Portions of this exhibit marked [*] are requested to be treated confidentially. EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • North Carolina
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into on this 12th day of February, 2010, to be effective on the 1st day of April, 2010 (the “Effective Date”), by and between PPD Therapeutics, Inc., a Delaware corporation (the “Company”), with its principal place of business in North Carolina and currently with a mailing address for notice purposes of 929 North Front Street, Wilmington, North Carolina 28401, Attention: President, and Gail McIntyre (“Employee”), an individual whose mailing address for notice purposes is 2529 Quail Run, Lansdale, Pennsylvania 19446.
Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. LICENSE AGREEMENTLicense Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • California
Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. OPTION AND LICENSE AGREEMENTOption and License Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • New York
THIS OPTION AND LICENSE AGREEMENT (the “Agreement”) is effective as of the 15th day of December, 2006 (the “Effective Date”) by and among PHARMACO INVESTMENTS, INC., a Delaware corporation having a place of business at 3151 South Seventeenth Street, Wilmington, North Carolina 28412 (referred to hereinafter as “PII”), a wholly owned subsidiary of Pharmaceutical Product Development, Inc., a North Carolina corporation having its principal place of business at 3151 South 17th Street, Wilmington, NC 28412 (“PPD”), and RANBAXY LABORATORIES LTD., a corporation incorporated, organized and operating under the laws of India and having a place of business at Plot 90, Sector 32 Gurgaon 122001 (Haryana), India (hereinafter “RBX”). PII and RBX are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” PPD is a Party to this Agreement for the sole and limited purpose of agreeing to be bound by Section 12.19 of this Agreement.
Portions of this exhibit marked [*] are requested to be treated confidentially. TOPO DEVELOPMENT AND LICENSE AGREEMENTTopo Development and License Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • Delaware
THIS TOPO DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”), executed as of November 16, 2009 (“Effective Date”), is made by and between Janssen Pharmaceutica, N.V., a corporation organized and existing under the laws of Belgium whose principal place of business is at Turnhoutseweg 30, 2340 Beerse, Belgium (hereinafter “Janssen”) and PPD Therapeutics, Inc., a corporation organized under the laws of the State of North Carolina, having its principal place of business at 3900 Paramount Parkway, Morrisville, NC 27560 (hereinafter “PPD”). Janssen and PPD are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Portions of this exhibit marked [*] are requested to be treated confidentially. MUDELTA DEVELOPMENT AND LICENSE AGREEMENTMudelta Development and License Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • Delaware
THIS MUDELTA DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”), executed as of November 16, 2009 (“Effective Date”), is made by and between Janssen Pharmaceutica, N.V., a corporation organized and existing under the laws of Belgium whose principal place of business is at Turnhoutseweg 30, 2340 Beerse, Belgium (hereinafter “Janssen”) and PPD Therapeutics, Inc., a corporation organized under the laws of the State of North Carolina, having its principal place of business at 3900 Paramount Parkway, Morrisville, NC 27560 (hereinafter “PPD”). Janssen and PPD are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Portions of this exhibit marked [*] are requested to be treated confidentially. AGREEMENTAssignment and Assumption Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • New York
THIS AGREEMENT (“Agreement”) is entered into as of July 13, 2005 between Takeda San Diego, Inc., a Delaware corporation having its principal place of business at 10410 Science Center Drive, San Diego, CA 92121, (formerly known as Syrrx, Inc.) (“TSD”), TAKEDA PHARMACEUTICAL COMPANY LIMITED, a corporation organized under the laws of Japan, having its principal place of business at 1-1 Doshomachi 4-chome, Chuo-ku, Osaka, Japan (hereinafter “TPC”), Development Partners, LLC, a Delaware limited liability company having its principal place of business at 3151 South 17th Street, Wilmington, NC 28412 (“PPD”), and Pharmaceutical Product Development, Inc., a North Carolina corporation having its principal place of business at 3151 South 17th Street, Wilmington, NC 28412 (“PPD, Inc.”). TSD, TPC, and PPD and PPD, Inc. are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. TERMINATION AND LICENSE AGREEMENTTermination and License Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • Indiana
THIS TERMINATION AND LICENSE AGREEMENT (“Agreement”), effective as of December 18, 2003 (“Effective Date”), is made by and among Eli Lilly and Company, a corporation organized under the laws of the State of Indiana, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana, 46285 (hereinafter “Lilly”), Pharmaceutical Product Development, Inc., a corporation organized under the laws of the State of North Carolina (hereinafter “PPD”), GenuPro, Inc., a wholly-owned subsidiary of PPD, and a corporation organized under the laws of North Carolina (hereinafter “GenuPro”) and APBI Holdings, LLC, a wholly-owned subsidiary of PPD, and a limited liability company organized under the laws of North Carolina (hereinafter “APBI Holdings”). (Each party to this Agreement is hereinafter referred to as a “Party”, or collectively, the “Parties.” All references to a Party shall be deemed to include that Party’s Affiliates).
Portions of this exhibit marked [*] are requested to be treated confidentially. MUDELTA MASTER SERVICES AGREEMENTMudelta Master Services Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • Delaware
This MUDELTA MASTER SERVICES AGREEMENT (“Agreement”), effective as of November 16, 2009 (“Effective Date”), is by and between Janssen Pharmaceutica, N.V., a corporation organized and existing under the laws of Belgium whose principal place of business is at Turnhoutseweg 30, 2340 Beerse, Belgium (“Janssen”), and PPD Therapeutics, Inc., a Delaware corporation having an office at 3900 Paramount Parkway, Morrisville, North Carolina 27560 (“PPD”). Janssen and PPD are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc.
This Transition Services Agreement (the “Agreement”) is entered into as of the day of , 2010, by and between Pharmaceutical Product Development, Inc., a North Carolina corporation (“PPD”), and Furiex Pharmaceuticals, Inc., a Delaware corporation (“Furiex”).
SUBLEASE AGREEMENTSublease Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc.
THIS SUBLEASE AGREEMENT (“Sublease”) made and entered into this day of , 2010, by and between PPD DEVELOPMENT, LP, a Texas limited partnership (“Sublessor”) and Furiex Pharmaceuticals, Inc., a Delaware corporation (“Sublessee”).
EMPLOYEE MATTERS AGREEMENT by and between PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. and FURIEX PHARMACEUTICALS, INC. Dated as of , 2010 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • North Carolina
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2010, by and between Pharmaceutical Product Development, Inc., a North Carolina corporation (“PPD”), and Furiex Pharmaceuticals, Inc., a Delaware corporation (“Furiex”). Each of PPD and Furiex is herein referred to as a “Party” and collectively, as the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT by and between PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. and FURIEX PHARMACEUTICALS, INC. Dated as of , 2010Separation and Distribution Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • North Carolina
THIS SEPARATION AND DISTRIBUTION AGREEMENT (including all Exhibit and Schedules hereto, the “Agreement”), dated as of , 2010, is entered into by and between Pharmaceutical Product Development, Inc., a North Carolina corporation (“PPD”), and Furiex Pharmaceuticals, Inc., a Delaware corporation (“Furiex”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
Portions of this exhibit marked [*] are requested to be treated confidentially. TOPO MASTER SERVICES AGREEMENTTopo Master Services Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • Delaware
This TOPO MASTER SERVICES AGREEMENT (“Agreement”), effective as of November 16, 2009 (“Effective Date”), is by and between Janssen Pharmaceutica, N.V., a corporation organized and existing under the laws of Belgium whose principal place of business is at Turnhoutseweg 30, 2340 Beerse, Belgium (“Janssen”), and PPD Therapeutics, Inc., a Delaware corporation having an office at 3900 Paramount Parkway, Morrisville, North Carolina 27560 (“PPD”). Janssen and PPD are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TAX SHARING AGREEMENTTax Sharing Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • North Carolina
This Tax Sharing Agreement (this “Agreement”) is entered into as of , 2010 between Pharmaceutical Product Development, Inc., a North Carolina corporation (“PPD”), and Furiex Pharmaceuticals, Inc., a Delaware corporation that currently is wholly owned subsidiary of PPD (“Furiex” each of PPD and Furiex is a “Party” and, together are the “Parties”. Terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of [ OR the date hereof], by and between PPD and Furiex (the “Separation Agreement”).
SEVERANCE AGREEMENTSeverance Agreement • February 24th, 2010 • Furiex Pharmaceuticals, Inc. • North Carolina
THIS SEVERANCE AGREEMENT (the “Agreement”), made as of the day of , 2010 by and between PPD Therapeutics, Inc., a Delaware corporation with its principal place of business in North Carolina and its subsidiaries and affiliates (collectively, the “Company”) and (“Employee”).
