DURATA THERAPEUTICS, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2013 • Durata Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 18th, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Durata Therapeutics, Inc., a Delaware corporation (the “Company”), [ , a Delaware limited partnership (the “Fund”),]1 and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 20th day of June, 2012 (the “Effective Date”), by and between Durata Therapeutics, Inc., a Delaware corporation (the “Company”), and John Shannon (the “Executive”).
LEASE 200 S. WACKER PROPERTY OWNER, L.L.C., a Delaware limited liability company, Landlord and DURATA THERAPEUTICS, INC., a Delaware corporation, Tenant for 200 SOUTH WACKER DRIVE CHICAGO, ILLINOIS August 3, 2012Lease • November 9th, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations • Illinois
AGREEMENT AND PLAN OF MERGER by and among ACTAVIS W.C. HOLDING INC., DELAWARE MERGER SUB, INC. and DURATA THERAPEUTICS, INC. Dated as of October 5, 2014Agreement and Plan of Merger • October 6th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5, 2014, among Actavis W.C. Holding Inc., a Delaware corporation (“Parent”), Delaware Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Durata Therapeutics, Inc., a Delaware corporation (the “Company”).
SUBORDINATION AGREEMENTSubordination Agreement • March 29th, 2013 • Durata Therapeutics, Inc. • Pharmaceutical preparations • New York
This Subordination Agreement (the “Agreement”) is made as of March 5, 2013, by and among each of the parties listed as a creditor on a signature page hereto (each, a “Creditor”), and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, in its capacity as Collateral Agent (as hereinafter defined) for the Lenders (as hereinafter defined).
SECURITY AGREEMENT DATED AS OF OCTOBER 31, 2013 BY AND AMONG DURATA THERAPEUTICS HOLDING C.V., DURATA THERAPEUTICS INTERNATIONAL B.V., DURATA THERAPEUTICS, INC., AND CERTAIN SUBSIDIARIES OF DURATA THERAPEUTICS, INC. PARTY HERETO AS GRANTORS, IN FAVOR...Security Agreement • March 14th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations • New York
SECURITY AGREEMENT (the “Agreement”), dated as of October 31, 2013, by DURATA THERAPEUTICS HOLDING C.V., a limited partnership organized under the laws of the Netherlands (“Durata C.V.”), DURATA THERAPEUTICS INTERNATIONAL B.V., a private company with limited liability incorporated under the laws of the Netherlands having its official seat in Amsterdam, the Netherlands, and which is registered with the Dutch trade register under number 55527221 (“Durata B.V.”), DURATA THERAPEUTICS, INC., a Delaware corporation (“Parent”), Durata Therapeutics U.S. Limited, a Delaware corporation (“Durata U.S.”) and certain other subsidiaries of Parent that are party hereto (Durata U.S. together with such other subsidiaries, the “Subsidiaries” and together with Durata C.V., Durata B.V., Parent, and any other entity that may become a party hereto as a grantor as provided herein, each a “Grantor” and collectively, jointly and severally, the “Grantors”), in favor of PDL BIOPHARMA, INC., as Collateral Agent (
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 6th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 5, 2014, is entered into by and among Actavis W.C. Holding Inc., a Delaware corporation (“Parent”), Delaware Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2013 • Durata Therapeutics, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 5, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and DURATA THERAPEUTICS HOLDING C.V., a limited partnership (commanditaire vennootschap) organized under the laws of the Netherlands (“Durata C.V.”) and DURATA THERAPEUTICS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, and which is registered with the Chamber of Commerce of Amsterdam under registration
ContractDurata Therapeutics, Inc. • May 9th, 2013 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECURITY AGREEMENTSecurity Agreement • March 29th, 2013 • Durata Therapeutics, Inc. • Pharmaceutical preparations
This Security Agreement (this “Agreement”) is entered into as of March 5, 2013, by and between OXFORD FINANCE LLC (“Oxford”; and, in its capacity as collateral agent for the Lenders under the Loan Agreement (as defined below), “Collateral Agent”) and each of the undersigned pledgors (each a “Pledgor” and collectively, the “Pledgors”).
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • March 22nd, 2012 • Durata Therapeutics, Inc. • Delaware
The information contained in this document is the property of the company and should not be divulged to unauthorized persons.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • November 7th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations
This License Agreement (“Agreement”), effective as of July 29, 2014 (the “Effective Date”), is made by and between Durata Therapeutics International B.V. (“B.V.”), a company registered in the Netherlands with offices at Spaces Zuidas II, Barbara Strozzilaan 101, 1083 HN Amsterdam, the Netherlands (“Durata”) and A.C.R.A.F. S.p.A., a company with only one shareholder under direction and coordination of Finaf S.p.A., a company duly organized and validly existing under the laws of Italy, with its principal place of business at Viale Amelia , 70 - 00181 Rome Italy (“Angelini”). Capitalized terms not otherwise defined herein shall have the meanings set forth in ARTICLE I.
DURATA THERAPEUTICS, INC. STOCK INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENTStock Incentive Plan • March 22nd, 2012 • Durata Therapeutics, Inc. • Delaware
THIS STOCK OPTION AGREEMENT (this “Option Agreement”) dated by and between Durata Therapeutics, Inc., a Delaware corporation (the “Corporation”), and (the “Participant”) evidences the stock option (the “Option”) granted by the Corporation to the Participant as to the number of shares of the Corporation’s Common Stock, par value $0.01 per share, first set forth below.
STOCK PURCHASE AGREEMENT Dated as of December 11, 2009 between PFIZER, INC. and DURATA THERAPEUTICS, INC.Stock Purchase Agreement • June 22nd, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT, dated as of December 11, 2009 (the “Execution Date”), is by and between (i) Durata Therapeutics, Inc., a Delaware corporation (the “Buyer”) and, (ii) Pfizer, Inc., a Delaware corporation (the “Seller”) (the “Agreement”).
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT BETWEEN DURATA THERAPEUTICS, INC. AND MICHAEL DUNNEEmployment Agreement • August 7th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NUMBER ONE (the “Amendment”) to the Employment Agreement dated June 10, 2012 (the “Agreement”) is made as of May 1, 2014 between Durata Therapeutics, Inc. (the “Company”), and Michael Dunne (“Employee”).
RIGHTS TRANSFER AGREEMENTRights Transfer Agreement • March 22nd, 2012 • Durata Therapeutics, Inc. • New York
This Rights Transfer Agreement (“Agreement”) is entered into as of December 14, 2010 (the “Effective Date”) by and between Durata Therapeutics, Inc., a Delaware corporation (“Durata”), Vicuron Pharmaceuticals, Inc., a Delaware corporation (“Vicuron”), and RaQualia Pharma Inc., a Japanese Kabushiki Kaisha (“RaQualia”). Durata and RaQualia are referred to herein together as the “Parties” and individually as a “Party”.
STOCK PURCHASE AGREEMENT Dated as of December 11, 2009 between PFIZER, INC. and DURATA THERAPEUTICS, INC.Stock Purchase Agreement • April 30th, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT, dated as of December 11, 2009 (the “Execution Date”), is by and between (i) Durata Therapeutics, Inc., a Delaware corporation (the “Buyer”) and, (ii) Pfizer, Inc., a Delaware corporation (the “Seller”) (the “Agreement”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SECOND AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • November 7th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT is entered into this 22nd day of August, 2014, by and between Gnosis Bioresearch srl., a subsidiary fully owned company by GNOSIS SPA organized under the laws of Italy whose head office is located at Via Pomarico, 75010 Pisticci Scalo (MT), Italy, which is registered in the Commercial Register of Matera under No. 01023770777 (“Gnosis”), and Durata Therapeutics International B.V., a company registered in the Netherlands, with offices at Spaces Zuidas II, Barbara Strozzliaan 101, 1083 HN Amsterdam, the Netherlands (“Durata”) (collectively the “Parties”).
DURATA THERAPEUTICS, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Stock Incentive PlanStock Option Agreement • June 22nd, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations
DURATA THERAPEUTICS, INC. Incentive Stock Option Agreement Granted Under 2012 Stock Incentive PlanDurata Therapeutics, Inc. • June 22nd, 2012 • Pharmaceutical preparations
SUPPLY AGREEMENTSupply Agreement • June 22nd, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations • New York
This SUPPLY AGREEMENT (this “Agreement”) entered into this 12 day of June 2012 (the “Effective Date”) by and between Gnosis Bioresearch srl., a subsidiary fully owned company by GNOSIS SPA organized under the laws of Italy whose head office is located at Via Pomarico, 75010 Pisticci Scalo (MT), Italy, which is registered in the Commercial Register of Matera under No. 01023770777 (“Gnosis”), and Durata Therapeutics, Inc., a company organized under the laws of the State of Delaware with offices at 89 Headquarters Plaza North, 14th Floor, Morrison, NJ 07960 USA (“Durata”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. FIRST AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • March 14th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT is entered into this 29th day of August, 2013, by and between Gnosis Bioresearch srl, a subsidiary fully owned company by GNOSIS SPA organized under the laws of Italy whose head office is located at Via Pomarico, 75010 Pisticci Scalo (MT), Italy, which is registered in the Commercial Register of Matera under No. 01023770777 (“Gnosis”), and Durata Therapeutics, Inc., a company organized under the laws of the State of Delaware with offices at 200 S. Wacker Drive, Suite 2550, Chicago, IL 60606 USA (“Durata”) (collectively the “Parties”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment (the “Amendment”) to that certain Employment Agreement by and between Durata Therapeutics, Inc. and John Shannon (“Executive”), effective as of June 20, 2012 (the “Agreement”), is made and entered into July 29, 2014 (the “Amendment Effective Date”). Certain capitalized term shall have the meaning ascribed to them in the Agreement.
DURATA THERAPEUTICS, INC. STOCK INCENTIVE PLAN STOCK OPTION AGREEMENTStock Incentive Plan • April 30th, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK OPTION AGREEMENT (this “Option Agreement”) dated XX by and between Durata Therapeutics, Inc., a Delaware corporation (the “Corporation”), and XX (the “Participant”) evidences the stock option (the “Option”) granted by the Corporation to the Participant as to the number of shares of the Corporation’s Common Stock, par value $0.01 per share, first set forth below.
UNCONDITIONAL GUARANTYUnconditional Guaranty • March 29th, 2013 • Durata Therapeutics, Inc. • Pharmaceutical preparations
This continuing Unconditional Guaranty (“Guaranty”) is entered into as of March 5, 2013, by each of the undersigned (each a “Guarantor” and collectively “Guarantors”), in favor of OXFORD FINANCE LLC (“Oxford”; and, in its capacity as collateral agent for the Lenders under the Loan Agreement (as defined below), “Collateral Agent”).
CREDIT AGREEMENT dated as of October 31, 2013 among DURATA THERAPEUTICS HOLDING C.V. and DURATA THERAPEUTICS INTERNATIONAL B.V., as Borrowers, DURATA THERAPEUTICS, INC., as Parent, EACH SUBSIDIARY OF PARENT PARTY HERETO, PDL BIOPHARMA, INC., as the...Credit Agreement • March 14th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations • New York
This Credit Agreement dated as of October 31, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made among DURATA THERAPEUTICS HOLDING C.V., a limited partnership organized under the laws of the Netherlands (“Durata C.V.”), DURATA THERAPEUTICS INTERNATIONAL B.V., a private company with limited liability incorporated under the laws of the Netherlands having its official seat in Amsterdam, the Netherlands, and which is registered with the Dutch trade register under number 55527221 (“Durata B.V.” and together with Durata C.V., each a “Borrower” and collectively, the “Borrowers”), DURATA THERAPEUTICS, INC., a Delaware corporation (“Parent”), PDL BIOPHARMA, INC., a Delaware corporation (the “Lender”), each Subsidiary of Parent from time to time party hereto and PDL BIOPHARMA, INC., a Delaware corporation, not individually, but as the Agent (as defined below).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SUPPLY AGREEMENTSupply Agreement • November 7th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations
This Supply Agreement (“Agreement”), effective as of July 29, 2014 (the “Effective Date”), is made by and between Durata Therapeutics International B.V., a company registered in the Netherlands with offices at Spaces Zuidas II, Barbara Strozzilaan 101, 1083 HN Amsterdam, the Netherlands (“Durata”) and A.C.R.A.F. S.p.A.—a company with only one shareholder under direction and coordination of Finaf S.p.A., a company duly organized and validly existing under the laws of Italy, with its principal place of business at Viale Amelia, 70—00181 Rome Italy (“Angelini”).
LEASELease • November 9th, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
October 17, 2014 Dear Stockholder:Durata Therapeutics, Inc. • October 17th, 2014 • Pharmaceutical preparations
GUARANTEE AGREEMENT DATED AS OF OCTOBER 31, 2013 BY AND AMONG DURATA THERAPEUTICS, INC., VICURON PHARMACEUTICALS INC., AND DURATA THERAPEUTICS U.S. LIMITED AS GUARANTORS, IN FAVOR OF PDL BIOPHARMA, INC., AS COLLATERAL AGENTJoinder Agreement • March 14th, 2014 • Durata Therapeutics, Inc. • Pharmaceutical preparations
GUARANTEE AGREEMENT (the “Agreement”), dated as of October 31, 2013, by DURATA THERAPEUTICS, INC., a Delaware corporation (“Parent”), VICURON PHARMACEUTICALS INC., a Delaware corporation (“Vicuron”), and DURATA THERAPEUTICS U.S. LIMITED, a Delaware corporation (“Durata U.S. Limited”, and together with Parent, Vicuron, and any other entity that may become a party hereto as a guarantor as provided herein, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), in favor of PDL BIOPHARMA, INC., as collateral agent (in such capacity, the “Agent”) under the Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among DURATA THERAPEUTICS HOLDING C.V., a limited partnership organized under the laws of the Netherlands (“Durata C.V.”), DURATA THERAPEUTICS INTERNATIONAL B.V., a private company with limited liability incorporated under the laws of the Netherlands ha
DURATA THERAPEUTICS, INC. Incentive Stock Option Agreement Granted Under 2012 Stock Incentive PlanDurata Therapeutics, Inc. • April 30th, 2012 • Pharmaceutical preparations
INVESTOR RIGHTS AGREEMENT By and Among DURATA THERAPEUTICS, INC. and THE HOLDERS OF PREFERRED SHARES THEREOFInvestor Rights Agreement • March 22nd, 2012 • Durata Therapeutics, Inc. • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is dated as of December 11, 2009, and is by and among (i) Durata Therapeutics, Inc., a Delaware corporation (the “Company”), and (ii) the holders of Preferred Shares of the Company listed from time to time on the attached Schedule A (each an “Investor” and collectively, with their successors, transferees and assigns, the “Investors”).
DURATA THERAPEUTICS, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Stock Incentive PlanStock Option Agreement • April 30th, 2012 • Durata Therapeutics, Inc. • Pharmaceutical preparations
