Exhibit 99 PURCHASE AGREEMENTPurchase Agreement • January 30th, 2002 • Trimeris Inc • Biological products, (no disgnostic substances) • New York
LICENSE AGREEMENT This License Agreement ("LICENSE AGREEMENT"), effective as of September 9, 1997 ("EFFECTIVE DATE"), is by and between THE NEW YORK BLOOD CENTER, a not-for profit corporation duly organized and existing under the laws of New York and...License Agreement • October 1st, 1997 • Trimeris Inc • Services-commercial physical & biological research • New York
RECITALS:Lease • July 11th, 1997 • Trimeris Inc
AGREEMENT ---------Lease Agreement • March 25th, 2002 • Trimeris Inc • Biological products, (no disgnostic substances)
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 25th, 2011 • Trimeris Inc • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of May , 2011, by and among TRIMERIS, INC., a Delaware corporation (the “Company”) and (the “Indemnitee”).
STOCK PLEDGE AGREEMENT AGREEMENT (the "Agreement") dated as of this ____ day of ________, 199__, by and between ______________ ("Pledgor"), and TRIMERIS, INC., a Delaware corporation (the "Lender"). WHEREAS, Lender has extended a loan to Pledgor in...Stock Pledge Agreement • August 27th, 1997 • Trimeris Inc • Services-commercial physical & biological research • North Carolina
Exhibit No. 99 -------------- PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made as of the 28th day of January, 2000, by and among Trimeris, Inc., a Delaware corporation (the "Company"), and the purchaser whose name and address is...Purchase Agreement • February 4th, 2000 • Trimeris Inc • Services-commercial physical & biological research • New York
Exhibit 10.5 SUBLEASE AGREEMENT THIS SUBLEASE (this "Sublease") dated this 12th day of May, 1999, is entered into by and between Blue Cross and Blue Shield of North Carolina, hereinafter referred to as "Sublandlord," and Trimeris, Inc., hereinafter...Sublease Agreement • August 13th, 1999 • Trimeris Inc • Services-commercial physical & biological research
3,000,000 Shares Synageva BioPharma Corp. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2015 • Synageva Biopharma Corp • Biological products, (no disgnostic substances) • New York
Synageva BioPharma Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 3,000,000 shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 450,000 shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that you, as manager of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
LICENSE AGREEMENT This License Agreement ("LICENSE AGREEMENT"), effective as of September 9, 1997 ("EFFECTIVE DATE"), is by and between THE NEW YORK BLOOD CENTER, a not-for profit corporation duly organized and existing under the laws of New York and...License Agreement • October 3rd, 1997 • Trimeris Inc • Services-commercial physical & biological research • New York
AGREEMENTAgreement • August 27th, 1997 • Trimeris Inc • Services-commercial physical & biological research • North Carolina
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2014 • Synageva Biopharma Corp • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made as of May 1, 2014, by and between Synageva BioPharma Corp., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
ContractSynageva Biopharma Corp • November 14th, 2011 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
STOCK RESTRICTION AGREEMENT AGREEMENT made as of the ___ day of ___________, 199__, between TRIMERIS, INC., a Delaware corporation (the "Company"), and ___________________ (the "Stockholder"). For valuable consideration, receipt of which is...Stock Restriction Agreement • August 27th, 1997 • Trimeris Inc • Services-commercial physical & biological research • North Carolina
UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 1997 • Trimeris Inc • Services-commercial physical & biological research • New York
ContractSynageva Biopharma Corp • November 14th, 2011 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AGREEMENT ---------Financing Agreement • August 13th, 1999 • Trimeris Inc • Services-commercial physical & biological research • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2014 • Synageva Biopharma Corp • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (the “Agreement”) is made and entered into by and between Synageva BioPharma Corp. (the “Company”), a Delaware corporation with its principal place of business at 33 Hayden Ave, Lexington, Massachusetts, and Robert Bazemore of 350 South River Rd, E3, New Hope, PA (the “Executive”), effective as of September 22, 2014 (the “Effective Date”).
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") sets forth the registration rights granted by Trimeris Inc. (the "Company") to the Lender under the Financing Agreement dated as of July 9, 1999 by and...Registration Rights Agreement • August 13th, 1999 • Trimeris Inc • Services-commercial physical & biological research • New York
AGREEMENT AND PLAN OF REORGANIZATION by and among ALEXION PHARMACEUTICALS, INC., PULSAR MERGER SUB INC., GALAXY MERGER SUB LLC, and SYNAGEVA BIOPHARMA CORP. Dated as of May 5, 2015Agreement and Plan of Reorganization • May 6th, 2015 • Synageva Biopharma Corp • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of May 5, 2015, is by and among Synageva Biopharma Corp., a Delaware corporation (the “Company”), Alexion Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Pulsar Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”), and Galaxy Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub 2”, and, together with Purchaser, the “Merger Subs”). Parent, each of the Merger Subs and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into this the 31st day of March, 2000, by and between TRIMERIS, INC., a Delaware corporation (the "Company"), and M. NIXON ELLIS ("Executive"). W I T N E S S E T H: --------------------...Separation and Severance Agreement • May 12th, 2000 • Trimeris Inc • Services-commercial physical & biological research • North Carolina
Synageva BioPharma Corp. LEDGEMONT DEVELOPMENT CENTER LEXINGTON, MACommencement Date Agreement • November 14th, 2011 • Synageva Biopharma Corp • Biological products, (no disgnostic substances)
EXHIBIT 10.2 CHIEF EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into this 21 day of April, 1999, by and between TRIMERIS, INC., a Delaware corporation (the "Company"), and DANI P. BOLOGNESI ("Executive"). W I T N E S S E T H:...Settlement Agreement and Release • May 17th, 1999 • Trimeris Inc • Services-commercial physical & biological research • North Carolina
UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 1999 • Trimeris Inc • Services-commercial physical & biological research • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TRIMERIS, INC., TESLA MERGER SUB, INC. AND SYNAGEVA BIOPHARMA CORP. Dated as of June 13, 2011Agreement and Plan of Merger • June 13th, 2011 • Trimeris Inc • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of June 13, 2011 by and among Trimeris, Inc., a Delaware corporation (“Parent”), Tesla Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Synageva BioPharma Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXHIBIT 10.11 SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 1997 • Trimeris Inc • Delaware
ESCROW AGREEMENTEscrow Agreement • October 19th, 2009 • Trimeris Inc • Biological products, (no disgnostic substances) • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of October, 2009, by and among Arigene Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Parent”), Trimeris, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as the Escrow Agent (in such capacity, the “Escrow Agent”).
AMENDMENT TO THE DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • October 15th, 2004 • Trimeris Inc • Biological products, (no disgnostic substances)
This AMENDMENT TO THE DEVELOPMENT AND LICENSE AGREEMENT (“Amendment”) is executed on this 12th day of July 2004 to be effective the 5th day of January 2004, by and between Trimeris, Inc. (“Trimeris”), and F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc. (collectively, “Roche”).
EXECUTIVE ENGAGEMENT AGREEMENTExecutive Engagement Agreement • August 9th, 2007 • Trimeris Inc • Biological products, (no disgnostic substances) • North Carolina
THIS AGREEMENT is made and entered into this the 2nd day of August, 2007, by and between TRIMERIS, INC., a Delaware corporation (the “Company”), HICKEY & HILL, INC. (“H&H”), and DANIEL RATTO. (“Executive”).
FIRST AMENDMENT TO THE RESEARCH AGREEMENTThe Research Agreement • October 15th, 2004 • Trimeris Inc • Biological products, (no disgnostic substances)
This AMENDMENT TO THE RESEARCH AGREEMENT (“Amendment”) is executed to be effective this 13th day of November 2003, by and between Trimeris, Inc. (“Trimeris”), and F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc. (collectively, “Roche”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENTCollaboration, Development and License Agreement • March 16th, 2007 • Trimeris Inc • Biological products, (no disgnostic substances) • Delaware
This COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”), effective as of this 8th day of June, 2005 (the “Effective Date”), is made by and between Trimeris, Inc., having a principal place of business at 3500 Paramount Parkway, Morrisville, North Carolina 27560, U.S.A. (“Trimeris”), and ChemBridge Research Laboratories, Inc. (together with its Affiliates, “CRL”), having a principal place of business at 16981 Via Tazon, Suite K, San Diego, California 92127, U.S.A.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 19th, 2010 • Trimeris Inc • Biological products, (no disgnostic substances) • North Carolina
THIS AGREEMENT is made and entered into this the 18th day of November, 2010, by and between TRIMERIS, INC., a Delaware corporation (the “Company”), and JAMES R. THOMAS (“Executive”).
SETTLEMENT AGREEMENT AND RELEASE OF CLAIMSSettlement Agreement and Release of Claims • December 22nd, 2010 • Trimeris Inc • Biological products, (no disgnostic substances) • North Carolina
This Settlement Agreement and Release of Claims (the “Agreement”) is entered into by and between Michael A. Alrutz (the “Executive”) and Trimeris, Inc. (the “Company”). Collectively, the Executive and the Company are hereinafter referred to as the “Parties.”
FORM OF VOTING AGREEMENTForm of Voting Agreement • June 13th, 2011 • Trimeris Inc • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (this “Agreement”) dated June 13, 2011, is entered into among Synageva BioPharma Corp., a Delaware corporation (“Synageva”), and each of the stockholders listed on Schedule I to this Agreement (each a “Stockholder” and collectively, the “Stockholders”).
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2005 • Trimeris Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT is made and entered into this the 9th day of August, 2005, by and between TRIMERIS, INC., a Delaware corporation (the “Company”), and DANI P. BOLOGNESI (“Executive”).
