0000950123-12-013960 Sample Contracts

License and Collaboration Agreement by and between Portola Pharmaceuticals, Inc. and Biogen Idec MA Inc.
License and Collaboration Agreement • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • New York

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

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SEVERANCE BENEFITS AGREEMENT
Change in Control • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • California

This EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is amended and restated as of [date] (the “Effective Date”), between [EXECUTIVE] (“Executive”) and PORTOLA PHARMACEUTICALS, INC. (the “Company”). This Agreement is intended to provide Executive with certain compensation and benefits in the event that Executive is subject to certain qualifying terminations of employment in connection with a Change in Control. Certain capitalized terms used in this Agreement are defined in Article 5.

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FIRST AMENDMENT TO LEASE
Lease • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations

This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the day of May, 2010, by and between BRITANNIA POINTE GRAND LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and PORTOLA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).

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LEASE
Lease • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS LEASE (“Lease”) is made and entered into as of December 15, 2006 (the “Lease Commencement Date”), by and between BRITANNIA POINTE GRAND LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and PORTOLA PHARMACEUTICALS, INC, a Delaware corporation (“Tenant”).

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Clinical Collaboration Agreement by and among Portola Pharmaceuticals, Inc., Bristol-Myers Squibb Company, and Pfizer Inc.
Clinical Collaboration Agreement • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • New York

This CLINICAL COLLABORATION AGREEMENT (the “Agreement”) is entered into and made effective as of October 16, 2012 (the “Effective Date”), by and among Portola Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 270 East Grand Avenue, Suite 22, South San Francisco, CA 94080, USA (“Portola”), Bristol-Myers Squibb Company, a corporation organized and existing under the laws of Delaware, having its principal place of business at 345 Park Avenue, New York, NY 10154 (“BMS”), and Pfizer Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 235 East 42nd Street, New York, New York 1017 (“Pfizer”). Each of Portola, BMS and Pfizer are referred to individually as a “Party” and collectively as the “Parties.”

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PORTOLA PHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT November 18, 2011
Investor Rights Agreement • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 18th day of November, 2011, by and among PORTOLA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

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ASSET PURCHASE AGREEMENT between: MILLENNIUM PHARMACEUTICALS, INC., a Delaware corporation; and PORTOLA PHARMACEUTICALS, INC., a Delaware corporation Dated as of November 7, 2003
Asset Purchase Agreement • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS LEASE (“Lease”) is made and entered into as of July I, 2001, by and between BRITANNIA POINTE GRAND LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and COR THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

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SECOND AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • New York

This SECOND AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”) is executed as of 20th day of December, 2010 (the “Effective Date”) by and between PORTOLA PHARMACEUTICALS, INC., having its principal place of business at 270 East Grand Avenue, Suite 22, South San Francisco, CA, 94080, United States (hereinafter referred to as “Portola”) and ASTELLAS PHARMA INC., having its principal place of business at 3-11, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411, Japan (hereinafter referred to as “Astellas”). References to either party in this Agreement shall be deemed to include all Affiliates (hereinafter defined) of such party.

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= Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. December 6, 2005 Vice...
Letter Agreement • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This letter agreement (the “Letter Agreement”) sets forth our amendment to the provisions of the Asset Purchase Agreement and the License Agreement relating to certain rights granted to MLNM with respect to products developed by Portola under each such agreement, and our agreement to terminate the System Agreement and enter into a new agreement in consideration of cash payments to be made and equity to be issued by Portola pursuant to this Letter Agreement. Capitalized terms not defined in this Letter Agreement shall have the meaning provided in the relevant Agreement. The Letter Date shall be the date this Letter Agreement is countersigned by you.

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LICENSE AGREEMENT
License Agreement • December 21st, 2012 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS LICENSE AGREEMENT (the “Agreement”) is made effective as of July 30, 2004 (the “Effective Date”) by and between MILLENNIUM PHARMACEUTICALS, INC., a Delaware corporation having its principal place of business at 40 Landsdowne Street, Cambridge, MA 02139 (“Millennium”), and PORTOLA PHARMACEUTICALS, INC., a Delaware corporation having its principal place of business at 270 East Grand Avenue, Suite 22, South San Francisco, CA 94080 (“Portola”). Millennium and Portola are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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