Progenics Pharmaceuticals Inc Sample Contracts

UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • October 13th, 1999 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York
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UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • November 6th, 1997 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York
UNDERWRITING AGREEMENT
Progenics Pharmaceuticals Inc • November 12th, 1996 • Pharmaceutical preparations • New York
7,608,696 Shares Progenics Pharmaceuticals, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • February 21st, 2014 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York

exclusively of one or more of the undersigned and/or a Family Member, (b) bona fide gifts, or (c) any transfer of Shares by the undersigned to the Company (i) deemed to occur upon the cashless exercise by the undersigned of options to acquire Shares, which options are granted to the undersigned pursuant to the Company’s employee benefit plans existing as of the date of this letter agreement, or (ii) for the primary purpose of paying the exercise price of options to acquire Shares; provided, however, that in any such case, it shall be a condition to such transfer that:

LICENSE AGREEMENT NO. W 960625
License Agreement • November 12th, 1996 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • California
LICENSE AGREEMENT
License Agreement • November 12th, 1996 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York
Up to $75,000,000 of Shares of Common Stock (par value $0.0013 per share) Controlled Equity OfferingSM Sales Agreement
Progenics Pharmaceuticals Inc • October 12th, 2018 • Pharmaceutical preparations • New York

Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

UNDERWRITING AGREEMENT
Progenics Pharmaceuticals Inc • October 7th, 1996 • New York
Progenics Pharmaceuticals, Inc. Up to $75,000,000 of Shares of Common Stock (par value $0.0013 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • January 6th, 2017 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York

Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

UNDERWRITING AGREEMENT
Progenics Pharmaceuticals Inc • September 29th, 1997 • Pharmaceutical preparations • New York
BETWEEN
Sublicense Agreement • October 9th, 1997 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALS
Employment Agreement • October 7th, 1996 • Progenics Pharmaceuticals Inc • New York
License Agreement Between
License Agreement • November 12th, 1996 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALS
License and Supply Agreement • November 25th, 1996 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
WITNESSETH
Clinical Trial Agreement • November 26th, 1996 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York
9,090,909 Shares Progenics Pharmaceuticals, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • August 10th, 2018 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York

● make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or

CONFIDENTIAL TREATMENT Heads of Agreement __________________ between
Progenics Pharmaceuticals Inc • February 6th, 1998 • Pharmaceutical preparations • New Jersey
Progenics Pharmaceuticals, Inc. 2,500,000 Shares Common Stock ($0.0013 par value) Underwriting Agreement
Progenics Pharmaceuticals Inc • September 15th, 2005 • Pharmaceutical preparations • New York

Progenics Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) 2,500,000 shares (the “Firm Shares”) of Common Stock, $0.0013 par value (“Common Stock”), of the Company. 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. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Underwriters shall mean either the singular or plural as the context requires. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 375,000 shares (the “Additional 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 Additional Shares are collectively called the “Securities.”

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RECITALS
Supply Agreement • November 26th, 1996 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG LANTHEUS HOLDINGS, INC., PLATO MERGER SUB, INC. AND PROGENICS PHARMACEUTICALS, INC. DATED AS OF FEBRUARY 20, 2020
Agreement and Plan of Merger • February 20th, 2020 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Amended and Restated Agreement and Plan of Merger (this “Agreement”), dated as of February 20, 2020 (the “Execution Date”), among Lantheus Holdings, Inc., a Delaware corporation (“Parent”), Plato Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of October 1, 2019 (the “Original Execution Date”), among Parent, Merger Sub and the Company. Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms have the meanings given to them in Section 1.1.

JOINT DEVELOPMENT AND MASTER LICENSE AGREEMENT BETWEEN
Joint Development and Master License Agreement • November 17th, 1997 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York
LOAN AGREEMENT Dated as of November 4, 2016 Between HEALTHCARE ROYALTY PARTNERS III, L.P., as Lender, and MNTX ROYALTIES SUB LLC, as Borrower
Loan Agreement • November 7th, 2016 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York

This LOAN AGREEMENT, dated as of November 4, 2016, is entered into by and between HEALTHCARE ROYALTY PARTNERS III, L.P., a Delaware limited partnership, as lender (“Lender”), and MNTX ROYALTIES SUB LLC, a Delaware limited liability company, as borrower (“Borrower”) (the “Agreement”).

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Progenics Pharmaceuticals, Inc.
Non-Qualified Stock Option Award Agreement • November 7th, 2019 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Award Agreement (the “Agreement”) made as of this DATE, between Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and NAME (the “Optionee”), is made pursuant to the terms of the Progenics Pharmaceuticals, Inc. 2018 Performance Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

FIRST AMENDMENT TO TERMINATION AND TRANSITION AGREEMENT
Confidential                                               execution • March 15th, 2011 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations

This First Amendment to the Termination and Transition Agreement (this “First Amendment”) is signed as of September __, 2010 (the “Amendment Signing Date”) and effective as of October 1, 2010 (the “Amendment Effective Date”), by and among Wyeth LLC (formerly known as “Wyeth”), acting through its Wyeth Pharmaceuticals Division, a limited liability company organized and existing under the laws of the State of Delaware and having a principal place of business at 500 Arcola Road, Collegeville, Pennsylvania 19426 (“Wyeth Parent”), Wyeth-Whitehall Pharmaceuticals LLC (formerly known as Wyeth-Whitehall Pharmaceuticals, Inc.”), a limited liability company having a principal place of business at Road No. 3, Kilometer 142.1, Guayama, Puerto Rico 00784, Wyeth-Ayerst Lederle LLC (formerly known as “Wyeth-Ayerst Lederle, Inc.”), a limited liability company having a principal place of business at 65th Infantry Road, Kilometer 9.7, Carolina, Puerto Rico 00987-4904, and AHP Manufacturing B.V., trading

RESTRICTED STOCK AWARD AGREEMENT Progenics Pharmaceuticals, Inc.
Restricted Stock Award Agreement • July 8th, 2008 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) made as of this DATE, between Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and NAME (the “Participant”), is made pursuant to the terms of the Progenics Pharmaceuticals, Inc. 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2011 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations

WHEREAS, Progenics Pharmaceuticals, Inc. (the “Corporation”) and Paul J. Maddon (“Maddon”) are each a party (the “Parties”) to an employment agreement (the “2007 Agreement”), dated as of December 31, 2007; and

BRIDGE LOAN AGREEMENT dated as of March 15, 2020 between PROGENICS PHARMACEUTICALS, INC., as Borrower and LANTHEUS MEDICAL IMAGING, INC., as Lender
Bridge Loan Agreement • March 16th, 2020 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS BRIDGE LOAN AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is made and entered into as of March 15, 2020 by and between PROGENICS PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”) and LANTHEUS MEDICAL IMAGING, INC., a Delaware corporation (the “Lender”).

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