PROTHENA CORPORATION PLC (an Irish public limited company) 3,500,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • Prothena Corp Public LTD Co • Pharmaceutical preparations • New York
LEASE AGREEMENTLease Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 18th day of March, 2010 (“Lease Date”), between ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability company (“Landlord”), and ELAN PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
PROTHENA CORPORATION PLC (an Irish public limited company) 2,767,177 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2014 • Prothena Corp PLC • Pharmaceutical preparations • New York
DEED OF INDEMNIFICATIONDeed of Indemnification • December 11th, 2014 • Prothena Corp PLC • Pharmaceutical preparations
This Deed of Indemnification (this “Deed”) is effective as of ______________ by and between Prothena Corporation plc, an Irish public limited company (as further defined below, the “Company”), and ______________ (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • November 2nd, 2023 • Prothena Corp Public LTD Co • Pharmaceutical preparations • California
This Consulting Agreement (this “Agreement”) is effective as of October 1, 2023 (the “Effective Date”) and is made by and between Dennis J. Selkoe, M.D., an individual (“Consultant”), and Prothena Biosciences Inc, a Delaware corporation with offices at 331 Oyster Point Boulevard, South San Francisco, CA 94080, U.S.A. (“Prothena”). Consultant and Prothena may each be referred to individually herein as a “Party” and collectively as the “Parties”.
PROTHENA CORPORATION PLCOption Award Agreement • May 6th, 2020 • Prothena Corp PLC • Pharmaceutical preparations
Prothena Corporation plc, an Irish public limited company (the “Company”), hereby grants an Option to acquire its Shares to the individual named below. The terms and conditions of the Option are set forth in this cover sheet, in the attached Option Award Agreement and in the Prothena Corporation plc 2020 Employment Inducement Incentive Plan (the “Plan”). All capitalized terms used but not defined in this cover sheet and the attached Option Award Agreement will have the meanings ascribed to such terms in the Plan.
Prothena Biosciences Inc Amended and Restated Severance PlanProthena Corp PLC • December 15th, 2015 • Pharmaceutical preparations • Delaware
The Company has adopted this Plan, as amended and restated herein, for the benefit of certain “Eligible Employees” of the Company and certain Affiliates specified by the Company who were then employed by the Company. Effective as of the Amendment and Restatement Effective Date, this Plan amends and restates in its entirety the Prothena Biosciences Inc Severance Plan originally adopted December 20, 2012 and amended and restated as of March 4, 2013. The Plan is intended to apply to United States based “Employees,” as described herein. The Plan shall be binding on any successor to all or substantially all of the Company’s assets or business.
INTELLECTUAL PROPERTY LICENSE AND CONVEYANCE AGREEMENT AMONG NEOTOPE BIOSCIENCES LIMITED AND ELAN PHARMA INTERNATIONAL LIMITED AND ELAN PHARMACEUTICALS, INC. Dated as of December 20, 2012Intellectual Property License and Conveyance Agreement • December 21st, 2012 • Prothena Corp PLC • Pharmaceutical preparations
This INTELLECTUAL PROPERTY LICENSE AND CONVEYANCE AGREEMENT (the “Agreement”) is made this 20th day of December 2012 (the “Effective Date”) among NEOTOPE BIOSCIENCES LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“NBL”) on the one hand, and ELAN PHARMA INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“EPIL”) and ELAN PHARMACEUTICALS, INC., a Delaware corporation having an address at 180 Oyster Point Boulevard, South San Francisco, CA 94080 (“EPI”) on the other hand (collectively, “Elan”).
Employment AgreementEmployment Agreement • November 4th, 2016 • Prothena Corp PLC • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”), dated as of November 2, 2016, is made by and between Prothena Biosciences Inc, a Delaware corporation (the “Company”), and Gene G. Kinney (the “Executive” and, together with the Company, the “Parties”) effective as of September 30, 2016 (the “Effective Date”).
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT AMONG NEOTOPE BIOSCIENCES LIMITED AND ELAN PHARMA INTERNATIONAL LIMITED AND ELAN PHARMACEUTICALS, INC. Dated as of December 20, 2012Contribution Agreement • December 21st, 2012 • Prothena Corp PLC • Pharmaceutical preparations
This AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT (the “Agreement”) is made this 20th day of December 2012 (the “Amendment Effective Date”) among NEOTOPE BIOSCIENCES LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“NBL”) on the one hand, and ELAN PHARMA INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“EPIL”) and ELAN PHARMACEUTICALS, INC., a Delaware corporation having an address at 180 Oyster Point Boulevard, South San Francisco, CA 94080 (“EPI”) on the other hand (collectively, “Elan”).
LICENSE AGREEMENT BETWEEN NEOTOPE BIOSCIENCES LIMITED AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO. SD2002-035License Agreement • August 17th, 2018 • Prothena Corp PLC • Pharmaceutical preparations • California
This agreement (“Agreement”) is made by and between NEOTOPE BIOSCIENCES LIMITED, a private limited company incorporated under the laws of Ireland with offices at 25- 28 North Wall Quay, Dublin 1, Ireland (“LICENSEE”) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 17th, 2018 • Prothena Corp PLC • Pharmaceutical preparations • New York
This Exclusive License Agreement (“Agreement”; and as further defined herein) is made effective as of July 25, 2016 (the “Effective Date”) between:
PROTHENA CORPORATION PLCOption Award Agreement • November 9th, 2020 • Prothena Corp Public LTD Co • Pharmaceutical preparations
Prothena Corporation plc, an Irish public limited company (the “Company”), hereby grants an Option to acquire its Shares to the individual named below. The terms and conditions of the Option are set forth in this cover sheet, in the attached Option Award Agreement and in the Prothena Corporation plc 2018 Long Term Incentive Plan (the “Plan”). All capitalized terms used but not defined in this cover sheet and the attached Option Award Agreement will have the meanings ascribed to such terms in the Plan.
PROTHENA CORPORATION PLC EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 23rd, 2021 • Prothena Corp Public LTD Co • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Prothena Corporation plc, an Irish public limited company (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co., Stifel, Nicolaus & Company, Incorporated, Cantor Fitzgerald & Co., RBC Capital Markets, LLC, and JMP Securities LLC (the “Agents”), as sales agents, the Company’s ordinary shares, par value $0.01 per share (the “Ordinary Shares”) (such shares to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance.
MASTER COLLABORATION AGREEMENT by and among PROTHENA BIOSCIENCES LIMITED And CELGENE SWITZERLAND LLC Dated as of March 20, 2018Master Collaboration Agreement • August 17th, 2018 • Prothena Corp PLC • Pharmaceutical preparations • New York
This U.S. LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of , 20 (the “Effective Date”) by and between Prothena Biosciences Limited, an Irish limited company (“Prothena”) and Celgene Switzerland LLC, a Delaware limited liability company (“Celgene”)3. Celgene and Prothena are each referred to herein by name or as a “Party” or, collectively, as the “Parties”.
TAX MATTERS AGREEMENT by and between ELAN CORPORATION, PLC AND PROTHENA CORPORATION PLC, Dated 20 December 2012Tax Matters Agreement • December 21st, 2012 • Prothena Corp PLC • Pharmaceutical preparations
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of 20 December 2012 by and between Elan Corporation, plc, an Irish public limited company (“Parent”), and Prothena Corporation plc, an Irish public limited company (“Prothena”) (and Parent and Prothena, collectively, the “Companies”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 21st, 2012 • Prothena Corp PLC • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”), is made and entered into as of December 20, 2012, by and between, Elan Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Prothena Biosciences Inc, a Delaware corporation (“Buyer”).
PROTHENA CORPORATION PLCOption Award Agreement • November 9th, 2020 • Prothena Corp Public LTD Co • Pharmaceutical preparations
Prothena Corporation plc, an Irish public limited company (the “Company”), hereby grants an Option to acquire its Shares to the individual named below. The terms and conditions of the Option are set forth in this cover sheet, in the attached Option Award Agreement and in the Prothena Corporation plc 2018 Long Term Incentive Plan (the “Plan”). All capitalized terms used but not defined in this cover sheet and the attached Option Award Agreement will have the meanings ascribed to such terms in the Plan.
LICENSE, DEVELOPMENT, AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN NEOTOPE BIOSCIENCES LIMITED AND PROTHENA BIOSCIENCES INC, on the one hand, AND F. HOFFMANN-LA ROCHE LTD AND HOFFMANN-LA ROCHE INC., on the other hand December 11, 2013Development, and Commercialization Agreement • June 6th, 2014 • Prothena Corp PLC • Pharmaceutical preparations • New York
This LICENSE, DEVELOPMENT, AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made and signed as of December 11, 2013 (the “Signing Date”) by and between:
Form of Option Award Agreement between Prothena Corporation plc and Registrant’s Non-Employee Directors (used beginning May 16, 2018) PROTHENA CORPORATION PLCOption Award Agreement • August 7th, 2018 • Prothena Corp PLC • Pharmaceutical preparations
Prothena Corporation plc, an Irish public limited company (the “Company”), hereby grants an Option to acquire its Shares to the individual named below. The terms and conditions of the Option are set forth in this cover sheet, in the attached Option Award Agreement and in the Prothena Corporation plc 2018 Long Term Incentive Plan (the “Plan”). All capitalized terms used but not defined in this cover sheet and the attached Option Award Agreement will have the meanings ascribed to such terms in the Plan.
ContractMutual Confidentiality Agreement • August 13th, 2013 • Prothena Corp PLC • Pharmaceutical preparations • London
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
CONSENT TO SUBLEASE AGREEMENTConsent to Sublease Agreement • May 4th, 2016 • Prothena Corp PLC • Pharmaceutical preparations • California
THIS CONSENT TO SUBLEASE AGREEMENT (this "Agreement") is made as of March 28, 2016, by and among HCP BTC, LLC, a Delaware limited liability company ("Landlord"), AMGEN INC., a Delaware corporation ("Tenant"), and PROTHENA BIOSCIENCES INC, a Delaware corporation ("Subtenant").
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and the type of information that the registrant customarily and actually treats as private and confidential.License Agreement • November 4th, 2021 • Prothena Corp Public LTD Co • Pharmaceutical preparations • New York
This U.S. LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of July 30, 2021 (the “Effective Date”) by and between Prothena Biosciences Limited, an Irish limited company (“Prothena”) and Celgene Switzerland LLC, a Delaware limited liability company (“Celgene”). Celgene and Prothena are each referred to herein by name or as a “Party” or, collectively, as the “Parties”.
SUBLEASESublease • February 28th, 2023 • Prothena Corp Public LTD Co • Pharmaceutical preparations
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of October 28, 2022 (the “Effective Date”), and is made by and between Arcus Biosciences, Inc., a Delaware corporation (“Sublessor”), and Prothena Biosciences Inc, a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and the type of information that the registrant customarily and actually treats as private and...Share Purchase Agreement • November 4th, 2021 • Prothena Corp Public LTD Co • Pharmaceutical preparations • New York
This Share Purchase Agreement (as may be amended from time to time, this “Agreement”) is made and entered into as of July 8, 2021 by and among: Novo Nordisk A/S, an entity organized under the laws of Denmark (“Novo Nordisk”); Novo Nordisk Region Europe A/S, an entity organized under the laws of Denmark (“NNRE” and together with Novo Nordisk, “Buyer”); Prothena Biosciences Limited, a private company limited by shares incorporated under the laws of Ireland with registered number 460227 (“Seller”); and Prothena Corporation Plc, a public company limited by shares incorporated under the laws of Ireland with registered number 518146 (“Parent”). Parent is a party to this Agreement solely for purposes of Section 5.6 (Guaranty of Parent). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SHARE SUBSCRIPTION AGREEMENT By and Between Celgene Switzerland LLC and Prothena Corporation plc Dated as of March 20, 2018Share Subscription Agreement • May 9th, 2018 • Prothena Corp PLC • Pharmaceutical preparations • New York
THIS SHARE SUBSCRIPTION AGREEMENT (the “Agreement”) is made and entered into as of March 20, 2018 (the “Signing Date”), by and between Prothena Corporation plc, an Irish public limited company (the “Company”), and Celgene Switzerland LLC, a Delaware limited liability company (the “Subscriber”).
PROTHENA CORPORATION PLCOption Award Agreement • August 6th, 2020 • Prothena Corp Public LTD Co • Pharmaceutical preparations
Prothena Corporation plc, an Irish public limited company (the “Company”), hereby grants an Option to acquire its Shares to the individual named below. The terms and conditions of the Option are set forth in this cover sheet, in the attached Option Award Agreement and in the Prothena Corporation plc 2020 Employment Inducement Incentive Plan (the “Plan”). All capitalized terms used but not defined in this cover sheet and the attached Option Award Agreement will have the meanings ascribed to such terms in the Plan.
Commercial Supply ContractProthena Corp PLC • February 27th, 2017 • Pharmaceutical preparations
WHEREAS, Rentschler and Customer have entered into a Master Development Services Agreement dated August 10, 2015 (the “MDSA”) for certain development and manufacturing services for clinical purposes for Customer’s Product (as defined below);
LICENSE AGREEMENT AMENDMENT NUMBER ONELicense Agreement • May 9th, 2018 • Prothena Corp PLC • Pharmaceutical preparations
This License Agreement Amendment Number One (the “Amendment”) is made as of January 15, 2014 (the “Amendment Effective Date”) by and between Neotope Biosciences Limited, a private limited company incorporated under the laws of Ireland with offices at 25-28 North Wall Quay, Dublin 1, Ireland (“LICENSEE”) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
SUBLEASESublease • May 4th, 2016 • Prothena Corp PLC • Pharmaceutical preparations • California
THIS BUILD-TO-SUIT LEASE ("Lease") is made and entered into as of December 20, 2001, by and between SLOUGH BTC, LLC, a Delaware limited liability company ("Landlord"), and TULARIK INC., a Delaware corporation ("Tenant").
LICENSE AGREEMENT AMENDMENT NUMBER ONELicense Agreement • August 17th, 2018 • Prothena Corp PLC • Pharmaceutical preparations
This License Agreement Amendment Number One (the “Amendment”) is made as of January 15, 2014 (the “Amendment Effective Date”) by and between Neotope Biosciences Limited, a private limited company incorporated under the laws of Ireland with offices at 25-28 North Wall Quay, Dublin 1, Ireland (“LICENSEE”) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
LICENSE AGREEMENT between UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION and ELAN PHARMACEUTICALS INC.License Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations
This License Agreement (“Agreement”) is made and entered into this 31st day of December, 2008 (“Effective Date”) by and between the UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION, having an office at 1534 White Avenue, Knoxville, TN 37996 (“UTRF”), and Elan Pharmaceuticals Inc., a corporation organized and existing under the laws of the State of Delaware having an address of 800 Gateway Boulevard, South San Francisco, CA 94080 (“Licensee”).
Termination and Release AgreementTermination and Release Agreement • November 6th, 2018 • Prothena Corp PLC • Pharmaceutical preparations
WHEREAS, Rentschler and Customer entered into a Commercial Supply Contract, effective November 9, 2016, relating to the commercial supply of Product (the “CSC”).
ASSIGNMENT OF TENANT’S INTEREST IN LEASE AND ASSUMPTION OF LEASE OBLIGATIONS (650 Gateway Boulevard, South San Francisco, CA)Prothena Corp PLC • November 30th, 2012 • Pharmaceutical preparations
This Assignment of Tenant’s Interest in Lease and Assumption of Lease Obligations (“Agreement”) dated as of December 2, 2012 is made by and between ELAN PHARMACEUTICALS, INC., a Delaware corporation (“Assignor”), and PROTHENA BIOSCIENCES INC, a Delaware corporation (“Assignee”).
AMENDMENT NO. 1 TO TAX MATTERS AGREEMENTTax Matters Agreement • August 13th, 2013 • Prothena Corp PLC • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO TAX MATTERS AGREEMENT (this “Amendment”) is made and entered into as of June 25, 2013 by and between Elan Corporation, plc, an Irish public limited company (“Parent”), and Prothena Corporation plc, an Irish public limited company (“Prothena”).
