ASSET CONTRIBUTION AGREEMENT by and between Maxygen, Inc., a Delaware Corporation and CPC, a Limited Liability Company Dated as of [ ], 2009Asset Contribution Agreement • July 1st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This Asset Contribution Agreement (this “Agreement”) is made and entered into as of this [ ] day of [ ], 2009, by and between Maxygen, Inc., a Delaware corporation, having its principal offices at 515 Galveston Drive, Redwood City, CA 94063 (together with its Affiliates, “Contributor”), and CPC, a Delaware limited liability company, having its principal offices at 515 Galveston Drive, Redwood City, CA 94063 (“Company”). Contributor and Company are collectively referred to herein as the “Parties.”
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • July 1st, 2009 • Maxygen Inc • Services-commercial physical & biological research • New York
This Technology License Agreement (this “Agreement”) is entered into as of the th day of , 2009 (“Effective Date”) by and between Maxygen, Inc., a Delaware corporation with its principal place of business at 515 Galveston Drive, Redwood City, California 94063 (“Maxygen”), and CPC, a Delaware limited liability company with its principal place of business at 515 Galveston Drive, Redwood City, California 94063 (“CPC”). Maxygen and CPC are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
MASTER JOINT VENTURE AGREEMENT by and between Maxygen, Inc., a Delaware Corporation, Astellas Phama Inc., a Japanese Corporation, and Astellas Bio Inc., a Delaware Corporation Dated as of June 30, 2009Master Joint Venture Agreement • July 1st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This Master Joint Venture Agreement (this “Agreement”) is made and entered into as of this 30th day of June, 2009 by and between Maxygen, Inc. a Delaware corporation, having its principal offices at 515 Galveston Drive Redwood City, CA 94063 (together with its Affiliates, “Maxygen”), Astellas Pharma Inc., a Japanese corporation, having its principal offices at 2-3-11, Nihonbashi-Honcho, Chuo-ku, Tokyo 103-8411, Japan (“Astellas”) and Astellas Bio Inc., a Delaware corporation, having its principal offices at Three Parkway North Deerfield, IL 60015-2548 (“Bio”). Maxygen, Astellas and Bio are together referred to herein as the “Parties.”
MAXYGEN, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • July 1st, 2009 • Maxygen Inc • Services-commercial physical & biological research • California
This CHANGE OF CONTROL AGREEMENT (the “Agreement”), originally made by and between MAXYGEN, INC., a Delaware corporation (the “Company”), and [ ] (the “Executive”) on [ ], as amended and restated May 7, 2008 and December , 2008 (the “Prior Agreement”), is hereby amended and restated in its entirety as set forth below.
