THIS INDENTURE made this 26th day of June, 2002Indemnity Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Ontario
WITNESSETH that in consideration of the rents, covenants, conditions and agreements herein contained, the Landlord and the Tenant covenant and agree as follows:
SECOND AMENDED AND RESTATED LANDLORD CONSENT TO SUB-SUBLEASESub-Sublease • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
This Second Amended and Restated Landlord Consent To Sub-Sublease (the “Consent Agreement”) is entered into as of this 30 day of June, 2003 by and among Wellesley Gateway LLC, a Massachusetts limited liability company (“Wellesley Gateway”), Harvard Pilgrim Health Care, Inc., a Massachusetts corporation (“Sublessor”) and Coley Pharmaceutical Group, Inc., a Delaware corporation (“Sublessee”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), effective as of December 22, 2003 (the “Effective Date”), is between Coley Pharmaceutical Group, Inc., a Delaware corporation located at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (“Coley”), and Chiron Corporation., a Delaware corporation having a principal place of business at 4560 Horton Street, Emeryville, California 94608 (“Licensee”) (each, a “Party” and collectively, the “Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Delaware
THIS AGREEMENT, dated as of March 16, 2005, is between PFIZER INC., a Delaware corporation having a place of business at 235 East 42nd Street, New York, New York 10017-5755 (the “Purchaser”), and COLEY PHARMACEUTICAL GROUP, INC. (the “Company”), a Delaware corporation having a place of business at 93 Worcester Street, Wellesley, Massachusetts 02481.
LICENSE AGREEMENTLicense Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Ontario
THIS AGREEMENT comes into force as of the first day of September, 1998, (“Effective Date”), by and between The Loeb Health Research Institute at the Ottawa Hospital (hereinafter referred to as “LOEB”) located at 725 Parkdale Avenue, Ottawa, Ontario K1 Y 4E9, CANADA and CpG ImmunoPharmaceuticals, Inc. having an address of 55 William Street, Suite 120, Wellesley, MA 02481, USA (hereinafter referred to as “CpG”).
CONFIDENTIAL Coley Pharmaceutical Group, Inc. Wellesley Gateway Wellesley, Massachusetts 02481 September 25, 2001License Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This letter will serve as an amendment (the “Amendment”) to the License Agreement (the “Agreement”) dated as of September 1, 1998 between Coley Pharmaceutical Group, Inc., formerly known as CpG ImmunoPharmaceuticals, Inc. (“Coley”), and the Loeb Health Research Institute at the Ottawa Hospital (the “LOEB”). The Ottawa Health Research Institute (the “OHRI”) is the successor in interest to, and assignee of, all the rights and obligations of the LOEB under the Agreement. All capitalized terms that are used in this letter and not defined herein shall have the meanings ascribed to them in the Agreement. Except as specifically modified by this Amendment, the parties hereto agree that all of the terms and conditions set forth in the Agreement remain in full force and effect.
CONFIDENTIAL STRATEGIC ALLIANCE: LICENSE AGREEMENT INFECTIOUS DISEASESStrategic Alliance: License Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • New York
This License Agreement (“Agreement”) is made effective as of the 18th day of December 1998 (“Effective Date”), by and between CPG IMMUNOPHARMACEUTICALS, Inc. having a place of business at 55 William Street, Suite 120, Wellesley, MA, 02481, USA (herein referred to as “CPG”) and SMITHKLINE BEECHAM PLC., a corporation located at New Horizons Court, Brentford, Middlesex TW89EP, United Kingdom (herein referred to as “SB”)
COLEY PHARMACEUTICAL GROUP, INC. Amendment No. 1 to the Bratzler Letter AgreementBratzler Letter Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This Amendment No. 1 to Letter Agreement, effective as of November 14, 2000 (“Amendment No. 1”), is entered into by and between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), with its principal offices located at 20 William Street, Suite 115, Wellesley, Massachusetts 02481, and Robert L. Bratzler, Ph.D. (the “Executive”), residing at 13 Blueberry Lane, Concord, MA 01742.
KANATA RESEARCH PARK CORPORATION OF THE FIRST PARTAgreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
By written lease dated the 5th day of July, 2002 (the “Lease”), the Tenant leased from the Landlord approximately Twenty Five Thousand Nine Hundred and Thirteen (25,913) rentable square feet of space on the first (1st) floor and part of the second (2nd) in the building known municipally as 340 Terry Fox Drive, City of Ottawa (the “Building”).
The following Tenancy Agreement for commercially used rooms is herewith concluded between Coley Pharmaceutical GmbH Elisabeth-Selbert-Strasse 9 D-40764 Langenfeld Germany Represented by the Managing Director Dr. Joachim Schorr Business address:...Tenancy Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
The rented area is calculated from the inside edge of the outside wall plus, proportionally, the entrance hall, foyer, staircase well and functional areas. The position of the inside walls will be co-ordinated with the Landlord in conformity with the requirements of the Tenant to the extent that the desired changes conform with the standard planning concept.
AMENDED AND RESTATED LOAN AND PLEDGE AGREEMENTLoan and Pledge Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This AMENDED AND RESTATED LOAN AND PLEDGE AGREEMENT dated as of April 10, 2002 (this “Agreement”), entered into by Arthur M. Krieg, M.D. (the “Borrower”), residing at 173 Winding River Road, Wellesley, MA 02482 in favor of Coley Pharmaceutical Group, Inc., a Delaware corporation, (“Coley”) with its principal place of business at Wellesley Gateway, 93 Worcester Street, Suite 101, Wellesley., MA 02481 amends and restates that certain Loan and Pledge Agreement dated as of May 8,2001 (the “Original Loan and Pledge Agreement”) by and between the Borrower and Coley.
CONFIDENTIAL STRATEGIC ALLIANCE: NON-EXCLUSIVE LICENSE AGREEMENT - BREAST, PROSTATE and LUNG CANCER -Non-Exclusive License Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • New York
This License Agreement (“Agreement”) is made by and between COLEY PHARMACEUTICAL GROUP INC., Inc. having a place of business at 93 Worcester Street, Suite 101, Wellesley, MA, 02481, USA (herein referred to as “COLEY”) and GLAXO GROUP LIMITED, a corporation located at, 980 Great West Road, Brentford, Middlesex TW8 9GS, United Kingdom (herein referred to as “GSK”).
COLEY PHARMACEUTICAL GROUP, INC. Non-Employee Director Change of Control AgreementColey Pharmaceutical Group, Inc. • April 20th, 2005 • Massachusetts
This Non-Employee Director Change of Control Agreement, effective as of is entered into by and between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), with its principal offices located at 20 William Street, Suite 115, Wellesley, Massachusetts 02481, and , residing at .
MASTER LEASE AGREEMENT (Quasi) dated as of November 13, 2001 (“Agreement”)Master Lease Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Connecticut
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Lessor”) and Coley Pharmaceutical Group, Inc. (“Lessee”). Lessor has an office at 401 Merritt 7 2nd Floor, Norwalk, CT 06856. Lessee is a corporation organized and existing under the laws of the state of Delaware. Lessee’s mailing address and chief place of business is 93 Worchester Street, Suite 101, Wellesley, MA 02481. This Agreement contains the general terms that apply to the leasing of Equipment from Lessor to Lessee. Additional terms that apply to the Equipment (term, rent, options, etc.) shall be contained on a schedule (“Schedule”).
BETWEEN: KANATA RESEARCH PARK CORPORATION OF THE FIRST PART AND: COLEY PHARMACEUTICAL GROUP LTD. OF THE SECOND PART AND: COLEY PHARMACEUTICAL GROUP INC. OF THE THIRD PARTAgreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
WHEREAS by written lease dated the 5th day of July, 2002 (the “Lease”), the Tenant leased from the Landlord approximately Twenty-Five Thousand Nine Hundred and Thirteen (25,913) rentable square feet of space on the first (1st) floor and part of the second (2nd) floor (the “Leased Premises”) in the building known municipally as 340 Terry Fox Drive, City of Ottawa (the “Building”);
* * * * * * * * * * * * * * * * * * * * * * * * * * * * NOTICE OF GRANT AWARD * * * * * * * * * * * * * * * * * * * * * * * * *Coley Pharmaceutical Group, Inc. • April 20th, 2005
CONFIDENTIAL and Confidential Treatment Requested under: 5 U.S.C. §552(b)(4) Coley Pharmaceutical Group, Inc. Wellesley, Massachusetts 02481 March 7th, 2001Confidential Treatment • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Iowa
This letter will serve as an amendment (the “Amendment”) to the License Agreement (the “Agreement”) dated as of March 31, 1997 between Coley Pharmaceutical Group, Inc., formerly known as CpG ImmunoPharmaceuticals, Inc. (“Coley”), and the University of Iowa Research Foundation (“UIRF”). All capitalized terms that are used in this letter and not defined herein shall have the meanings ascribed to them in the Agreement. Except as specifically modified by this Amendment, the parties hereto agree that all of the terms and conditions set forth in the Agreement remain in full force and effect.
SECOND AMENDMENT TO SUBLEASESublease • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
THIS SECOND AMENDMENT TO SUBLEASE (this “Amendment”) is dated as of the 30 day of June, 2003, by and between Harvard Pilgrim Health Care, Inc., a Massachusetts corporation (“Sublandlord”) and Coley Pharmaceutical Group, Inc., a Delaware corporation (“Subtenant”).
BOSTON UNIVERSITY LICENSE AGREEMENT University Case Title: Method and Composition for Treating Immune Complex Associated Disorders University Case Number: BU01-36 Coley Pharmaceutical Group, Inc. January 23, 2004License Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
LICENSE AGREEMENT dated as of January 23, 2004 (the Effective Date), by and between Trustees of Boston University (the University) and Coley Pharmaceutical Group, Inc. (as further defined herein, Licensee).
SUBLEASESublease • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This instrument is a Sublease (the “Sublease”) dated as of March 8, 2001 between Harvard Pilgrim Health Care, Inc., a Massachusetts corporation (“Sublandlord”), and Coley Pharmaceutical Group, Inc., a Delaware corporation (“Subtenant”).
MASTER SECURITY AGREEMENT dated as of the 5th day of February, 2003 (the “Agreement”)Master Security Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Ontario
THIS AGREEMENT is between GE Canada Equipment Financing G.P. with an office at 5500 North Service Road, 8th Floor, Burlington, Ontario, L7L 5H7 (together with its successors and assigns, if any, “Secured Party”) and Coley Pharmaceutical Group, Ltd., a corporation organized and existing under the laws of the Province of Ontario, with its mailing address and principal place of business at 340 Terry Fox Drive, Suite 2000, Kanata, Ontario, K2K 3A1 (“Debtor”).
Amendment #1 To Amended and Restated Product Development and License Agreement between Aventis Pharmaceuticals Inc. and Coley Pharmaceutical Group, Inc.License Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This Amendment #1 to the Amended and Restated Product Development and License Agreement (“Amendment #1”), is made as of August 6, 2003 (the “Effective Date”), by and between COLEY PHARMACEUTICAL GROUP, INC., a Delaware corporation having a place of business at Wellesley Gateway, 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (“Coley”), and AVENTIS PHARMACEUTICALS INC., a Delaware corporation having a place of business at 200 Crossing Boulevard, P.O. Box 6890, Bridgewater, New Jersey 08807 (“Aventis”) (each individually a “Party” and collectively the “Parties”).
AMENDMENT N °1 dated December 18, 1999 (“Effective Date”)Coley Pharmaceutical Group, Inc. • April 20th, 2005
CPG Immunopharmaceuticals Inc., having a place of business at 55 William Street, Suite 120, Wellesley, MA, 02481, USA (hereinafter referred to as “CPG”)
CpG ImmunoPharmaceuticals, Inc. Iowa City, IA 52246Confidentiality Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This Letter is to confirm our understanding with respect to your employment by CpG ImmunoPharmaceuticals, Inc. (the “Company”). The terms and conditions agreed to in this letter shall hereinafter be referred to as the “Agreement.” In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we agree as follows:
FIRST AMENDMENT TO SUBLEASESublease • April 20th, 2005 • Coley Pharmaceutical Group, Inc.
THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is dated as of the 21st day of February, 2003, by and between Harvard Pilgrim Health Care, Inc., a Massachusetts corporation (“Sublandlord”) and Coley Pharmaceutical Group, Inc., a Delaware corporation (“Subtenant”).
COLEY PHARMACEUTICAL GROUP, INC. Change of Control AgreementChange of Control Agreement • April 20th, 2005 • Coley Pharmaceutical Group, Inc. • Massachusetts
This Change of Control Agreement, effective as of is entered into by and between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), with its principal offices located at 20 William Street, Suite 115, Wellesley, Massachusetts 02481, and (the “Executive”).
