MOLECULAR TEMPLATES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Molecular Templates, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 30, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MOLECULAR TEMPLATES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MOLECULAR TEMPLATES, INC.Stock Option Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Texas
Unless otherwise defined herein, the terms defined in the 2009 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
FIRST AMENDMENT TO LEASELease • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Texas
THIS LEASE, dated October 1, 2016 for reference purposes only, is made by and between NW AUSTIN OFFICE PARTNERS LLC, a Delaware limited liability company (“Landlord”), and MOLECULAR TEMPLATES, INC., a Delaware corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).
MOLECULAR TEMPLATES, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Texas
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 22, 2016 (the “Effective Date”) by and between Molecular Templates, Inc., a Delaware corporation (the “Company”), and Jason Kim (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of , 2017 by and among [Mercury] (which name, prior to the closing of the Merger, was [Trojan]), a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors of even date herewith (the “Purchase Agreement”). The Company and the Investors may each be referred to herein individually as a “Party” and collectively as the “Parties.” This Agreement is made pursuant to the Purchase Agreement and shall be effective as of the Closing. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of [•], 2017 (the “Effective Date”) by and among [Mercury] (which name, prior to the closing of the Merger, was [Trojan]), a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, identified as an Investor on the Schedule of Investors attached as Exhibit A hereto (the “Schedule of Investors”). Such persons and entities together with their permitted successors and assigns, are referred to collectively as the “Investors” and each individually as an “Investor”. The Company and the Investors may each be referred to herein individually as a “Party” and collectively as the “Parties.”
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of March 16, 2017 (the “Effective Date”), by and between MOLECULAR TEMPLATES, INC., a Delaware corporation (the “Company”), and THRESHOLD PHARMACEUTICALS, INC., a Delaware corporation (“Purchaser”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in that certain Agreement and Plan of Merger and Reorganization, dated of even date herewith (the “Merger Agreement”), by and among the Company, Purchaser and Trojan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser.
SUBLEASESublease • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Texas
THIS AGREEMENT OF SUBLEASE (the “Sublease”), effective as of October 1, 2016, by and between Zimmer Holdings, Inc., an Delaware corporation, having an office at 1800 West Center Street, Warsaw, Indiana 46580 (the “Sublessor”), and Molecular Templates, Inc., a Delaware corporation, having an office at 111 W. Cooperative Way, Suite 201, Georgetown, TX 78626 (the “Sublessee”);
March 16, 2017 Threshold Pharmaceuticals, Inc.Threshold Pharmaceuticals Inc • May 15th, 2017 • Pharmaceutical preparations • Delaware
March 16, 2017 Threshold Pharmaceuticals, Inc. Attn: Barry Selick Chief Executive OfficerThreshold Pharmaceuticals Inc • May 15th, 2017 • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED Research Collaboration and Option AgreementResearch Collaboration and Option Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Research Collaboration and Option Agreement (this “Agreement”) is made effective as of October 31, 2016 (“Effective Date”) by and between Millennium Pharmaceuticals, Inc., with a principal office at 40 Landsdowne Street, Cambridge, MA 02139 (Telephone: 617-679-7000, Facsimile: 617-374-0074), a wholly-owned subsidiary of Takeda Pharmaceutical Company Ltd. (“Takeda”), and Molecular Templates, Inc. with a principal office at 9301 Amberglen Boulevard, Suite 100, Austin, TX 78729 (“MTI”). MTI and Takeda each will be referred to herein as a “Party” and together as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED NON-EXCLUSIVE LICENSE AGREEMENT FOR THE PROVISION OF BIOLOGICAL MATERIALS FOR INTERNAL RESEARCH ONLY BETWEEN THE HENRY M. JACKSON FOUNDATION FOR THE ADVANCEMENT OF MILITARY MEDICINE, INC. AND MOLECULAR TEMPLATES, INC.Non-Exclusive License Agreement • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
THIS NON-EXCLUSIVE LICENSE AGREEMENT is entered into as of the date of the last signature on the signature page of this document (the “Effective Date”), by and between The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., a tax-exempt corporation organized under the laws of the State of Maryland and having its principal offices at 6720-A Rockledge Drive, Suite 100, Bethesda, Maryland 20817 (the “Foundation”) and Molecular Templates, Inc., a corporation organized under the laws of the State of Delaware and having its principal offices at 111 W. Cooperative Way, Suite 201, Georgetown, Texas 78626 (“Licensee”). The Foundation and Licensee sometimes are referred to collectively herein as the “Parties” or individually as a “Party.”
LEASE BETWEEN EVERGREEN SHIPPING AGENCY (AMERICA) CORPORATION LANDLORD AND MOLECULAR TEMPLATES, INC. TENANT DATED: August 11, 2016Office Lease • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
AGREEMENT OF LEASE, effective the 11th day of August, 2016 between EVERGREEN SHIPPING AGENCY (AMERICA) CORPORATION, a New Jersey Corporation, with an address at 1 Evertrust Plaza Jersey City, NJ 07302 (hereinafter called the “Landlord”) and MOLECULAR TEMPLATES, INC., a corporation organized under the laws of the State of Delaware, with an address at 111 W. Cooperative Drive, Georgetown, TX 78626 (hereinafter called the “Tenant”).
