Exhibit 4.32 ------------------------ ASSET PURCHASE AGREEMENT ------------------------ TABLE OF CONTENTSAsset Purchase Agreement • May 27th, 2005 • Xenova Group PLC • Biological products, (no disgnostic substances) • Alberta
HEWITSONS --------- SOLICITORSAgreement • May 27th, 2005 • Xenova Group PLC • Biological products, (no disgnostic substances) • England
CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN [_]. Final Version 12 April 2005 Confidential LICENCE AGREEMENT THIS AGREEMENT is made the...Licence Agreement • May 27th, 2005 • Xenova Group PLC • Biological products, (no disgnostic substances) • England
Exhibit A to Deposit AgreementXenova Group PLC • January 6th, 2004 • Biological products, (no disgnostic substances)
CERTAIN RIGHTS OF THE OWNER OF THE AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS RECEIPT UNDER ARTICLES 3, 12 AND 16 OF THIS RECEIPT MAY BE SUSPENDED OR REVOKED PURSUANT TO THE PROVISIONS OF ARTICLE 22 OF THIS RECEIPT
XENOVA LIMITED ANDDevelopment and Licence Agreement • May 27th, 2005 • Xenova Group PLC • Biological products, (no disgnostic substances)
ContractShareholders’ Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • England
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN *.
DISTRIBUTION AGREEMENTDistribution Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances)
THIS DISTRIBUTION AGREEMENT is entered into as of July 23, 2002 (the “Effective Date”) by and between KS Biomedix Plc. (“KS”), a company located at 1 Occam court surrey research park, Guilford surrey GU2 7HJ United Kingdom and Medison Pharma Ltd, 10, Hashiloach St., Petach Tikva, (“Distributor”), an Israeli Corporation.
ContractLicensing and Supply Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • England
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN *.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 26th, 2003 • Xenova Group PLC • Biological products, (no disgnostic substances) • New York
TERMINATION AND RELEASE AGREEMENT, dated as of January 8, 2003 (the “Termination and Release Agreement”), by and between (i) ImmuLogic Pharmaceutical Corporation Liquidating Trust, a trust created under the laws of Delaware (the “Trust”) and Immulogic Pharmaceutical Corporation, a Delaware corporation (the “Corporation” and together with the Trust “ImmuLogic”), and (ii) Cantab Pharmaceuticals Ltd., formerly known as Cantab Pharmaceuticals plc (“Cantab”), and Xenova Group plc, a corporation organized under the laws of England and Wales, as the parent of Cantab (“Xenova”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (“Agreement”) is dated as of the 25th day of November, 2003 by and among Xenova Group plc (the “Company”), the several purchasers named in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”) and Bingham McCutchen LLP as Escrow Agent (the “Escrow Agent”).
Exhibit B to Deposit AgreementXenova Group PLC • January 6th, 2004 • Biological products, (no disgnostic substances)
CERTAIN RIGHTS OF THE OWNER OF THE AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS ADR UNIT UNDER ARTICLES 3, 12 AND 16 OF THIS ADR UNIT MAY BE SUSPENDED OR REVOKED PURSUANT TO THE PROVISIONS OF ARTICLE 22 OF THIS ADR UNIT
XENOVA LIMITED ANDLicence and Development Agreement • May 27th, 2005 • Xenova Group PLC • Biological products, (no disgnostic substances)
PLACING AND OPEN OFFER AGREEMENTOffer Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • England
DRUG DELIVERY PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • New Jersey
This Drug Delivery Patent Sublicense Agreement (Agreement) is entered into as of May 2002 (Effective Date) by and between Amersham Health A.S. (formerly Nycomed Imaging A.S.), a company organized under the laws of Norway with offices at Nycoveien 2, Post Office Box 4220, Torshov, N-0401, Oslo, Norway (AH), and KS Avicenna, Inc. (formerly INTELLIgene Expressions Inc.) a corporation organized under the laws of Canada, with offices at Edmonton Research Park, 1938-94 Street, Edmonton, Alberta, Canada T6N 1J3 (KSA).
ContractAgreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • England
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN *.
Exhibit A to Deposit Agreement CERTAIN RIGHTS OF THE OWNER OF THE AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS RECEIPT UNDER ARTICLES 3, 12 AND 16 OF THIS RECEIPT MAY BE SUSPENDED OR REVOKED PURSUANT TO THE PROVISIONS OF ARTICLE 22 OF THIS RECEIPT No....Xenova Group PLC • January 5th, 2004 • Biological products, (no disgnostic substances)
CERTAIN RIGHTS OF THE OWNER OF THE AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS RECEIPT UNDER ARTICLES 3, 12 AND 16 OF THIS RECEIPT MAY BE SUSPENDED OR REVOKED PURSUANT TO THE PROVISIONS OF ARTICLE 22 OF THIS RECEIPT No. __________ AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents one-tenth of one deposited Share)
PUBLIC HEALTH SERVICE AMENDMENT L-007-96/1Xenova Group PLC • June 29th, 2004 • Biological products, (no disgnostic substances)
This Amendment of the Non-Exclusive Patent License, L-007-96/0 (“Agreement”), L-007-96/1 (“Amendment”), is made between the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as (“PHS”), agencies of the United States Public Health Service within the Department of Health and Human Services (“DHHS”) through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Amersham Health Inc. (“Licensee”), having an office at 101 Carnegie Center, Princeton, New Jersey 08540).
KS Biomedix Holdings PLCXenova Group PLC • June 29th, 2004 • Biological products, (no disgnostic substances)
ContractLicence Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • England
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN *.
CHLOROQUINE PATENT SUBLICENSE AGREEMENTChloroquine Patent Sublicense Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • New Jersey
This Chloroquine Patent Sublicense Agreement (Agreement) is entered into as of May , 2002 by and between Amersham Health A.S. (formerly Nycomed Imaging A.S.), a company organized under the laws of Norway with offices at Nycoveien 2, Post Office Box 4220, Torshov, N-0401, Oslo, Norway (AH), and KS Avicenna (formerly INTELLIgene Expressions Inc.), a corporation organized under the laws of Canada, with offices at Edmonton Research Park, 1938-94 Street, Edmonton, Alberta, Canada T6N 1J3 (KSA).
November 10, 2003 PERSONAL AND CONFIDENTIAL Mr. Daniel Abrams Group Finance Director Xenova Group plc Slough Berkshire SL1 4NL Dear Mr. Abrams:Non-Disclosure Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • New York
This letter will confirm the understanding and agreement (the “Agreement”) between ThinkEquity Partners LLC (“TEP”) and Xenova Group plc (the “Company”) as follows:
NATIONAL INSTITUTES OF HEALTH CENTERS FOR DISEASE CONTROL PATENT LICENSE AGREEMENT—EXCLUSIVE COVER PAGEPatent License Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • District of Columbia
Licensee agrees to the following Benchmarks for its performance under this Agreement and, within ten (10) days of achieving a Benchmark, shall notify PHS that the Benchmark has been achieved.
ContractLicense Agreement • June 29th, 2004 • Xenova Group PLC • Biological products, (no disgnostic substances) • New Jersey
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN *.
Exhibit B to Deposit Agreement CERTAIN RIGHTS OF THE OWNER OF THE AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS ADR UNIT UNDER ARTICLES 3, 12 AND 16 OF THIS ADR UNIT MAY BE SUSPENDED OR REVOKED PURSUANT TO THE PROVISIONS OF ARTICLE 22 OF THIS ADR UNIT...Xenova Group PLC • January 5th, 2004 • Biological products, (no disgnostic substances)
CERTAIN RIGHTS OF THE OWNER OF THE AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS ADR UNIT UNDER ARTICLES 3, 12 AND 16 OF THIS ADR UNIT MAY BE SUSPENDED OR REVOKED PURSUANT TO THE PROVISIONS OF ARTICLE 22 OF THIS ADR UNIT No. ___________ AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents one deposited IPO Share)
