COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 6th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • England
This Agreement is dated May 2, 2001 by and among Biomira Inc., a Canadian corporation (the “Corporation”), Biomira International Inc., a Barbados corporation (“Biomira International”) (the Corporation and Biomira International are collectively referred to herein as “Biomira”) and Merck KGaA (“Merck”), a German corporation.
ONCOTHYREON INC. AMENDMENT NO. 2 TO THE PROMISSORY NOTE ISSUED NOVEMBER 8, 2006General Security Agreement • May 6th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • Washington
This Amendment No. 2 (the “Amendment”) to the Promissory Note issued November 6, 2006 (the “Note”), as amended by the Note Amendment Agreement dated April 20, 2008 (the “Prior Amendment”) is made as of this 30th day of November 2009, by and between Oncothyreon Inc., formerly known as Biomira Inc., (the “Company”) and Linda Pestano (“Debtor”). Each of the Company and Debtor shall be referred to as a “Party” or, collectively, as the “Parties.” All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Note.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 6th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • Washington
This Amendment No. 1 (the “Amendment”) to that certain Agreement and Plan of Reorganization, dated as of October 30, 2006 (the “Agreement”), by and among Biomira Inc. a Canadian corporation (“Parent”), Biomira Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, ProlX Pharmaceuticals Corporation, a Delaware corporation (“ProlX”), D. Lynn Kirkpatrick and Garth Powis, and Garth Powis as Stockholder Representative (the “Stockholder Representative”), is entered into as of November 7, 2007. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
Re: Supply agreement (the “Supply Agreement”) dated the 3rd day of May, 2001 between Biomira International Inc. (“Biomira”) and Merck KGaA (“Merck”) and Collaboration agreement (the “Collaboration Agreement”) dated the 3rd day of May, 2001 between...Supply Agreement • May 6th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • England
We note that pursuant to the Agreements, each of Biomira and Merck has agreed that if applicable laws or regulations require that taxes be withheld on any payments received by either party from the other party under the Agreements, that the party withholding the taxes (the “Withholding Party”) will deduct those taxes (the “Withheld Amount”) from the amount of such payment due to the receiving party. We also note that pursuant to the Agreements, both parties have agreed to cooperate to reduce the amount of any such Withheld Amount and obtain the benefit of any tax treaty with appropriate withholding exemption waivers with respect to the Withheld Amount. For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Biomira agrees to indemnify Merck and Merck agrees to indemnify Biomira with respect to certain reassessments of the Withheld Amount as further described below. With respect only to the Agreements:
