LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of May 8th, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and GALENA BIOPHARMA, INC., a Delaware corporation (“Parent”), and APTHERA, INC., a Delaware corporation, each with offices located at 310 N. State Street, Suite 208, Lake Oswego, OR 97070 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ContractGalena Biopharma, Inc. • May 9th, 2013 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LICENSE AGREEMENTLicense Agreement • May 9th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations
THIS LICENSE AGREEMENT (this “Agreement”), dated as of March 15, 2013 (the “Effective Date”), is made by and between Orexo AB, a public limited company organized and existing under the laws of Sweden (“Orexo”), and Galena Biopharma, Inc., a Delaware corporation (“Licensee”). Orexo and Licensee are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”. Capitalized terms used but not otherwise defined herein shall have their respective meanings as set forth in the Asset Purchase Agreement (as defined below).
ASSET PURCHASE AGREEMENT by and between OREXO AB and GALENA BIOPHARMA, INC. March 15, 2013Assignment and Assumption Agreement • May 9th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2013, is made by and between Orexo AB, a public limited company organized and existing under the laws of Sweden (“Seller”), and Galena Biopharma, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”. Capitalized terms not otherwise defined in the text of this Agreement shall have the meanings set forth in ARTICLE I of this Agreement.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made as of May 8, 2013, by and between Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), a Delaware corporation (“Employer”), and Mark J. Ahn, Ph.D., an individual and resident of the State of Oregon (“Employee”), with reference to the following facts:
