SERIES A-1 COMMON STOCK PURCHASE WARRANT APTEVO THERAPEUTICS INC.Aptevo Therapeutics Inc. • November 9th, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 4, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2024 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 10, 2024, between Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT aptevo therapeutics inc.Aptevo Therapeutics Inc. • April 15th, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT aptevo therapeutics inc.Common Stock Purchase Warrant • April 15th, 2024 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 15, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 16, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 24th, 2018 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 20, 2018, by and between APTEVO THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
APTEVO THERAPEUTICS INC. and ________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [__], 20___Common Stock Warrant Agreement • December 14th, 2020 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between APTEVO THERAPEUTICS INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [__], 20___Warrant Agreement • December 14th, 2020 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of _______________ between APTEVO THERAPEUTICS INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
APTEVO THERAPEUTICS INC. and ________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [__], 20___Preferred Stock Warrant Agreement • December 14th, 2020 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between APTEVO THERAPEUTICS INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 15th, 2024 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
PURCHASE AGREEMENTPurchase Agreement • December 24th, 2018 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of December 20, 2018 (the “Execution Date”), is entered into by and between APTEVO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
Aptevo Therapeutics Inc.Aptevo Therapeutics Inc. • August 7th, 2023 • Pharmaceutical preparations • New York
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • March 20th, 2024 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2024, between Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 14th, 2020 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
As further set forth in this equity distribution agreement (this “Agreement”), Aptevo Therapeutics Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co., as sales agent (the “Agent”), the Company’s common stock, par value $0.001 per share (the “Common Stock”), on the terms set forth herein. The shares of Common Stock to be sold pursuant to this Agreement are herein called the “Shares.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 hereof on the number of Shares issued and sold hereunder shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection therewith.
APTEVO THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesAptevo Therapeutics Inc. • November 13th, 2017 • Pharmaceutical preparations • New York
Indenture, dated as of [•], 20__, among Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
RIGHTS AGREEMENTRights Agreement • November 9th, 2020 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
· the close of business on the tenth (10th) business day (or such later date as may be determined from time to time by action of a majority of the Board prior to the Distribution Date that would otherwise have occurred) following the first date of public announcement that any person, together with such person’s Related Persons (as defined below) (other than the Company or certain related entities), has become the beneficial owner of ten percent (10%) or more of the then outstanding Common Shares (other than as a result of repurchases of Common Shares by the Company, certain stock option or restricted stock grants by the Company or the exercise or conversion thereof, certain inadvertent acquisitions or purchases of Common Shares directly from the Company) (such person, an “Acquiring Person”) or that discloses information which reveals the existence of an Acquiring Person; provided, however, that stockholders who beneficially own ten percent (10%) or more of the outstanding Common Shares
APTEVO THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • December 14th, 2020 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
Indenture, dated as of [•], 20__, among Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
CREDIT AND SECURITY AGREEMENT dated as of August 5, 2020 by and amongCredit and Security Agreement • November 10th, 2020 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
This CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of August 5, 2020 (the “Closing Date”) by and among Aptevo Therapeutics inc., a Delaware corporation (“Aptevo Therapeutics”), APTEVO RESEARCH AND DEVELOPMENT LLC, a Delaware limited liability company (“Aptevo R&D”) and any additional borrower that may hereafter be added to this Agreement (each, individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF SEPTEMBER 28, 2017Trademark License Agreement • March 13th, 2018 • Aptevo Therapeutics Inc. • Pharmaceutical preparations
This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (“Agreement”), effective as of September 28, 2017 (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 Distribution Agreement (“CDA”), each dated as of the date here
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • 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 JULY 29, 2016Separation and Distribution Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 29, 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.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. Payment...Payment Interest Purchase Agreement • May 11th, 2023 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
This Payment Interest Purchase Agreement is dated as of March 29, 2023 (this “Agreement”), by and between Aptevo therapeutics Inc, a Delaware corporation (“Seller”), and XOMA (US) LLC, a Delaware limited liability company, as Buyer (“Buyer”).
PRODUCT LICENSE AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF [•], 2016Product License Agreement • June 29th, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations
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 Distributor Agreement (“CDA”), each dated as of the date hereof, by and between Emergent and Aptevo, each as may be amended.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 1, 2016, by and among Aptevo Therapeutics Inc., a Delaware corporation (together with any successor thereto, the “Company”) and the holders of shares of the Company’s Common Stock, $0.001 par value per share, listed on Exhibit A attached hereto (each, a “Stockholder” and together, the “Stockholders”). Each of the Company and the Stockholders is referred to herein as a “Party” and collectively, as the “Parties.”
WYETH LLCLetter Agreement • August 14th, 2020 • Aptevo Therapeutics Inc. • Pharmaceutical preparations
This letter agreement (the "Letter Agreement") constitutes Amendment No. 3 to the Agreement referred to above. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. EPDS and Wyeth desire to amend the Agreement with respect to the restrictions on Development and Commercialization of CD20 Antigens and CD20 Products. This Letter Agreement sets forth the agreement of EPDS and Wyeth with respect to such amendment.
] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.LLC Purchase Agreement • November 13th, 2017 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This LLC Purchase Agreement (the “Agreement”) is made and entered into as of August 31, 2017, by and among: Saol International Limited, a Bermuda company (“Purchaser”), Aptevo BioTherapeutics LLC, a Delaware limited liability company (“Seller”), and Aptevo Therapeutics Inc., a Delaware corporation (“ATI”), and Venus BioTherapeutics Sub LLC, a Delaware limited liability company (the “Company”). Seller and ATI are collectively referred to as the “Seller Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • May 31st, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
AMENDED AND RESTATED MANUFACTURING SERVICES AGREEMENT BY AND BETWEEN EMERGENT BIOSOLUTIONS INC. AND APTEVO THERAPEUTICS INC. DATED AS OF SEPTEMBER 28, 2017Manufacturing Services Agreement • March 13th, 2018 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED MANUFACTURING SERVICES AGREEMENT, dated as of September 28, 2017 (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.” 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 Canadian Distributor Agreement (“CDA”), or, if not therein, in the Product Licensing Agreement (the “PLA”), or, if not therein, in the Trademark License Agreement (“TLA”), each dated as of July 29, 2016, by and between Emergent and Aptevo. The Parties acknowledge and agree that this Agreement is an Ancillary Agreement under the SDA.
TAX MATTERS AGREEMENTTax Matters Agreement • August 2nd, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Tax Matters Agreement (the “Agreement”) is entered into as of the 29th day of July, 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
CREDIT AND SECURITY AGREEMENT dated as of August 4, 2016 by and amongCredit and Security Agreement • August 5th, 2016 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of August 4, 2016 by and among Aptevo Therapeutics inc., a Delaware corporation, APTEVO BIOTHERAPEUTICS LLC, a Delaware limited liability company, APTEVO RESEARCH AND DEVELOPMENT LLC, a Delaware limited liability company and any additional borrower that may hereafter be added to this Agreement (each, individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
amendment No. 1 to AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 18th, 2019 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of December 14, 2018, by and among Aptevo Therapeutics inc., a Delaware corporation (“Aptevo Therapeutics”), APTEVO BIOTHERAPEUTICS LLC, a Delaware limited liability company (“Aptevo BioTherapeutics”), APTEVO RESEARCH AND DEVELOPMENT LLC, a Delaware limited liability company (“Aptevo R&D”, and Aptevo R&D together with Aptevo Therapeutics and Aptevo BioTherapeutics, each individually, a “Borrower” and collectively, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
June 7, 2010 Ms. Michelle Burris TRUBION PHARMACEUTICALS, INC.Aptevo Therapeutics Inc. • April 15th, 2016
AgReement To TERMINATE REGISTRATION RIGHTS AGREEMENTAgreement to Terminate Registration Rights Agreement • March 24th, 2022 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT TO TERMINATE THE REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of December 14, 2021, by and among Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), Intervac L.L.C., a Maryland limited liability company (“Intervac”) and BioVac, L.L.C., a Maryland limited liability company (“BioVac”)(collectively the “Parties,” each a “Party”).
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”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 18th, 2019 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York
February , _2019__ by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“Agent”) and APTEVO THERAPEUTICS INC., a Delaware corporation (“Aptevo Therapeutics”), APTEVO BIOTHERAPEUTICS LLC, a Delaware limited liability company (“Aptevo BioTherapeutics”), and APTEVO RESEARCH AND DEVELOPMENT LLC, a Delaware limited liability company (“Aptevo R&D, and Aptevo R&D together with Aptevo Therapeutics, Aptevo BioTherapeutics and any other Person that joins this agreement as a Grantor, each a “Grantor” and collectively, the “Grantors”).
