Executive Employment AgreementExecutive Employment Agreement • August 8th, 2016 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts
ARIAD Pharmaceuticals, Inc. (the “Company”) a Delaware corporation, and Jayne M. Gansler (the “Employee”) enter into the following Executive Employment Agreement as of the 1st day of June, 2016 (hereafter, the “Agreement”).
SHARE PURCHASE AGREEMENT by and among INCYTE EUROPE S.à r.l., ARIAD PHARMACEUTICALS (CAYMAN) L.P., ARIAD PHARMACEUTICALS, INC. (AS GUARANTOR), and INCYTE CORPORATION (AS GUARANTOR) May 9, 2016Share Purchase Agreement • August 8th, 2016 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This Share Purchase Agreement (the “Agreement”) is made as of May 9, 2016, by and among Incyte Europe S.à r.l., an entity formed under the laws of Switzerland (the “Purchaser”), ARIAD Pharmaceuticals (Cayman) L.P., an Exempted Limited Partnership registered in the Cayman Islands, acting by its general partner, ARIAD Pharmaceuticals (Cayman) Inc., an Exempted Company incorporated in the Cayman Islands with limited liability (the “Seller”), ARIAD Pharmaceuticals, Inc., a Delaware corporation (“ARIAD US”), solely in its capacity as guarantor under Section 13.17(a) hereof, and Incyte Corporation, a Delaware corporation (“Incyte US”), for the purposes of Section 11.4 and in its capacity as guarantor under Section 13.17(b).
AMENDED AND RESTATED BUY-IN LICENSE AGREEMENT betweenLicense Agreement • August 8th, 2016 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED BUY-IN LICENSE AGREEMENT (“Agreement”) dated as of June 1, 2016 (the “Effective Date”), between ARIAD Pharmaceuticals, Inc., (“ARIAD US”), a Delaware corporation and ARIAD Pharmaceuticals (Europe) Sarl, (“ARIAD SWISSCO”), a Swiss limited liability company registered in Lausanne (together, the “Parties” and, individually, each a “Party”) and Incyte Corporation, a Delaware corporation (“Incyte Corporation”) solely in its capacity as guarantor under Section 30.19. This Agreement only comes into effect on the Effective Date (as defined below) and shall be of no force or effect if there is no Closing (as defined below).
ARIAD PHARMACEUTICALS, INC. 2014 LONG-TERM INCENTIVE PLAN FORM OF OPTION AGREEMENTOption Agreement • August 8th, 2016 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This Option Agreement certifies that, pursuant to the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (the “2014 Plan”), the Board of Directors of ARIAD Pharmaceuticals, Inc. (the “Company”) has granted an option (the “Option”) to purchase shares of the Company’s common stock, $.001 par value per share (“Shares”), as follows:
AMENDMENT NO. 1 TO RIAAAriad Pharmaceuticals Inc • August 8th, 2016 • Biological products, (no disgnostic substances) • New York
This AMENDMENT NO. 1 TO RIAA (this “Amendment”) is made and entered into as of May 9, 2016 by and between ARIAD Pharmaceuticals, Inc., a Delaware corporation (“ARIAD” or the “Company”), and PDL BioPharma, Inc., a Delaware corporation (“Purchaser”), each party to that certain Revenue Interest Assignment Agreement, dated as of July 28, 2015 (as amended, restated, amended and restated, modified and/or supplemented from time to time, the “RIAA”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the RIAA.
PARTIAL RELEASE OF SECURITY INTERESTRelease of Security Interest • August 8th, 2016 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
THIS PARTIAL RELEASE OF SECURITY INTEREST (this “Release”), dated as of May 9, 2016 is made by PDL BIOPHARMA, INC., a Delaware corporation (the “Purchaser”) party to that certain Revenue Interest Assignment Agreement, dated as of July 28, 2015 by and between ARIAD PHARMACEUTICALS, INC., a Delaware corporation, (the “Company”) (as amended by that certain Amendment No. 1 to Assignment Agreement, dated May 9, 2016 and as may be further amended, restated, amended and restated, modified and/or otherwise supplemented from time to time the “RIAA”).
ARIAD PHARMACEUTICALS, INC. 2014 LONG-TERM INCENTIVE PLAN FORM OF PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • August 8th, 2016 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This Performance Share Agreement certifies that, pursuant to the ARIAD Pharmaceuticals, Inc. 2014 Long Term Incentive Plan (the “2014 Plan”), the Compensation Committee of the Board of Directors of ARIAD Pharmaceuticals, Inc. (the “Company”) has granted the Participant the right to receive shares of common stock, $.001 par value per share (“Common Stock”), of the Company (the “Grant”), issuable as soon as administratively feasible following achievement of the performance milestone set forth below (including, if required by the resolutions of the Compensation Committee authorizing the Grant, following certification of such achievement by the Compensation Committee), and in such amount of shares and subject to any additional vesting provisions set forth below:
ARIAD PHARMACEUTICALS, INC. 2014 LONG-TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 8th, 2016 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This Restricted Stock Unit Agreement certifies that, pursuant to the ARIAD Pharmaceuticals, Inc. 2014 Long Term Incentive Plan (the “2014 Plan”), the Board of Directors of ARIAD Pharmaceuticals, Inc. (the “Company”) has granted the right to receive shares of common stock, $.001 par value per share (“Common Stock”), of the Company (the “Grant”), payable as soon as administratively feasible following each of the following vesting dates, provided the Participant is then employed by the Company or an Affiliate:
