ALLOZYNE, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • California
Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.
LEASE AGREEMENTLease Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 14th day of November, 2007, between ARE-SEATTLE NO. 14, LLC, a Delaware limited liability company (“Landlord”), and ALLOZYNE INC., a Delaware corporation (“Tenant”).
SUBORDINATION AGREEMENTSubordination Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Subordination Agreement is made as of June 25, 2009 by and between the undersigned (collectively, the “Creditor”), and Comerica Bank (“Bank”).
LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and ALLOZYNE, INC. a Delaware corporationLicense Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This License Agreement is entered into and made effective as of this 25th day of June, 2010 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and ALLOZYNE, INC., a Delaware corporation (“Licensee”), each located at the respective address set forth in Section 14.15 below, with respect to the facts set forth below. TSRI and Licensee may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Series A Convertible Preferred Stock Purchase Agreement dated as of October 19, 2005 (the “Agreement”) by and among Allozyne, Inc., a Delaware corporation (the “Company”), the Institute for Systems Biology, a Washington non-profit corporation (“ISB”), ISB Accelerator Corporation, a Delaware corporation (“Accelerator”), Deepshikha Datta, an individual (“Datta”), William A. Goddard, an individual (“Goddard”), and David Tirrell, an individual (“Tirrell”; Datta, Goddard, and Tirrell are each referred to as a “Founder” and collectively as the “Founders”), and the several purchasers named in the attached Schedule I (individually a “Purchaser” and collectively the “Purchasers”; the Purchasers, ISB and Accelerator are each individually an “Investor” and collectively the “Investors”):
July 29, 2009 Meenu Chhabra President and Chief Executive Officer Allozyne, Inc.Purchase Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 9, 2009, by and between COMERICA BANK (“Bank”) and ALLOZYNE, INC. (“Borrower”).
LICENSE AGREEMENTWarrant Purchase Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT, effective as of September 25, 2007 (the “Effective Date”) between Sigma-Aldrich, Co., an Illinois corporation with a principal place of business at 3050 Spruce Street, St. Louis, MO 63103 (“Sigma”) and Allozyne, Inc., a Delaware corporation with a principal place of business at 1616 Eastlake Ave. E., Seattle, WA 98102 (“Allozyne”; Sigma and Allozyne are sometimes hereinafter each a “Party” and collectively the “Parties”).
SECOND AMENDMENT TO LEASELease • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of July 9, 2009, by and between ARE-SEATTLE N0.14, LLC, a Delaware limited liability company (“Landlord”), and ALLOZYNE INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of October 9, 2008, by and between ARE-SEATTLE NO. 14, LLC, a Delaware limited liability company (“Landlord”), and ALLOZYNE INC., a Delaware corporation (“Tenant”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
This Amendment to Executive Employment Agreement (the “Agreement”), dated as of October 22, 2007, is entered into by and between Allozyne, Inc., a Delaware corporation (the “Company”) and Kenneth H. Grabstein (the “Executive”).
LICENSE AGREEMENTLicense Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS AGREEMENT (the “Agreement”) is effective as of the 14th day of October, 2005 (the “Effective Date”), between CALIFORNIA INSTITUTE OF TECHNOLOGY (“Caltech”), having a principal place of business at 1200 East California Boulevard, Pasadena, California 91125, and Allozyne, Inc., a corporation duly organized and existing under the laws of the State of Delaware (“Licensee”), having a principal place of business at 1616 Eastlake Ave. E., Seattle, Washington 98102. Caltech and Licensee each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (“Agreement”) is made as of the 22nd day of October, 2007, by and among Allozyne, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and collectively referred to as the “Investors” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and collectively referred to as the “Key Holders.”
AMENDMENT #2 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 2 to the Exclusive License Agreement (the “Amendment”), is made as of June 30, 2008, by and between California Institute of Technology, an educational institution located at 1200 East California Boulevard, Pasadena, California 91125 (“Caltech”), and Allozyne, Inc., a corporation located at 1600 Fairview Ave E., Suite 300 Seattle, WA 98102 (“Company”).
SECOND AMENDMENT TO LICENSE AGREEMENT BETWEEN SIGMA-ALDRICH, CO. AND ALLOZYNE, INC.License Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT (“Second Amendment”), dated May 21, 2010 (“Second Amendment Effective Date”), is entered into by and between Sigma-Aldrich, Co. (“Sigma”) and Allozyne, Inc. (“Allozyne”).
CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTConvertible Promissory Note and Warrant Purchase Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
This Convertible Promissory Note and Warrant Purchase Agreement dated as of June 25, 2009, is by and among Allozyne, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Schedule I, hereto (each a “Purchaser” and collectively, the “Purchasers”). The Company and each of the Purchasers hereby agree as follows:
FIRST AMENDMENT TO SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This First Amendment to Series B Convertible Preferred Stock Purchase Agreement (this “Amendment”), effective as of the 31st of March, 2009, is entered into by and among Allozyne, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s Series B-1 Preferred Stock pursuant to that certain Series B Convertible Preferred Stock Purchase Agreement (the “Purchase Agreement”) dated as of the 22nd of October, 2007, by and among the Company and each holder of the Company’s Series B-1 Preferred Stock (the “Purchasers”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
Amendment to Convertible Promissory Note and Warrant Purchase Agreement and Convertible Promissory NotesConvertible Promissory Notes • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement, dated this 22nd day of October, 2007, amends that certain Convertible Promissory Note and Purchase Agreement, dated April 19, 2007, by and among Allozyne, Inc., a Delaware corporation (the “Company”) and the Purchasers named therein (the “Note Agreement”), and the Convertible Promissory Notes issued pursuant to the Note Agreement (the Notes”). Defined terms not defined herein shall have the meaning ascribed to them in the Note Agreement and the Notes.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of this 22nd day of October, 2007, by and among Allozyne, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A attached hereto under the heading “Investors” (each an “Investor” and collectively referred to as the “Investors”), the Institute for Systems Biology. A Washington non-profit corporation (“ISB”) and the individuals and entities listed on Schedule A attached hereto under the heading “Holders” and each individual or entity who shall, after the date hereof, acquire shares of Common Stock (as defined below) and become a party to this Agreement by executing and delivering to the Company an Instrument of Adherence substantially in the form of Schedule B attached hereto (each such individual and entity is a “Holder” and collectively such individuals and entities are referred to as the “Holders”; and the Investors, ISB and the Holders are each referred to as a “Stoc
CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTConvertible Promissory Note and Warrant Purchase Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
This Convertible Promissory Note and Warrant Purchase Agreement dated as of April 19, 2007, is by and among Allozyne, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Schedule I, hereto (each a “Purchaser” and collectively, the “Purchasers”), and ISB Accelerator Corporation, a Delaware corporation (“Accelerator”). The Company, each of the Purchasers and Accelerator hereby agree as follows:
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO AGREEMENT (this “Amendment”), dated October 31, 2007, is entered into by and between Sigma-Aldrich, Co., an Illinois corporation with a principal place of business at 3050 Spruce Street, St. Louis, MO 63103 (“Sigma”) and Allozyne, Inc., a Delaware corporation with a principal place of business at 1616 Eastlake Ave. E., Seattle, WA 98102 (“Allozyne”; Sigma and Allozyne are sometimes hereinafter each a “Party” and collectively the “Parties”).
ALLOZYNE, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
This Executive Employment Agreement (“Agreement”), dated as of August 14, 2007 (the “Effective Date”), is entered into by and between Meenu Chhabra (“Executive”) and Allozyne Inc., a Delaware corporation (the “Company”).
ALLOZYNE CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
This Executive Employment Agreement (“Agreement”) is entered into by and Kenneth H. Grabstein, Ph.D. (“Executive”) and Allozyne Corporation a Delaware corporation (“Company”), on the last date on which both parties have signed this Agreement.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
This Amendment to Executive Employment Agreement (the “Agreement”), dated as of October 22, 2007, is entered into by and between Allozyne, Inc., a Delaware corporation (the “Company”) and Meenu Chhabra (the “Executive”).
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries B Convertible Preferred Stock Purchase Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 22nd day of October, 2007 by and among Allozyne, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTConvertible Promissory Note and Warrant • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
This Amended and Restated Convertible Promissory Note and Warrant Purchase Agreement dated as of May 23, 2011, is by and among Allozyne, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Schedule I, hereto (each a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDMENT TO SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Second Amendment to Series B Convertible Preferred Stock Purchase Agreement (this “Amendment”), effective as of the 25th of June, 2009, is entered into by and among Allozyne, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s Series B-1 Preferred Stock pursuant to that certain Series B Convertible Preferred Stock Purchase Agreement dated as of the 22nd of October, 2007, as amended by that certain First Amendment to Series B Convertible Preferred Stock Purchase Agreement dated as of the 31st of March, 2009 (collectively, the “Purchase Agreement”), by and among the Company and each holder of the Company’s Series B-1 Preferred Stock (the “Purchasers”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
AMENDMENT #1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 6th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment #1 (this “Amendment”), is entered into this 19th day of February 2007 (“Amendment Date”), by and between California Institute of Technology, an educational institutional located at 1200 East California Boulevard, Pasadena, California 91125 (“Caltech”), and Allozyne Inc., a corporation located at 1616 Eastlake Ave., E. Seattle, Washington 98102.
