Imclone Systems Inc/De Sample Contracts

RIGHTS AGREEMENT
Rights Agreement • February 19th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • Delaware
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NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • June 5th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER
Stock Purchase Agreement • August 14th, 2001 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
RECITALS
Stock Purchase Agreement • November 14th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
1 Exhibit 1.1 2,875,000 SHARES IMCLONE SYSTEMS INCORPORATED COMMON STOCK, $.001 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • November 2nd, 1999 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
and
Indenture • March 30th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT
Collaborative Research and License Agreement • February 12th, 1998 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • California
SUBLEASE
Agreement of Sublease • April 1st, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
RIGHTS AGREEMENT dated as of February 15, 2002 between IMCLONE SYSTEMS INCORPORATED and EQUISERVE TRUST COMPANY, N.A., as Rights Agent
Rights Agreement • May 4th, 2006 • Imclone Systems Inc • Biological products, (no disgnostic substances) • Delaware
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REGISTRATION RIGHTS AGREEMENT by and among IMCLONE SYSTEMS INCORPORATED as Issuer, and MORGAN STANLEY & CO. INCORPORATED and UBS SECURITIES LLC as the Initial Purchasers Dated as of May 7, 2004
Registration Rights Agreement • August 6th, 2004 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 7, 2004, by and among ImClone Systems Incorporated, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated and UBS Securities LLC (together, the “Initial Purchasers”), pursuant to the Purchase Agreement dated May 3, 2004 (the “Purchase Agreement”) among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

BETWEEN
Sale and Purchase • August 14th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New Jersey
by and among
Registration Rights Agreement • May 24th, 2000 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • October 14th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2008, is entered into by and among the entities listed on Schedule I hereto (each, a “Stockholder”) and Eli Lilly and Company, an Indiana corporation (“Parent”).

AGREEMENT AND PLAN OF MERGER Among ELI LILLY AND COMPANY, ALASKA ACQUISITION CORPORATION and IMCLONE SYSTEMS INCORPORATED Dated as of October 6, 2008
Agreement and Plan of Merger • October 8th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 6, 2008 (this “Agreement”), by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Alaska Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and ImClone Systems Incorporated, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

REGISTRATION RIGHTS AGREEMENT by and among IMCLONE SYSTEMS INCORPORATED as Issuer, and MORGAN STANLEY & CO. INCORPORATED and UBS SECURITIES LLC as the Initial Purchasers Dated as of May 7, 2004
Registration Rights Agreement • August 5th, 2004 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 7, 2004, by and among ImClone Systems Incorporated, a Delaware corporation (the "Company"), and Morgan Stanley & Co. Incorporated and UBS Securities LLC (together, the "Initial Purchasers"), pursuant to the Purchase Agreement dated May 3, 2004 (the "Purchase Agreement") among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

AMONG
Distribution and Supply Agreement • September 28th, 2001 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York
FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 4th, 2006 • Imclone Systems Inc • Biological products, (no disgnostic substances)

FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of May 4, 2006 (this “Amendment”), between ImClone Systems Incorporated, a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) as Rights Agent (the “Rights Agent”).

IMCLONE SYSTEMS INCORPORATED
Letter Agreement • December 21st, 2005 • Imclone Systems Inc/De • Biological products, (no disgnostic substances)

This letter agreement (this “Agreement”) is being entered into by and between you and IMCLONE SYSTEMS INCORPORATED (the “Company”), a Delaware corporation, in connection with certain of your outstanding options to purchase shares of the Company’s common stock (each, a “Stock Option”) previously granted to you pursuant to, in each case as applicable, the ImClone Systems Incorporated 2005 Inducement Stock Option Plan, the ImClone Systems Incorporated 2002 Stock Option Plan and the ImClone Systems Incorporated 1998 Non-Qualified Stock Option Plan, in each case as amended as applicable (each, a “Plan”).

Contract
License Agreement • February 29th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • New York

[NOTE : CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS BY IMCLONE SYSTEMS INCORPORATED. THESE PORTIONS HAVE BEEN MARKED WITH TWO ASTERISKS ENCLOSED IN BRACKETS (i.e. [**]). THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 4th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances)

SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of October 31, 2008 (this “Amendment”), between ImClone Systems Incorporated, a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) as Rights Agent (the “Rights Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2004 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New York

AGREEMENT, made and entered into as of the 19th day of March, 2004, by and between ImClone Systems Incorporated, a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Daniel S. Lynch (the "Executive").

TARGET PRICE CONTRACT between
Target Price • November 14th, 2002 • Imclone Systems Inc/De • Biological products, (no disgnostic substances) • New Jersey
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