Icos Corp Sample Contracts

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FORM OF -------
Underwriting Agreement • November 7th, 2001 • Icos Corp / De • Pharmaceutical preparations • New York
EXHIBIT 10.21 ICOS SERVICES AGREEMENT
Services Agreement • March 31st, 1997 • Icos Corp / De • Pharmaceutical preparations • Delaware
EXHIBIT 10.3 TO
License Agreement • November 13th, 1998 • Icos Corp / De • Pharmaceutical preparations • Delaware
EXHIBIT 10.1 TO
Limited Liability Company Agreement • November 13th, 1998 • Icos Corp / De • Pharmaceutical preparations • Delaware
EXHIBIT 10.18 TO
Shareholders' Agreement • March 31st, 1997 • Icos Corp / De • Pharmaceutical preparations • Delaware
and
Icos Corp / De • August 5th, 2003 • Pharmaceutical preparations • New York
EXHIBIT 10.23 LEASE AGREEMENT BY AND BETWEEN BELLEVUE TRADE CENTER, LLC, A WASHINGTON LIMITED LIABILITY COMPANY ("LANDLORD")
Lease Agreement • March 13th, 2003 • Icos Corp / De • Pharmaceutical preparations • Washington
INDENTURE
Icos Corp / De • July 13th, 2001 • Pharmaceutical preparations • New York
REDACTED VERSION ---------------- EXHIBIT 10.19
License Agreement • March 31st, 1997 • Icos Corp / De • Pharmaceutical preparations • Delaware
CONTENTS
Lease Agreement • March 31st, 1999 • Icos Corp / De • Pharmaceutical preparations
Exhibit 4.2 ICOS CORPORATION 2% Convertible Subordinated Notes due July 1, 2023 REGISTRATION RIGHTS AGREEMENT -----------------------------
Registration Rights Agreement • August 5th, 2003 • Icos Corp / De • Pharmaceutical preparations • New York
EXHIBIT 10.1 AGREEMENT OF LIMITED PARTNERSHIP
Icos Corp / De • August 14th, 2000 • Pharmaceutical preparations • Delaware
Exhibit 4.1 RIGHTS AGREEMENT Dated as of August 9, 2002
Rights Agreement • August 9th, 2002 • Icos Corp / De • Pharmaceutical preparations • New York
EXHIBIT 10.2 TO
License Agreement • November 13th, 1998 • Icos Corp / De • Pharmaceutical preparations • Delaware
RESTATED
License Agreement • August 14th, 2000 • Icos Corp / De • Pharmaceutical preparations • Illinois
REDACTED VERSION ---------------- EXHIBIT 10.20 TO
Development and Supply Agreement • March 31st, 1997 • Icos Corp / De • Pharmaceutical preparations • Delaware
INDENTURE
Icos Corp / De • July 13th, 2001 • Pharmaceutical preparations • New York
BETWEEN
Icos Corp / De • March 13th, 2003 • Pharmaceutical preparations
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FIRST AMENDMENT TO LEASE
Icos Corp / De • March 29th, 2002 • Pharmaceutical preparations
EXHIBIT 1.1 5,000,000
Underwriting Agreement • November 15th, 2000 • Icos Corp / De • Pharmaceutical preparations • New York
TO
Icos Corp / De • August 26th, 1997 • Pharmaceutical preparations • Delaware
ARTICLE 1 DEFINITIONS
Research and Development Service Agreement • August 14th, 2000 • Icos Corp / De • Pharmaceutical preparations • Delaware
ICOS CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • October 20th, 2006 • Icos Corp • Pharmaceutical preparations • Washington

THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT, (the “Agreement”) is entered into pursuant to the ICOS Corporation Change in Control Severance Plan (the “Plan”) effective as of , 2006, (the “Effective Date”), by and between [OFFICER] (the “Employee”) and ICOS Corporation, a Washington corporation, (the “Company”). This Agreement and the Plan provide the complete terms and conditions of the Employee’s participation in the Plan and this Agreement supersedes all prior agreements with respect to the Employee’s participation in the Plan. The Plan and this Agreement constitute the Summary Plan Description required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

EXHIBIT 10.1 DEVELOPMENT AND MARKETING COLLABORATION AGREEMENT
Development and Marketing Collaboration Agreement • August 14th, 2001 • Icos Corp / De • Pharmaceutical preparations • New York
THIRD AMENDMENT TO LEASE PREMIER NORTH
Lease Premier • March 13th, 2003 • Icos Corp / De • Pharmaceutical preparations
RECITALS
Formation and Performance Agreement • August 14th, 2000 • Icos Corp / De • Pharmaceutical preparations • Texas
RECITALS
Endothelin License Agreement • August 14th, 2000 • Icos Corp / De • Pharmaceutical preparations • Delaware
ICOS CORPORATION
Incentive Stock Option Agreement • August 4th, 2005 • Icos Corp / De • Pharmaceutical preparations

ICOS Corporation, a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 1999 Long-Term Incentive Plan (the “Plan”).

ICOS CORPORATION
Nonstatutory Stock Option Agreement • August 4th, 2005 • Icos Corp / De • Pharmaceutical preparations

ICOS Corporation, a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 1999 Long-Term Incentive Plan (the “Plan”).

FIRST LEASE AMENDMENT Between BENAROYA CAPITAL COMPANY, LLC and ICOS CORPORATION
First Lease • November 3rd, 2005 • Icos Corp • Pharmaceutical preparations

This First Lease Amendment dated May 9, 2005 is attached to and made part of that certain Lease dated September 6, 2000, (the “Lease”) between Benaroya Capital Company, LLC., a Washington limited liability company, as Lessor (“Lessor”) and ICOS Corporation, a Delaware corporation, as Lessee (“Lessee”) in the Building known as Canyon Park – 4, at 2222 220th Street SE in Bothell, Washington (the “Premises”). The Premises are more particularly described in the Lease.

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