AmpliPhi Biosciences Corp Sample Contracts

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EXHIBIT 10.17 TO
Option Agreement • March 23rd, 2000 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • North Carolina
1 EXHIBIT 2.1 RIGHTS AGREEMENT DATED AS OF OCTOBER 17, 1996
Rights Agreement • October 22nd, 1996 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • Washington
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 25th, 2007 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 22, 2007, between (i) Targeted Genetics Corporation, a Washington corporation (the “Company”) (ii) each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 6(p) hereof.

AND
License Agreement • August 4th, 1999 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • New York
REPRESENTATIONS
Lease Agreement • March 17th, 1997 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • Washington
RECITALS
Indemnification Agreement • March 23rd, 2000 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • Washington
BETWEEN
Master Agreement • January 6th, 1999 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • New York
BY AND AMONG
Agreement and Plan of Merger • July 30th, 2004 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • Washington
6. Conditions of the Company's Obligations at Closing.......................... 10 6.1 Representations and Warranties........................................ 10 -i-
Common Stock Purchase Agreement • January 6th, 1999 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AMPLIPHI BIOSCIENCES CORPORATION
AmpliPhi Biosciences Corp • October 9th, 2018 • Biological products, (no disgnostic substances) • New York

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ISSUE DATE] (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the aggregate exercise price, as described in Section 2(b).

RECITALS
Rights Agreement • October 1st, 2003 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances)
COMMON STOCK PURCHASE WARRANT AMPLIPHI BIOSCIENCES CORPORATION
AmpliPhi Biosciences Corp • November 10th, 2016 • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

OFFICE LEASE
Office Lease • March 17th, 1997 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances)
Contract
Targeted Genetics Corp /Wa/ • June 25th, 2007 • Biological products, (no disgnostic substances)

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 1st, 2016 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2016, between AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EXHIBIT 10.34 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 21st, 2002 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.23 To
License Agreement • March 31st, 1998 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • California
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 22nd, 2018 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2018, between AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

COMMON STOCK PURCHASE WARRANT AMPLIPHI BIOSCIENCES CORPORATION
AmpliPhi Biosciences Corp • June 1st, 2016 • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ampliphi Biosciences Corporation, a Washington corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

EXHIBIT 4.1 TARGETED GENETICS CORPORATION INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 28th, 1998 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • Washington
AmpliPhi Biosciences Corporation and _____________, As Warrant Agent Form Of Common Stock Warrant Agreement Dated As Of __________
Common Stock Warrant Agreement • April 28th, 2016 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • New York

This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between AmpliPhi Biosciences Corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

EXHIBIT 1.5 TARGETED GENETICS CORPORATION CREDIT AGREEMENT
Credit Agreement • January 6th, 1999 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.5 TO FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999
Patent License Agreement • March 23rd, 2000 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances)
EXHIBIT 10.11 To
Exclusive License Agreement • March 31st, 1998 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • Ohio
] Shares of Common Stock Pre-Funded Warrants to Purchase [ ] Shares of Common Stock and Warrants to Purchase [ ] Shares of Common Stock AMPLIPHI BIOSCIENCES CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • May 1st, 2017 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • New York

AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to H.C. Wainwright & Co., LLC, as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter”), (i) an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) and (ii) warrants (the “Firm Warrants” and collectively with the Firm Shares, the “Firm Securities”)) to purchase up to an aggregate of [ ] shares of Common Stock (the “Warrant Shares”). In addition, the Company proposes, subject to the terms and conditions stated herein, to issue and sell to the Representative (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of [ ] shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrant Shares”) and (ii) Warrants to purchase up to a

INDEMNITY AGREEMENT
Indemnity Agreement • January 19th, 2016 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • California

This Indemnity Agreement (this “Agreement”) dated as of ___________ _____, 20__, is made by and between AmpliPhi Biosciences Corporation (the “Company”), and _________________ (“Indemnitee”).

COMMON STOCK PURCHASE WARRANT AMPLIPHI BIOSCIENCES CORPORATION
AmpliPhi Biosciences Corp • November 17th, 2016 • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Funding Agreement
Funding Agreement • August 4th, 1999 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 19th, 2015 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2015, by and among AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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