LICENSE AGREEMENT Among COLEY PHARMACEUTICAL GROUP, INC. COLEY PHARMACEUTICAL GROUP, LTD. COLEY PHARMACEUTICAL GmbH and PFIZER INC.License Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • New York
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
ADB NUMBER: NO1A140044 OMB Approval 2700-0042 AWARD/CONTRACT 1 THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) Ø RATING PAGE OF PAGES N/A 1 23 2. CONTRACT (Proc. Inst. Ident.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO....Coley Pharmaceutical Group, Inc. • April 28th, 2005 • Pharmaceutical preparations
INCENTIVE STOCK OPTION AGREEMENT COLEY PHARMACEUTICAL GROUP, INC.Incentive Stock Option Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT made as of the “Effective Date” listed in Exhibit C to this Agreement, between Coley Pharmaceutical Group, Inc., a Delaware corporation having a principal place of business at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (the “Company”), and an employee of the Company listed and identified in Exhibit C as the ”Employee”.
SCREENING AND EVALUATION AGREEMENT BETWEEN PFIZER INC. AND COLEY PHARMACEUTICAL GROUP, INC.Screening and Evaluation Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) RATING PAGE Of PAGES COLEY PHARMACEUTICALS 93 WORCESTER ST WELLESLEY MA 02481-3609 9. DISCOUNT FOR PROMPT PAYMENT N/A CODE 38G55 FACILITY CODE 15A. ITEM NO. 15B. SUPPLIES/...Coley Pharmaceutical Group, Inc. • April 28th, 2005 • Pharmaceutical preparations
The final price of this contract shall be the total of all costs determined reimbursable in accordance with the general provision of the contract entitled’ “Allowable Cost and Payment” but not exceeding the estimated cost plus the fixed fee, if any, both of which are specified above.
ContractColey Pharmaceutical Group, Inc. • April 28th, 2005 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
Amendment No. 2 to Stock Option AgreementStock Option Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations
This AMENDMENT is made as of the 19th day of September, 2002 (the “Effective Date”) to the stock option agreement, a copy of which is annexed hereto as Exhibit A (the “Option Agreement”) between Coley Pharmaceutical Group, Inc., a Delaware corporation, (formerly CpG ImmunoPharmaceuticals, Inc.) (the “Company”) and the employee, director or consultant whose name appears in the Option Agreement (the “Optionee”).
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
This Third Amended and Restated Investor Rights Agreement (“Agreement”) dated as of August 30, 2004, by and among (i) Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), (ii) the holders of the Existing Preferred Stock (as defined below) as listed on the attached Exhibit A (the “Existing Investors”), (iii) the holders of Series F Preferred Stock (as defined below) as listed on the attached Exhibit B (the “Series F Investors”), (iv) the holders of Series G Preferred Stock (as defined below) as listed on the attached Exhibit C (the “Series G Investors” and together with the Existing Investors, the Series F Investors and any other person who shall after the date hereof join in and become a party to this Agreement by executing and delivering to the Company a counterpart signature page to this Agreement in the form attached hereto as Exhibit D, collectively, the “Investors,” and each individually, an “Investor”), and (v) the holders of Founder Stock (as defined below)
AMENDMENT NO. 1 TO LICENSE AGREEMENT AND S&E AGREEMENTLicense Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations
This letter makes reference to the License Agreement (the “License Agreement”), dated as of March 16, 2005, among Coley Pharmaceutical Group, Inc. (“Coley”), Coley Pharmaceutical Group, Ltd., Coley Pharmaceutical Group GmbH and Pfizer Inc. (“Pfizer”) and the Screening and Evaluation Agreement (the “S&E Agreement”), dated as of March 16, 2005, between Coley and Pfizer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the License Agreement.
NON-QUALIFIED STOCK OPTION AGREEMENT COLEY PHARMACEUTICAL GROUP, INC.Non-Qualified Stock Option Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT made as of “Effective Date” listed in Exhibit C to this Agreement between Coley Pharmaceutical Group, Inc., a Delaware corporation having a principal place of business at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (the “Company”) and an employee of the Company listed and identified in Exhibit C as the ”Participant”).
ContractPreferred Stock Purchase Warrant • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
Amendment No. 1 to Stock Option AgreementStock Option Agreement • April 28th, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations
This AMENDMENT is made as of the 1st day of March, 2000 (the “Effective Date”) to the stock option agreement, a copy of which is annexed hereto as Exhibit A (the “Option Agreement “) between Coley Pharmaceutical Group, Inc., a Delaware corporation (formerly CpG ImmunoPharmaceuticals, Inc.) (the “Company”) and the employee, director or consultant whose name appears in the Option Agreement (the “Optionee”).
