TRADEMARK LICENSE AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF [•], 2016Trademark License Agreement • April 15th, 2016 • Aptevo Therapeutics Inc.
This TRADEMARK LICENSE AGREEMENT (“Agreement”), effective as of [ ], 2016 (the “Effective Date”), is by and between Emergent BioSolutions, Inc., a corporation organized under the laws of Delaware and having its corporate head office located at 400 Professional Drive, Suite 400, Gaithersburg, MD 20879 (“Emergent”), and Aptevo Therapeutics, Inc., a corporation organized under the laws of Delaware and having its principal place of business at 2401 4th Ave. Suite 1050, Seattle, WA 98121 (“Aptevo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement (“SDA”), or, if not therein, in the Transition Services Agreement (“TSA”), or, if not therein, in the Product License Agreement (“PLA”), or, if not therein, in the Manufacturing Services Agreement (“MSA”) or, if not therein, in the Canadian Wholesaler Agreement (“CWA”), each dated as of the date hereof, by and between Emergent and
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 15th, 2016 • Aptevo Therapeutics Inc. • Delaware
This Indemnity Agreement is made this day of 20 , by and between Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), and , (the “Indemnitee”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF [•], 2016Separation and Distribution Agreement • April 15th, 2016 • Aptevo Therapeutics Inc. • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•], 2016 (this “Agreement”), is made and entered into by and between Emergent BioSolutions Inc., a Delaware corporation (“Emergent”), and Aptevo Therapeutics Inc., a Delaware corporation (“Aptevo”). Aptevo and Emergent are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.
PRODUCT LICENSE AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF [•], 2016Product License Agreement • April 15th, 2016 • Aptevo Therapeutics Inc.
This PRODUCT LICENSE AGREEMENT (this “Agreement”), effective as of [ ] (the “Effective Date”), is by and between Emergent BioSolutions, Inc., a corporation organized under the laws of Delaware and having its corporate head office located at 400 Professional Drive, Suite 400, Gaithersburg, MD 20879 (“Emergent”), and Aptevo Therapeutics, Inc., a corporation organized under the laws of Delaware and having its principal place of business at 2401 4th Ave. Suite 1050, Seattle, WA 98121 (“Aptevo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement (“SDA”) or, if not therein, in the Transition Services Agreement (“TSA”), or, if not therein, in the Manufacturing Services Agreement (“MSA”), or, if not therein, in the Canadian Wholesaler Agreement (“CWA”), each dated as of the date hereof, by and between Emergent and Aptevo, each as may be amended.
TAX MATTERS AGREEMENTTax Matters Agreement • April 15th, 2016 • Aptevo Therapeutics Inc. • Delaware
This Tax Matters Agreement (the “Agreement”) is entered into as of the day of , 2016, between Emergent BioSolutions Inc. (“EBSI”), a Delaware corporation, by and on behalf of itself and each Affiliate of EBSI, and Aptevo Therapeutics Inc. (“Aptevo” and, together with EBSI, the “Parties”), a Delaware corporation, by and on behalf of itself and each Affiliate of Aptevo.
December 21, 2010Aptevo Therapeutics Inc. • April 15th, 2016
June 7, 2010 Ms. Michelle Burris TRUBION PHARMACEUTICALS, INC.Aptevo Therapeutics Inc. • April 15th, 2016
Confidential Materials omitted & filed separately with the SEC. Double asterisks denote omissions. SECOND AMENDMENT TO LICENSE AND CO-DEVELOPMENT AGREEMENTDevelopment Agreement • April 15th, 2016 • Aptevo Therapeutics Inc.
THIS SECOND AMENDMENT (“Second Amendment”) effective as of December 7 2015 (“Effective Date”), is made by and between MorphoSys AG, a German corporation (registered at the District Court of Munich, HRB121023) having an office and place of business at Lena-Christ-Str. 48, 82152 Martinsried/Planegg, Germany, (collectively with its affiliates, “MorphoSys”) and Emergent Product Development Seattle, LLC, a US corporation (registered in Delaware, N° 4858233) having an office and place of business at 2401 Fourth Avenue, Suite 1050, Seattle, Washington, USA (“Emergent”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • April 15th, 2016 • Aptevo Therapeutics Inc. • North Carolina
This amended and restated LICENSE AGREEMENT is entered into this 28 day of November, 2008 (the “EFFECTIVE DATE”) between The University of North Carolina at Chapel Hill having an address at Campus Box 4105, 308 Bynum Hall, Chapel Hill, North Carolina, 27599-4105 (“UNIVERSITY”) and Inspiration Biopharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principle office/place of business at 28202 Cabot Road, Suite 300, Laguna Niguel, CA 92677 (“LICENSEE”).
FOURTH AND BATTERY OFFICE LEASEFourth And • April 15th, 2016 • Aptevo Therapeutics Inc. • Washington
THIS LEASE, made the 28th day of April, 2003 (the “Execution Date”), by and between SELIG REAL ESTATE HOLDINGS EIGHT, a Washington limited liability company, whose address is 1000 Second Avenue, Suite 1800, Seattle, Washington, 98104-1046, hereinafter referred to as “Lessor” and GENECRAFT, INC., a Delaware corporation, whose address is 601 Union Street, Suite 4200, Seattle, Washington 98101, hereinafter referred to as “Lessee”.
December 8, 2004 Mr. Hans van Houte VP Finance and Administration TRUBION PHARMACEUTICALS, INC.Aptevo Therapeutics Inc. • April 15th, 2016
February 1, 2006 Mr. Hans van Houte TRUBION PHARMACEUTICALS, INC.Aptevo Therapeutics Inc. • April 15th, 2016
July 17, 2012Aptevo Therapeutics Inc. • April 15th, 2016
SEVENTH AMENDMENT TO OFFICE LEASEOffice Lease • April 15th, 2016 • Aptevo Therapeutics Inc.
This Seventh Amendment to Office Lease is made and entered into on this 5th day of December 2014 by and between SELIG REAL ESTATE HOLDINGS EIGHT L.L.C., a Washington Limited Liability Company, whose address is 1000 Second Avenue, Suite 1800, Seattle, Washington (hereinafter, the “Lessor”) and EMERGENT PRODUCT DEVELOPMENT SEATTLE, LLC (successor in interest to Trubion Pharmaceuticals, Inc.) whose address is 2401 Fourth Avenue, Suite 1050, Seattle, Washington (hereinafter, the “Lessee”).
February 2, 2007 Mr. Hans van Houte TRUBION PHARMACEUTICALS, INC.Aptevo Therapeutics Inc. • April 15th, 2016
