENTIAL STRATEGIC ALLIANCE: NON-EXCLUSIVE LICENSE AGREEMENT - BREAST, PROSTATE and LUNG CANCER -Non-Exclusive License Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • New York
This License Agreement (“Agreement”) is made by and between COLEY PHARMACEUTICAL GROUP INC., Inc. having a place of business at 93 Worcester Street, Suite 101, Wellesley, MA, 02481, USA (herein referred to as “COLEY”) and GLAXO GROUP LIMITED, a corporation located at, 980 Great West Road, Brentford, Middlesex TW8 9GS, United Kingdom (herein referred to as “GSK”).
COLEY PHARMACEUTICAL GROUP, INC. Non-Employee Director Change of Control AgreementColey Pharmaceutical Group, Inc. • April 20th, 2005 • Massachusetts
This Non-Employee Director Change of Control Agreement, effective as of is entered into by and between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), with its principal offices located at 20 William Street, Suite 115, Wellesley, Massachusetts 02481, and , residing at .
MASTER LEASE AGREEMENT (Quasi) dated as of November 13, 2001 (“Agreement”)Master Lease Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Connecticut
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Lessor”) and Coley Pharmaceutical Group, Inc. (“Lessee”). Lessor has an office at 401 Merritt 7 2nd Floor, Norwalk, CT 06856. Lessee is a corporation organized and existing under the laws of the state of Delaware. Lessee’s mailing address and chief place of business is 93 Worchester Street, Suite 101, Wellesley, MA 02481. This Agreement contains the general terms that apply to the leasing of Equipment from Lessor to Lessee. Additional terms that apply to the Equipment (term, rent, options, etc.) shall be contained on a schedule (“Schedule”).
BETWEEN: KANATA RESEARCH PARK CORPORATION OF THE FIRST PART AND: COLEY PHARMACEUTICAL GROUP LTD. OF THE SECOND PART AND: COLEY PHARMACEUTICAL GROUP INC. OF THE THIRD PARTAgreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
WHEREAS by written lease dated the 5th day of July, 2002 (the “Lease”), the Tenant leased from the Landlord approximately Twenty-Five Thousand Nine Hundred and Thirteen (25,913) rentable square feet of space on the first (1st) floor and part of the second (2nd) floor (the “Leased Premises”) in the building known municipally as 340 Terry Fox Drive, City of Ottawa (the “Building”);
COLEY PHARMACEUTICAL GROUP, INC. Restated and Amended Change of Control and Severance AgreementColey Pharmaceutical Group, Inc. • July 21st, 2005 • Pharmaceutical preparations • Massachusetts
This Restated and Amended Change of Control and Severance Agreement, effective as of is entered into by and between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), with its principal offices located at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481, and (the “Executive”).
Lease for Business Premises between GED Grundstücksentwicklungs-Gesellschaft mbH, Henkelstr. 164 40589 Düsseldorf (Turnover Tax No.) 106/5709/2142 - Lessor/GED - and Coley Pharmaceutical GmbH Represented by Dr. Christian Schetter, Managing Director...Coley Pharmaceutical Group, Inc. • March 9th, 2007 • Pharmaceutical preparations
The Life Science Center Düsseldorf, consisting of a technology and founders centre and an office building, pursues the objective of offering young enterprises, established companies, scientific institutions and groups of researchers working in life sciences (*) and their associated technologies (**), also including service companies and institutions, an optimum platform for their further development. The investor, Gründstückgesellschaft Düsseldorf mbH (GED), rents out office and laboratory space in the technology and founders centre to the above mentioned technology-oriented and research and development-intensive user groups and in this way would like to contribute to the future orientation of the economic area of Düsseldorf and to the maintenance and creation of jobs in the high technology sector. The cooperation of the lessees of the technology and founders centre and of the office building with scientific establishments, primarily the Heinrich Heine University in Düsseldorf, also am
* * * * * * * * * * * * * * * * * * * * * * * * * * * * NOTICE OF GRANT AWARD * * * * * * * * * * * * * * * * * * * * * * * * *Coley Pharmaceutical Group, Inc. • April 20th, 2005
CONFIDENTIAL and Confidential Treatment Requested under: 5 U.S.C. §552(b)(4) Coley Pharmaceutical Group, Inc. Wellesley, Massachusetts 02481 March 7th, 2001Confidential Treatment • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Iowa
This letter will serve as an amendment (the “Amendment”) to the License Agreement (the “Agreement”) dated as of March 31, 1997 between Coley Pharmaceutical Group, Inc., formerly known as CpG ImmunoPharmaceuticals, Inc. (“Coley”), and the University of Iowa Research Foundation (“UIRF”). All capitalized terms that are used in this letter and not defined herein shall have the meanings ascribed to them in the Agreement. Except as specifically modified by this Amendment, the parties hereto agree that all of the terms and conditions set forth in the Agreement remain in full force and effect.
SECOND AMENDMENT TO SUBLEASESublease • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
THIS SECOND AMENDMENT TO SUBLEASE (this “Amendment”) is dated as of the 30 day of June, 2003, by and between Harvard Pilgrim Health Care, Inc., a Massachusetts corporation (“Sublandlord”) and Coley Pharmaceutical Group, Inc., a Delaware corporation (“Subtenant”).
