PROTHENA BIOSCIENCES INC SEVERANCE PLANProthena Corp PLC • December 21st, 2012 • Pharmaceutical preparations • Delaware
The Company has adopted this Plan, for the benefit of certain “Eligible Employees” of the Company and certain Affiliates specified by the Company, effective as of the Effective Date. The Plan is intended to apply to United States based “Employees,” as described herein. The Plan shall be binding on any successor to all or substantially all of the Company’s assets or business.
INTELLECTUAL PROPERTY LICENSE AND CONVEYANCE AGREEMENT AMONG NEOTOPE BIOSCIENCES LIMITED AND ELAN PHARMA INTERNATIONAL LIMITED AND ELAN PHARMACEUTICALS, INC. Dated as of December 20, 2012Intellectual Property License and Conveyance Agreement • December 21st, 2012 • Prothena Corp PLC • Pharmaceutical preparations
This INTELLECTUAL PROPERTY LICENSE AND CONVEYANCE AGREEMENT (the “Agreement”) is made this 20th day of December 2012 (the “Effective Date”) among NEOTOPE BIOSCIENCES LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“NBL”) on the one hand, and ELAN PHARMA INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“EPIL”) and ELAN PHARMACEUTICALS, INC., a Delaware corporation having an address at 180 Oyster Point Boulevard, South San Francisco, CA 94080 (“EPI”) on the other hand (collectively, “Elan”).
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT AMONG NEOTOPE BIOSCIENCES LIMITED AND ELAN PHARMA INTERNATIONAL LIMITED AND ELAN PHARMACEUTICALS, INC. Dated as of December 20, 2012Contribution Agreement • December 21st, 2012 • Prothena Corp PLC • Pharmaceutical preparations
This AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT (the “Agreement”) is made this 20th day of December 2012 (the “Amendment Effective Date”) among NEOTOPE BIOSCIENCES LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“NBL”) on the one hand, and ELAN PHARMA INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“EPIL”) and ELAN PHARMACEUTICALS, INC., a Delaware corporation having an address at 180 Oyster Point Boulevard, South San Francisco, CA 94080 (“EPI”) on the other hand (collectively, “Elan”).
TAX MATTERS AGREEMENT by and between ELAN CORPORATION, PLC AND PROTHENA CORPORATION PLC, Dated 20 December 2012Tax Matters Agreement • December 21st, 2012 • Prothena Corp PLC • Pharmaceutical preparations
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of 20 December 2012 by and between Elan Corporation, plc, an Irish public limited company (“Parent”), and Prothena Corporation plc, an Irish public limited company (“Prothena”) (and Parent and Prothena, collectively, the “Companies”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 21st, 2012 • Prothena Corp PLC • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”), is made and entered into as of December 20, 2012, by and between, Elan Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Prothena Biosciences Inc, a Delaware corporation (“Buyer”).
