Trimeris Inc Sample Contracts

Exhibit 99 PURCHASE AGREEMENT
Purchase Agreement • January 30th, 2002 • Trimeris Inc • Biological products, (no disgnostic substances) • New York
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RECITALS:
Lease • July 11th, 1997 • Trimeris Inc
AGREEMENT ---------
Lease Agreement • March 25th, 2002 • Trimeris Inc • Biological products, (no disgnostic substances)
INDEMNIFICATION AGREEMENT
Indemnification 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”).

3,000,000 Shares Synageva BioPharma Corp. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT
Underwriting 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.”

AGREEMENT
Agreement • August 27th, 1997 • Trimeris Inc • Services-commercial physical & biological research • North Carolina
REGISTRATION RIGHTS AGREEMENT
Registration 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.

Contract
Synageva 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.

UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 1997 • Trimeris Inc • Services-commercial physical & biological research • New York
Contract
Synageva 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 AGREEMENT
Employment 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”).

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, 2015
Agreement 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”.

Synageva BioPharma Corp. LEDGEMONT DEVELOPMENT CENTER LEXINGTON, MA
Commencement Date Agreement • November 14th, 2011 • Synageva Biopharma Corp • Biological products, (no disgnostic substances)
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RECITALS:
Trimeris Inc • March 25th, 2002 • Biological products, (no disgnostic substances)
UNDERWRITING AGREEMENT
Underwriting Agreement • May 21st, 1999 • Trimeris Inc • Services-commercial physical & biological research • New York
EXECUTIVE ENGAGEMENT AGREEMENT
Executive 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”).

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, 2011
Agreement 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 AGREEMENT
Registration Rights Agreement • July 11th, 1997 • Trimeris Inc • Delaware
ESCROW AGREEMENT
Escrow 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 AGREEMENT
Development 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”).

FIRST AMENDMENT TO THE RESEARCH AGREEMENT
The 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”).

BIOPROCESSING SERVICES AGREEMENT
Bioprocessing Services Agreement • May 7th, 2013 • Synageva Biopharma Corp • Biological products, (no disgnostic substances) • Delaware

This Bioprocessing Services Agreement dated January 22, 2013 (this “Agreement”) between Synageva BioPharma Corp., a Delaware corporation (“Sponsor”) having its principal place of business at 128 Spring Street, Suite 520, Lexington, Massachusetts 02421 and FUJIFILM Diosynth Biotechnologies U.S.A., Inc., a Delaware corporation (“Diosynth”), having its principal place of business at 101 J. Morris Commons Lane, Morrisville, NC 27560, (each a “Party”, collectively, the “Parties”).

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT
Collaboration, 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 AGREEMENT
Executive 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”).

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