INDEMNITY AGREEMENTIndemnity Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between XENCOR, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 27, 2010 (the “Effective Date”) by and between XENCOR, INC., a Delaware corporation with its principal offices at 111 West Lemon Avenue, Monrovia, CA 91016 (“Xencor”), and MORPHOSYS AG, a German corporation with its principal offices at Lena-Christ-Strasse 48, 82152 Martinsried/Planegg, Germany (“MorphoSys”).
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • Ohio
This Development and Manufacturing Services Agreement (“Agreement”) is made as of this 15th day of September, 2005 (“Effective Date”), by and between Xencor, Inc., a Delaware corporation, with a place of business at 111 West Lemon Avenue, Monrovia, CA 91016 (hereinafter “Xencor”) and Cardinal Health PTS, LLC, a Delaware limited liability company, by and through its Gala Biotech business unit with a place of business at 8137 Forsythia Street, Middleton, Wisconsin 53562 (hereinafter “Cardinal Health”).
CLINICAL SUPPLY AGREEMENTClinical Supply Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
THIS CLINICAL SUPPLY AGREEMENT (this “Agreement”) is entered into and effective this 1st day of October, 2012 (“Effective Date”), by and between Cook Pharmica LLC (“COOK”), an Indiana limited liability company with offices at 1300 South Patterson Drive, Bloomington, Indiana 47403 and Xencor, Inc. (“CLIENT”), a Delaware corporation, with offices at 111 West Lemon Avenue, Second Floor, Monrovia, CA, 91016. In this Agreement, COOK and CLIENT each may be referred to individually as a “Party” and together as “Parties.”
OPTION AND LICENSE AGREEMENTOption and License Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations
This OPTION AND LICENSE AGREEMENT (this “Agreement”), effective as of January 28, 2013 (the “Effective Date”), is made by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (“Alexion”), having a principal place of business at 352 Knotter Drive, Cheshire, Connecticut 06410, and Xencor, Inc., a Delaware corporation (“Xencor”), having a principal place of business at 111 West Lemon Avenue, Monrovia, California 91016. Alexion and Xencor may each be referred to herein, individually, as a “Party” or, collectively, as the “Parties.”
GPEx®-DERIVED CELL LINE SALE AGREEMENT by and between Catalent Pharma Solutions LLC and Xencor, Inc.Sale Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
THIS GPEx®-Derived Cell Line Sale Agreement (this “Agreement”) is made and is effective this day of December, 2011, (“Effective Date”) by and between Catalent Pharma Solutions LLC, a Delaware Limited Liability company, having a place of business at 8137 Forsythia Street, Middleton, Wisconsin 53562 USA (“Catalent”), and Xencor, Inc., a Delaware corporation, having a place of business at 111 West Lemon Avenue, Monrovia, California 91016 USA (“Xencor”).
COLLABORATION AGREEMENTCollaboration Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • New York
COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
THIS COLLABORATION AND OPTION AGREEMENT (“Agreement”) dated as of December 22, 2010 (“Effective Date”), is entered into between XENCOR, INC., a Delaware corporation having its principal place of business at 111 West Lemon Avenue, Monrovia, CA 91016 (“Xencor”) and AMGEN INC., a Delaware corporation, having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”). Amgen and Xencor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the definitions set forth in Article 1.
XENCOR, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 26, 2013, by and among XENCOR, INC., a Delaware corporation (the “Company”), and the investors listed on EXHIBIT A hereto (referred to herein individually as an “Investor” and collectively as the “Investors”) and amends and restates in its entirety that certain Second Amended and Restated Investor Rights Agreement, dated October 12, 2007, by and among the Company and the Investors (as amended, the “Prior Agreement”).
January 12, 2010 Edgardo Baracchini, Ph.D., M.B.A. Dear Ed:Xencor Inc • October 11th, 2013 • Pharmaceutical preparations • California
We are pleased to extend to you an offer to join Xencor, Inc. (the “Company”) as our Chief Business Officer. The following terms apply and will constitute your employment agreement with the Company (the “Agreement”).
AMENDED CONSULTING AGREEMENTConsulting Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
THIS AGREEMENT is made by XENCOR, INC., having an address at 111 West Lemon Avenue, Monrovia, CA 91016 (“XENCOR”) and DEVELOPMENT AND STRATEGIC CONSULTING ASSOCIATES, LLC, having an address at (“Consultant”), effective this 1st day of January, 2011 (the “Effective Date”) for the purpose of setting forth the exclusive terms and conditions by which XENCOR will acquire Consultant’s services on a temporary basis. This Agreement amends and supercedes the previous Agreement between the parties dated January 1, 2010.
XENCOR, INC. THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for Dr. Bassil DahiyatEmployment Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This Third Amended and Restated Executive Employment Agreement (“Agreement”) is entered into by and between Dr. Bassil Dahiyat (“Executive”) and Xencor, Inc., a Delaware corporation (the “Company”) as of the Effective Date set forth in Section 1.1 below. As of the Effective Date, this Agreement shall replace and supersede that certain Second Amended and Restated Executive Employment Agreement between Executive and the Company entered into as of January 1, 2007.
XENCOR, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of September 5, 2013 (the “Effective Date”), by and between JOHN KUCH (the “Executive”) and XENCOR, INC., a Delaware corporation (the “Company”). As of the Effective Date, this Agreement replaces and supersedes that certain Change in Control Agreement between the Company and the Executive effective as of October 1, 2010 (the “Prior Agreement”).
XENCOR SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for Dr. Bassil DahiyatExecutive Employment Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This Second Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of January 1, 2007, by and between Dr. Bassil Dahiyat (“Executive”) and Xencor, a California corporation (the “Company”). This Agreement shall replace and supersede that certain Amended and Restated Executive Employment Agreement between Executive and the Company entered into as of June 4, 2004.
August 12, 2013 Paul Foster Dear Dr. Foster,Xencor Inc • October 11th, 2013 • Pharmaceutical preparations
Congratulations! I am pleased to confirm our offer, and your agreement to increase your part-time Chief Medical Officer at Xencor time commitment to 90%. We understand that you have professional engagements providing clinical strategy and development services with other parties and we agree that you will not engage with any additional parties to provide such services during your employment with Xencor without disclosing such services to Xencor and limiting the aggregate of such services to 10% time commitment. The specifics of this offer match your previous offer:
September 5, 2013 Edgardo Baracchini, Ph.D., M.B.A. Dear Ed:Letter Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) sets forth the terms of your continued employment with Xencor, Inc. (the “Company”) as the Company’s Chief Business Officer. This Agreement will become effective as of the date of your execution below (the “Effective Date”). As of the Effective Date, this Agreement replaces and supersedes in its entirety the letter agreement between you and the Company dated January 12, 2010 (the “Prior Agreement”).
XENCOR, INC. AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is entered into effective as of September 5, 2013 (the “Effective Date”), by and between JOHN R. DESJARLAIS (the “Executive”) and XENCOR, INC., a Delaware corporation (the “Company”). As of the Effective Date, this Agreement replaces and supersedes that certain Severance Agreement between the Company and the Executive effective as of May 21, 2009 (the “Prior Agreement”).
Monrovia, CA 91016Letter Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations
OFFICE BUILDING LEASE BETWEEN BF MONROVIA, LLC (LESSOR) XENCOR, INC. (LESSEE) 111 West Lemon Ave., Monrovia, CaliforniaStandard Office Lease • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This STANDARD OFFICE LEASE (“Lease”), dated, for reference purposes only, April , 2000 is made by and between BF MONROVIA, LLC (“Lessor”) and XENCOR, INC. (“Lessee”).
CROSS-LICENSE AGREEMENTCross-License Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
This CROSS-LICENSE AGREEMENT (this “Agreement”) is made as of December 19, 2012 (the “Effective Date”) by and between MEDIMMUNE, LLC a limited liability company organized under the laws of Delaware, U.S.A., having a principal place of business at One MedImmune Way, Gaithersburg, MD 20878 (“MedImmune”), and XENCOR, INC., a corporation organized under the laws of the state of Delaware, U.S.A, having a principal place of business at 111 West Lemon Avenue, Monrovia, California 91016, U.S.A. (“Xencor”).
