TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • New York
This Technology License Agreement (this “Agreement”) is entered into as of the 18th day of September, 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 Perseid Therapeutics LLC, 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.”
ASSET CONTRIBUTION AGREEMENT by and between Maxygen, Inc., a Delaware Corporation and Perseid Therapeutics LLC, a Limited Liability Company Dated as of September 18, 2009Asset Contribution Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This Asset Contribution Agreement (this “Agreement”) is made and entered into as of this 18th day of September, 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 Perseid Therapeutics LLC, 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.”
LIMITED LIABILITY COMPANY AGREEMENT OF PERSEID THERAPEUTICS LLCLimited Liability Company Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Perseid Therapeutics LLC, a Delaware limited liability company (the “Company”), is dated as of September 18, 2009, by and between Maxygen, Inc., a Delaware corporation (“Maxygen”) and Astellas Bio Inc., a Delaware corporation (“Bio”).
PERSEID THERAPEUTICS LLC INVESTORS’ RIGHTS AGREEMENT September 18, 2009Investors’ Rights Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This Investors’ Rights Agreement (this “Agreement”) is dated as of September 18, 2009, and is between Perseid Therapeutics LLC, a Delaware limited liability company (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”). Astellas Pharma Inc. (“Astellas”), for purposes of Sections 5.1(h) and 5.1(i) only, and Astellas US Holding, Inc. (“Astellas US”), for the purposes of Section 5.1(g) only, shall also be parties herein. All capitalized terms used and not defined herein shall have such meanings as set forth in the Master Joint Venture Agreement by and between Maxygen, Inc. (“Maxygen”), Astellas, and Astellas Bio Inc. (“Bio”) dated as of June 30, 2009 (the “Joint Venture Agreement”).
PERSEID THERAPEUTICS LLC VOTING AGREEMENT September 18, 2009Voting Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This Voting Agreement (this “Agreement”) is made as of September 18, 2009 by and among Perseid Therapeutics LLC, a Delaware limited liability company (the “Company”), Maxygen, Inc., a Delaware corporation (“Maxygen”), and Astellas Bio Inc., a Delaware corporation (“Bio”) (each of Bio and Maxygen an “Investor,” and collectively the “Investors”), and the persons and entities listed on Exhibit A, as amended from time to time (each a “Common Unitholder,” and collectively the “Common Unitholders”). The Investors and the Common Unitholders are also referred to herein collectively as the “Voting Parties.” All capitalized terms used and not defined herein shall have such meanings as set forth in the Master Joint Venture Agreement by and among Maxygen, Astellas Pharma Inc., and Bio dated as of June 30, 2009 (the “Joint Venture Agreement”).
Page SECTION 1 DEFINITIONS 1 1.1 Certain Definitions 1 SECTION 2 RESTRICTIONS ON TRANSFER 3 2.1 General 3 2.2 Notice of Proposed Transfer 3 SECTION 3 RIGHT OF CO-SALE 3 3.1 Exercise by the Remaining Investor 3 3.2 Closing; Consummation of the Co-Sale...Co-Sale Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
This Co-Sale Agreement (this “Agreement”) is dated as of September 18, 2009, and is between Perseid Therapeutics LLC, a Delaware limited liability company (the “Company”), Maxygen, Inc., a Delaware corporation (“Maxygen”), and Astellas Bio Inc., a Delaware corporation (“Bio”) (each of Bio and Maxygen an “Investor,” and collectively, the “Investors”). All capitalized terms used and not defined herein shall have such meanings as set forth in the Master Joint Venture Agreement by and between Maxygen, Astellas Pharma Inc. and Bio dated as of June 30, 2009 (the “Master Joint Venture Agreement”).
SERIES A AND SERIES B PREFERRED UNIT PURCHASE AGREEMENT by and among Maxygen, Inc., a Delaware Corporation Astellas Bio Inc., a Delaware Corporation and Perseid Therapeutics LLC, a Delaware Limited Liability Company Dated as of September 18, 2009Preferred Unit Purchase Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware
THIS SERIES A AND SERIES B PREFERRED UNIT PURCHASE AGREEMENT is made as of the 18 day of September, 2009 by and among Perseid Therapeutics LLC, a Delaware limited liability company (the “Company”), on the one hand, and Maxygen, Inc., a Delaware corporation (“Maxygen”), and Astellas Bio Inc., a Delaware corporation (“Bio,” and together with Maxygen, the “Purchasers”), on the other hand. All capitalized terms used and not defined herein shall have such meanings as set forth in the Master Joint Venture Agreement among Maxygen, Bio, and Astellas Pharma Inc., a Japanese corporation, dated as of June 30, 2009 (the “Joint Venture Agreement”).
