INDEMNIFICATION AGREEMENTIndemnification Agreement • August 7th, 2009 • Combinatorx, Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 2008 by and between Neuromed Pharmaceuticals Inc., a Delaware corporation (the “Company”), and the director or officer of the Company identified on the signature page hereto (the “Indemnitee”).
DEVELOPMENT AND TRANSITION SERVICES AGREEMENTDevelopment and Transition Services Agreement • August 7th, 2009 • Combinatorx, Inc • Pharmaceutical preparations • New York
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 promulgated under the Securities Act of 1933, as amended; [*] denotes omissions.
ASSET PURCHASE AGREEMENT BETWEEN NEUROMED DEVELOPMENT INC. AND MALLINCKRODT INC. Dated as of June 11, 2009Asset Purchase Agreement • August 7th, 2009 • Combinatorx, Inc • Pharmaceutical preparations • New York
This Asset Purchase Agreement (the “Agreement”) is made as of June 11, 2009 between Neuromed Development Inc., a corporation organized under the laws of Barbados (“Seller”) and Mallinckrodt Inc., a Delaware corporation and an indirect subsidiary of Covidien Ltd. (“Purchaser”). Purchaser and Seller may each be referred to herein as a “Party” and collectively as the “Parties.”
Schedule “B”Combinatorx, Inc • August 7th, 2009 • Pharmaceutical preparations • Pennsylvania
WARRANTWarrant • August 7th, 2009 • Combinatorx, Inc • Pharmaceutical preparations • British Columbia
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2009 • Combinatorx, Inc • Pharmaceutical preparations • British Columbia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) effective as of 1st day of July 2007, is entered into by and between Neuromed Pharmaceuticals Ltd., a company incorporated under the laws of British Columbia (together with its subsidiaries, the “Company” or “Neuromed”), and Dr. Terrance Snutch (“Dr. Snutch”), an individual residing in British Columbia (the “Executive”).
October 5, 2007 Christopher C. Gallen, MD, PhD TELEPHONE: 484.533.6900 Email: cgallen@neuromed.comEmployment Agreement • August 7th, 2009 • Combinatorx, Inc • Pharmaceutical preparations • Pennsylvania
Assignment of Inventions, Work Practises and Confidentiality AgreementPractises and Confidentiality Agreement • August 7th, 2009 • Combinatorx, Inc • Pharmaceutical preparations • British Columbia
You and NeuroMed Technologies Inc. (“NeuroMed”) entered into an agreement (the “First Agreement”) on March 2, 1998 to record the terms and conditions pursuant to which you, as an employee of NeuroMed would receive from NeuroMed proprietary information and pursuant to which you agreed to keep the information confidential and to protect it from disclosure.
Schedule “A”Combinatorx, Inc • August 7th, 2009 • Pharmaceutical preparations • Pennsylvania
Christopher C. Gallen, MD, PhD Wynnewood, PA 19096 Dear Dr. Gallen:Combinatorx, Inc • August 7th, 2009 • Pharmaceutical preparations • British Columbia
The purpose of this letter is to describe and record the Agreement between you and Neuromed Technologies Inc. (“Neuromed”) concerning the terms on which you, as an employee of Neuromed Technologies Inc., will protect and keep confidential certain information received during your employment with Neuromed and pursuant to which you agree to assign certain proprietary developments to Neuromed.
INDEMNITY AGREEMENTIndemnity Agreement • August 7th, 2009 • Combinatorx, Inc • Pharmaceutical preparations • British Columbia
NOW THEREFORE in consideration of the Indemnified Party acting as a director and/or officer of the Company and/or of an Affiliate Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
