Pieris Pharmaceuticals, Inc. Sample Contracts

MARIKA, INC.
Subscription Agreement • September 30th, 2013 • Marika Inc. • Services-business services, nec
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5,500,000 Shares Pieris Pharmaceuticals, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • February 14th, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 6th, 2016 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 2, 2016, by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the several signatories hereto.

Shares Pieris Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 24th, 2015 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York

Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”

PIERIS PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENT
Common Stock • October 5th, 2016 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York

Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

SPLIT-OFF AGREEMENT
Split-Off Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • New York

This SPLIT-OFF AGREEMENT, dated as of December 17, 2014 (this “Agreement”), is entered into by and among Pieris Pharmaceuticals, Inc. (f/k/a Marika Inc.), a Nevada corporation (“Seller”), Marika Enterprises Inc., a Nevada corporation and wholly owned subsidiary of Seller (“Split-Off Subsidiary”), and Aleksandrs Sviks (“Buyer”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • Nevada

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2014, by and between Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”).

COMMON STOCK PURCHASE WARRANT PIERIS PHARMACEUTICALS, INC.
Pieris Pharmaceuticals, Inc. • December 23rd, 2014 • Services-commercial physical & biological research

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December , 2014 (the “Initial Exercise Date”) but not after 5:00 p.m. (New York time) on December , 2019 (the “Termination Date”), to subscribe for and purchase from PIERIS PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), up to ( ) shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). At 5:00 pm (New York Time) on the Termination Date, this Warrant shall become void and of no value.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 23rd, 2014 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York

This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of December 17, 2014, between the Company and each Person listed on the signature pages thereto (the “Purchase Agreement”), and (ii) the Acquisition Agreement, dated December 17, 2014, by and among the Company, Pieris AG, a stock corporation formed under the laws of Germany, and the share and note holders of Pieris AG listed on the signature pages thereto (the “Acquisition Agreement”).

Contract
Employment Agreement • November 2nd, 2021 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
CONFIDENTIAL TREATMENT REQUESTED
Confidential Treatment Requested • July 31st, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York

This License and Collaboration Agreement is entered into as of February 8, 2018 (the “Effective Date”) by and among Seattle Genetics, Inc., a Delaware corporation located at 21823 30th Drive SE, Bothell, WA 98021 (together with its Affiliates, “SGEN”), and Pieris Pharmaceuticals, Inc., a Nevada corporation located at 255 State Street, 9th floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a company organized and existing under the laws of Germany located at Lise-Meitner-str. 30, 85354 Freising, Germany (collectively and together with their Affiliates, “PIRS”). SGEN and PIRS are individually referred to herein as a “Party” and collectively, as the “Parties”.

LICENSE AND COLLABORATION AGREEMENT BETWEEN LES LABORATOIRES SERVIER
License and Collaboration Agreement • April 26th, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research

This License and Collaboration Agreement is entered into as of January 4, 2017 (the “Effective Date”) by and between Les Laboratoires Servier, a corporation incorporated under the laws of France having offices and principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France and Institut de Recherches Internationales Servier, a company duly organized and existing under the laws of France having offices and principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France (individually and collectively, “Servier”), and Pieris Pharmaceuticals, Inc., a Nevada corporation having offices and principal place of business at 255 State Street, 9th floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a company organized and existing under the laws of Germany having offices and principal place of business at Lise-Meitner-str. 30, 85354 Freising, Germany (individually and collectively, “Pieris”). Servier and Pieris are individually referred to herein as a “Party” and coll

CONFIDENTIAL TREATMENT REQUESTED LICENSE AND TRANSFER AGREEMENT
License and Transfer Agreement • July 20th, 2016 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York

This license and transfer agreement (the “Agreement”) is entered into with effect as of April 18, 2016 (the “Effective Date”) by and between Pieris Pharmaceuticals, Inc., a Nevada corporation with a place of business at 255 State Street, 9th Floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a German company with a place of business at Lise-Meitner-Strasse 30, 85354 Freising, Germany (collectively and together with their Affiliates, “Pieris”) and Enumeral Biomedical Holdings, Inc., a Delaware corporation with a place of business at 200 CambridgePark Drive, Suite 2000, Cambridge, MA 02140 (together with its Affiliates, “Enumeral”).

DEVELOPMENT AND LICENSE AGREEMENT
Confidential Treatment Requested • March 30th, 2015 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York

THIS LICENSE AGREEMENT (the “Agreement”) is made and is effective as of this 7th day of October, 2013 (the “Effective Date”) by and between

NON-EXCLUSIVE ANTICALIN® PLATFORM TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • April 26th, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research

THIS NON-EXCLUSIVE ANTICALIN® PLATFORM TECHNOLOGY LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of January 4, 2017 (the “Effective Date”), by and between PIERIS PHARMACEUTICALS, INC., a Nevada corporation having its principal place of business at 255 State Street, 9th floor, Boston, MA 02109 AND PIERIS PHARMACEUTICALS GMBH, a company organized and existing under the laws of Germany having offices and principal place of business at Lise-Meitner-str. 30, 85354 Freising, Germany (collectively, “Pieris”), and LES LABORATOIRES SERVIER, a corporation incorporated under the laws of France having a principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France and INSTITUT DE RECHERCHES INTERNATIONALES SERVIER, a company duly organized and existing under the laws of France, having offices and principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France (collectively, “Licensee”). Pieris and Licensee each may be referred to herein individually a

CONFIDENTIAL TREATMENT REQUESTED Collaboration Research and Technology Licensing Agreement
Confidential Treatment Requested • March 30th, 2015 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research

This Definitive Collaboration Research and Technology Licensing Agreement (this “Agreement”) is effective as of May 31, 2011 (the “Effective Date”), and is entered into by and between

JOINT DEVELOPMENT & LICENSE AGREEMENT
Joint Development & License Agreement • March 30th, 2015 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • England and Wales

This Joint Development and License Agreement (this “Agreement”) is made as of November 21st, 2013 (the “Effective Date”), by and between Pieris AG, a German stock corporation organized and existing under the laws of Germany, whose principal place of business is at Lise-Meitner-Straße 30, 85354 Freising, Germany (“Pieris”), and Stelis BioPharma Private Limited, formerly known as Agila Biotech Private Limited, a company incorporated under the Companies Act (India), 1956 and having its registered office at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“Stelis BioPharma”). Pieris and Stelis BioPharma may be referred to individually as a “Party” or together as the “Parties.”

CONFIDENTIAL TREATMENT REQUESTED COLLABORATION AND LICENSE AGREEMENT
Confidential Treatment Requested • December 18th, 2014 • Marika Inc. • Services-business services, nec

This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into effective as of September 24th, 2010 (the “Effective Date”) by and between

CONFIDENTIAL TREATMENT REQUESTED DEFINITIVE LICENSE AND TRANSFER AGREEMENT
Confidential Treatment Requested • August 11th, 2016 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York

This Definitive License and Transfer Agreement (the “Agreement”) is entered into with effect as of June 6, 2016 (the “Effective Date”) by and between Pieris Pharmaceuticals, Inc., a Nevada corporation with a place of business at 255 State Street, 9th Floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a German company with a place of business at Lise-Meitner-Strasse 30, 85354 Freising, Germany (collectively and together with their Affiliates, “Pieris”) and Enumeral Biomedical Holdings, Inc., a Delaware corporation with a place of business at 200 CambridgePark Drive, Suite 2000, Cambridge, MA 02140 (together with its Affiliates, “Enumeral”).

AMENDED AND RESTATED MANAGEMENT AGREEMENT between
Management Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec

WHEREAS, by resolution adopted by the Supervisory Board on December 17, 2009, the Executive was appointed to the Management Board to serve as Chairman of the Management Board (Vorstandsvorsitzender) of the Company for a term from January 1, 2010 to December 31, 2014.

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Investment Agreement Pieris AG, Freising, Germany dated October 10, 2014 by and among
Investment Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
Lease Agreement -
Pieris Pharmaceuticals, Inc. • March 18th, 2019 • Services-commercial physical & biological research
Re: 3(a)(9) Exchange Agreement
Letter Agreement • April 6th, 2020 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York

This letter agreement (the “Agreement”) confirms the agreement of Pieris Pharmaceuticals, Inc. (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 3,000,000 shares (the “Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), beneficially owned by the Stockholders in consideration for a total of 3,000 shares of Series D Convertible Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 3,000,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.

CONFIDENTIAL TREATMENT REQUESTED RESEARCH AND LICENSING AGREEMENT between
Confidential Treatment Requested • December 18th, 2014 • Marika Inc. • Services-business services, nec

The Parties are jointly conducting research aimed at gaining fundamental insights in the realm of anticalins and lipocalins. To that effect the Parties signed a Research and Licensing Agreement on 26 June / 04 July 2003[***].

JOINT DEVELOPMENT & LICENSE AGREEMENT
Joint Development & License Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • England and Wales

This Joint Development and License Agreement (this “Agreement”) is made as of November 21st, 2013 (the “Effective Date”), by and between Pieris AG, a German stock corporation organized and existing under the laws of Germany, whose principal place of business is at Lise-Meitner-Straße 30, 85354 Freising, Germany (“Pieris”), and Stelis BioPharma Private Limited, formerly known as Agila Biotech Private Limited, a company incorporated under the Companies Act (India), 1956 and having its registered office at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“Stelis BioPharma”). Pieris and Stelis BioPharma may be referred to individually as a “Party” or together as the “Parties.”

FIRST AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT BETWEEN SERVIER AND PIERIS
License and Collaboration Agreement • August 11th, 2017 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research

This First Amendment to the to the License and Collaboration Agreement entered into on January 4, 2017 (the “First Amendment”) is effective as of June 16, 2017 (the “First Amendment Effective Date”) by and between Les Laboratoires Servier, a corporation incorporated under the laws of France having offices and principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France and Institut de Recherches Internationales Servier, a company duly organized and existing under the laws of France having offices and principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France (individually and collectively, “Servier”), and Pieris Pharmaceuticals, Inc., a Nevada corporation having offices and principal place of business at 255 State Street, 9th floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a company organized and existing under the laws of Germany having offices and principal place of business at Lise-Meitner-str. 30, 85354 Freising, Germany (individually and coll

CONSULTING AGREEMENT
Consulting Agreement • March 30th, 2017 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • Massachusetts

This Consulting Agreement (the “Agreement”) is entered into on February 1, 2017, by and between Pieris Pharmaceuticals, Inc., a Nevada corporation, with its principal place of business being Lise-Meitner-Strasse 30, 85354 Freising-Weihenstephan, Germany (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”

Convertible Bridge Loan Agreement Dated November 12, 2012 between
Convertible Bridge Loan Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
Addendum No. 3 to the Rental Agreement dated 16.10./24.10.2018 and Addendum no. 1 dated 21.05.2019 and
Rental Agreement • March 29th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations

The parties have entered an agreement for the building Zeppelinstraße 3, 85399 Hallbergmoos - hereinafter referred to as "property" - in accordance with the rental agreement dated 16.10./24.10.2018 including addendum no. 1 dated 21.05.2019 and addendum no. 2 dated 12./13.02. - hereinafter referred to as the "rental agreement" - for office, laboratory, and technical space as well as parking spaces.

CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE OPTION AGREEMENT
Confidential Treatment Requested • May 15th, 2017 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research

This Exclusive Option Agreement (the “Agreement”) is entered into by and between Pieris Pharmaceuticals Inc., a Nevada corporation with an address of 255 State Street, 9th Floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a German company with an address of Lise-Meitner-Strasse 30 85354 Freising, Germany (collectively, “Pieris”), and ASKA Pharmaceutical Co., Ltd., a Japanese corporation with an address of 2-5-1 Shibaura, Minato-ku, Tokyo, Japan 108-8532 (“ASKA”), is effective on February 27, 2017 (the “Effective Date”). Pieris and ASKA are also individually referred to herein as a “Party” and collectively as the “Parties”.

Amendment to the Convertible Bridge Loan Agreement dated November 12, 2012 between
Convertible Bridge Loan Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
CONFIDENTIAL TREATMENT REQUESTED Research Collaboration and License Agreement
Collaboration and License Agreement • March 23rd, 2016 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research

with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”)

SECURITIES PURCHASE AGREEMENT
Registration Rights Agreement • December 23rd, 2014 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 17, 2014, by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (f/k/a Marika Inc.) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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