exv10w23



 




[ * ] = 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.




EXHIBIT 10.23




DATED MARCH 27, 2006




Between




Dynavax Technologies Corporation




(as Purchaser)




and




Rhein Biotech N.V.




(as Seller)



 




SHARE SALE AND PURCHASE AGREEMENT

RHEIN BIOTECH GMBH



 




EXECUTION COPY



 









 






Baker & McKenzie Amsterdam NV

1017 PS Leidseplein

Amsterdam, The Netherlands

Tel: +31-20-5517555

Fax: +31-20-6267949




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Clause
	 	 	 	 
	ARTICLE 1 - DEFINITIONS AND INTERPRETATION
	 	 	3	 
	ARTICLE 2 - SALE AND PURCHASE OF THE SHARE
	 	 	3	 
	ARTICLE 3 - CONSIDERATION
	 	 	3	 
	ARTICLE 4 - CONDITIONS PRECEDENT
	 	 	5	 
	ARTICLE 5 - CLOSING
	 	 	7	 
	ARTICLE 6 - ACTION BEFORE CLOSING
	 	 	9	 
	ARTICLE 7 - REPRESENTATIONS AND WARRANTIES
	 	 	13	 
	ARTICLE 8 - REMEDIES FOR BREACHES
	 	 	14	 
	ARTICLE 9 - OTHER CONVENANTS
	 	 	17	 
	ARTICLE 10 - ACCESS TO INFORMATION
	 	 	18	 
	ARTICLE 11 - RESTRICTIONS ON ANNOUNCEMENTS
	 	 	18	 
	ARTICLE 12 - CONFIDENTIAL INFORMATION
	 	 	18	 
	ARTICLE 13 - MISCELLANEOUS
	 	 	19	 
	ARTICLE 14 - NOTICES
	 	 	20	 
	ARTICLE 15 - GOVERNING LAW AND ARBITRATION
	 	 	22	 
	 
	 	 	 	 
	Schedules
	 	 	 	 
	SCHEDULE 1.1 DEFINITIONS
	 	 	24	 
	SCHEDULE 3.3 PRELIMINARY CDWC CALCULATION
	 	 	34	 
	SCHEDULE 4.3(D) LEGAL OPINION ON RBNV
	 	 	36	 
	SCHEDULE 4.4(C) LEGAL OPINION ON DYNAVAX
	 	 	38	 
	SCHEDULE 5.2(B)(I) NOTARIAL TRANSFER DEED
	 	 	39	 
	SCHEDULE 5.2(B) (II) NOTIFICATION OF TRANSFER
	 	 	42	 
	SCHEDULE 5.2 (B) (III) COMMERCIAL AGREEMENT
	 	 	43	 
	SCHEDULE 5.2 (B) (IV) EMMP AGREEMENT
	 	 	114	 
	SCHEDULE 5.3(C) (V)(I) WAIVER AGREEMENT
	 	 	117	 
	SCHEDULE 5.3(C)(V)(II) WAIVER AGREEMENT
	 	 	119	 
	SCHEDULE 7.1 COMPANY WARRANTIES
	 	 	121	 
	SCHEDULE 7.2 DISCLOSURE LETTER
	 	 	173	 
	SCHEDULE 7.3 SELLER’S WARRANTIES
	 	 	237	 
	SCHEDULE 7.4 PURCHASER’S WARRANTIES
	 	 	238	 
	SCHEDULE 7.5 SELLER ADDITIONAL AGREEMENT
	 	 	239	 
	SCHEDULE 11.1 JOINT STATEMENT
	 	 	241	 






 









 




THIS SHARE SALE AND PURCHASE AGREEMENT is made on this 27th day of March 2006 (the
“Agreement”)




Between:





	(1)	 	Dynavax Technologies Corporation, a corporation organized and existing under the laws of the
State of Delaware, having its registered and business offices at 2929 Seventh Street, Suite
100, Berkeley, CA 94710, United States of America (“Purchaser”);
	 
	 	 	and
	 
	(2)	 	Rhein Biotech N.V., a public limited liability company organized and existing under the laws
of The Netherlands, with its corporate seat at Maastricht and its registered office at Oude
Maasstraat 47, 6229 BC Maastricht, The Netherlands (“Seller”);





WHEREAS :





	(A)	 	The Seller is the legal and beneficial owner of the entire issued share capital of Rhein
Biotech Gesellschaft für Neue Biotechnologische Prozesse und Produkte m.b.H., a private
limited liability company organized and existing under the laws of Germany (Gesellschaft mit
beschränkter Haftung), registered with the commercial register of the local court of
Düsseldorf under HRB 20023, with its corporate seat at Düsseldorf, Germany and its principal
place of business at Eichfelder Strasse 11, 40595 Düsseldorf, Germany (“Company”), with a
registered share capital (Stammkapital) of [ * ] , consisting of 1 share, with a nominal value
of [ * ] (the “Share”).
	 
	(B)	 	The Company is involved in the business of the development of biotechnological processes and
products.
	 
	(C)	 	The Purchaser is in the business of discovering, developing, and commercializing innovative
products to treat and prevent allergies, infectious diseases, cancer and chronic inflammatory
diseases.
	 
	(D)	 	The Seller and the Purchaser have entered into a confidentiality and standstill agreement
effective as of March 10, 2006, pursuant to which certain confidential information relating to
the Company was made available to (representatives of) the Purchaser.
	 
	(E)	 	The Seller and the Purchaser have laid down certain basic terms and conditions related to the
purchase, sale and transfer of the Share in a non-binding and
conditional letter of intent dated March 10, 2006.







[ * ] =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.



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	(F)	 	The Purchaser has performed, with the assistance of professional advisers, a due diligence
investigation with respect to the Company and its business, on the basis of the information
provided by the Seller and the senior management of the Company, including legal, financial,
technical and tax information.
	 
	(G)	 	The Seller and the Purchaser have agreed that the Seller shall sell and transfer the Share to
the Purchaser and the Purchaser shall purchase and acquire the Share from Seller, for the
consideration and on the terms and subject to the conditions contained in this Agreement.





THEREFORE IT IS HEREBY AGREED as follows:




ARTICLE 1 — DEFINITIONS AND INTERPRETATION





	1.1	 	Definitions. In this Agreement, unless the context otherwise requires the words and
expressions used in this Agreement shall have the meanings set out in Schedule 1.1.
	 
	1.2	 	Headings. Headings are inserted for convenience only and shall not affect the
construction of this Agreement.





ARTICLE 2 — SALE AND PURCHASE OF THE SHARE





	2.1	 	Sale and Purchase. Seller hereby, subject to the terms and conditions of the
Agreement, sells the Share to Purchaser, and agrees to transfer the Share to Purchaser at the
Closing, free and clear of Encumbrances, and Purchaser hereby, subject to the terms and
conditions of this Agreement, purchases the Share from Seller and agrees to accept the
transfer of the Share at the Closing.





ARTICLE 3 — CONSIDERATION





	3.1	 	Consideration. The consideration payable by Purchaser to Seller for the Share shall
be the Euro equivalent of CHF 10,000,000.—, payable in euros by using the conversion rate
between Swiss Franks and the Euros being fixed two business days prior to the Closing at
the close of business as published by the Wall Street Journal, subject to an adjustment, if
applicable, pursuant to Articles 3.2 through 3.7, the “Consideration”.
	 
	3.2	 	Adjustment of Consideration. The Consideration shall be adjusted as follows:




[ * ] =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.


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	 	 	The Consideration shall be increased by the amount by which the working capital of the
Company as at the March 31, 2006 (the “March 2006 Working Capital”) exceeds (is less
negative) than [ * ] and decreased by the amount by the Closing Date Working Capital is
less (more negative) than [ * ] (“Working Capital Adjustment”). For the avoidance of doubt
the Parties confirm and acknowledge that the Consideration will not change due to the
Working Capital Adjustment in case the Closing Date Working Capital is equal to an amount
between [ * ] and [ * ] .
	 
	3.3	 	The Seller’s good-faith estimate and projection of the March 2006 Working Capital amounts to
[ * ] , as reflected in an un-audited special purpose statement of the relevant assets and
liabilities of the Company (“Preliminary WC
Calculation”), attached hereto as
 Schedule
3.3.
	 
	3.4	 	Not later than on April 6, 2006, the Purchaser shall cause the Seller to deliver an
un-audited special purpose statement of the relevant assets and liabilities of the Company as
of March 31, 2006, prepared in accordance with the Preliminary WC Calculation (“Proposed WC
Calculation”), setting forth the amount of March 2006 Working Capital.
	 
	3.5	 	Seller and Purchaser shall endeavor to agree on a definitive March 2006 Working Capital
Calculation (“Final WC Calculation”) prepared in accordance with the Preliminary WC
Calculation, prior to the Closing Date.
	 
	3.6	 	If Seller and Purchaser fail so to agree prior to the Closing Date (which failure, however,
will not constitute a cause for postponing the Closing), the parties will agree to refer any
dispute for resolution to a reputable “Big Four” international accounting firm (other than the
existing auditors of Seller or Purchaser) appointed (i) by Seller and Purchaser or (ii) in
default of agreement on such appointment within 7 days, by the President for the time being of
the Netherlands Institute for Chartered Accountants (NIVRA). Such accounting firm shall be
instructed to render its opinion as soon as practicable and in any event within 30 days after
being instructed. In making such determination such accounting firm shall act as an expert and
not as an arbitrator and its decision shall (in the absence of manifest error) be final and
binding on the parties hereto. The expenses of such accounting firm shall be borne by the
Seller and Purchaser in proportion to the allocation of the amounts in dispute between the
Seller and Purchaser as made by such accounting firm, such that the prevailing party pays the
less proportion of the fees and expenses. The Proposed WC
Calculation shall be adjusted on the basis of such accounting firm’s resolution of such
dispute and as so adjusted shall become the Final WC Calculation.
	 
	3.7	 	After the Final WC Calculation has been agreed in accordance with Article 3.5, or has been
finally determined in accordance with Article 3.6, the Working Capital Adjustment shall to the
extent applicable be computed on the basis of the Final WC Calculation as so determined. To
the extent the amount paid by Purchaser to Seller at Closing, as computed




[ * ] =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.


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using the
Preliminary WC Calculation, differs from the Consideration as finally computed on the basis of
the Final WC Calculation, then Seller shall pay the excess to Purchaser or Purchaser shall pay
the deficiency to Seller, as the case may be, within seven Business Days after the Final WC
Calculation is finally determined, in each case with interest from the Closing Date through
the date of payment at the rate of [ * ] .



ARTICLE 4 — CONDITIONS PRECEDENT





	4.1	 	Conditions Precedent to the Obligations of Parties. The obligation of Seller and
Purchaser to affect the Closing is conditional upon fulfillment or waiver (to the extent
legally possible) by the relevant Party of the conditions precedent (“opschortende
voorwaarden”) described in articles 4.2 and 4.3 (“Conditions”).
	 
	4.2	 	Conditions to the Obligations of Seller and Purchaser. The obligation of Seller and
Purchaser to effect the Closing is conditional upon fulfillment or waiver by both Parties of
the following conditions:






	 	a.	 	Legal Requirements. No Legal Requirement shall be in
effect and no proceeding is pending or threatened in writing by a
Governmental Authority at the Closing Date which in itself, or is
reasonably and substantially likely to, prohibits or materially
restricts the consummation of the transactions contemplated by this
Agreement, or which otherwise in itself, or is reasonably and
substantially likely to, adversely affects in any material respect the
right or ability of Purchaser to own, operate or control the Company,
in whole or material part.
	 
	 	b.	 	Shareholders Approval. The Seller’s shareholders
meeting (the “Shareholders’ Meeting”) shall have given its approval to
the transactions contemplated hereby (the “Transaction”), it being
understood that a Seller’s shareholders meeting shall be convened to be
held on [ * ] to resolve on such approval;






	4.3	 	Conditions to the Obligations of Purchaser. The obligation of Purchaser to effect the
Closing is conditional upon fulfillment or waiver by the Purchaser of the following
conditions:






	 	a.	 	Representations and Warranties. The Warranties of Seller set forth
in this Agreement, or in any written statement or certificate that shall be delivered
to Purchaser by Seller under this Agreement at Closing, shall be true and correct on
and as of the date made and as of the Closing Date as if made on the date thereof,
except (i) to the extent such representation or warranty specifies an earlier date,
and (ii) where the failure of such representations and warranties to be so true and
correct would not have individually, or in the aggregate, a Material Adverse Effect,
and Purchaser shall have received a






[
* ] = 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.


5









 












	 	 	 	certificate to such effect as set forth in
Section 5.2(d) of this agreement. For the avoidance of doubt, the effecting of the
Closing by Purchaser shall not limit or otherwise affect the Purchaser’s rights under
the Warranties given by the Seller.
	 
	 	b.	 	Performance of Obligations. Seller shall have performed all
obligations and covenants (other than under Article 4.3.a) required to be performed
by it prior to the Closing Date under this Agreement and any other agreement or
document referenced herein and entered into in connection herewith.
	 
	 	c.	 	No Material Adverse Change. That during the period between the date of
this Agreement and the Closing Date, no event shall have occurred that has a Material
Adverse Effect.
	 
	 	d.	 	Legal Opinion. Baker & McKenzie Amsterdam NV has delivered its legal
opinion in relation to Seller, substantially in form of Schedule 4.3(d).






	4.4	 	Conditions to the Obligation of Seller. The obligation of Seller to effect the
Closing is conditional upon fulfillment or waiver by the Seller of the following Conditions:






	 	(a)	 	Supervisory Board approval. The Seller’s supervisory board shall have
given its final approval to the transactions contemplated hereby, it being understood
that Seller’s supervisory board has convened a meeting to be held on the Date of this
Agreement to resolve on such approval; and
	 
	 	(b)	 	Performance of Obligations. Purchaser shall have performed all
obligations and covenants required to be performed by it prior to the Closing Date
under this Agreement and any other agreement or document referenced herein and entered
into in connection herewith;
	 
	 	(c)	 	Legal Opinion. Morrison Foerster LLP has delivered its legal opinion
in relation to Purchaser, substantially in form of 
Schedule 4.4(c).






	4.5	 	Notice. If a Party becomes aware of a circumstance which will or may prevent the
fulfillment of a Condition to its obligations to effect the Closing, it will notify the other
Party thereof in writing without delay.
	 
	4.6	 	Fulfillment Date. If any of the conditions to a Party’s obligation to effect the
Closing shall for reasons other than breach by such Party of its obligations hereunder not be
fulfilled on or before April 30, 2006 then such party may at its option and without prejudice
to any of its other rights and claims (including, even if this Agreement is terminated, any
right to payment of Damages), by notifying the other Party:






	 	(a)	 	to the extent permitted by applicable law, waive the unfulfilled conditions; or




[
* ] = 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.


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	 	(b)	 	postpone Closing.






	 	 	If any Party postpones Closing, this Agreement shall apply as if the postponed Closing were
the original Closing, provided however that if Closing has not occurred by April 30, 2006,
either Party may terminate this Agreement by written notice to the other Party unless the
failure of the Closing to occur by such date is the result of a breach by the former Party
of its obligations hereunder.
	 
	4.7	 	Effect of Termination. Without prejudice to Article 4.6, if either Party terminates
this Agreement, this Agreement shall cease to have any effect, (i) except Article 13.1
(Parties’ Costs), Article 14 (Notices), Article 11 (Restriction on Announcements), Article 12
(Confidential Information) and Article 15 (Governing Law and Arbitration) which shall remain
in full force and effect, and (ii) save in respect of claims for costs, damages, compensation
or otherwise arising out of any breach of the terms of this Agreement.





ARTICLE 5 — CLOSING





	5.1	 	Time and Place of Closing. Subject to the provisions Article 4, the Closing shall
take place simultaneously at the offices of Baker & McKenzie Amsterdam N.V. and the Civil Law
Notary, at 10:00 A.M. on the 2nd Business Day following the date upon which all of the
Conditions to the obligations of the Parties to effect the Closing are satisfied or waived or
at such other place and time as shall be mutually agreed between the Parties, where all (and
not some only) of the events described in this Article 5 shall occur.
	 
	5.2	 	Seller’s Closing Obligations. At Closing, the Seller shall:






	 	(a)	 	deliver or cause to be delivered to the Purchaser evidence satisfactory to the
Purchaser of the satisfaction of the Conditions to Seller’s obligation to effect the
Closing, being a copy of the minutes of the meeting of the Supervisory Board and of the
shareholders meeting of the Seller approving the sale of the Share;
	 
	 	(b)	 	execute:






	 	(i)	 	the Notarial Transfer Deed in the form of Schedule
5.2(b)(i) attached hereto;
	 
	 	(ii)	 	the notification of the transfer of the Share to the Company
according to § 16 of the Act on Companies with Limited Liability (GmbHG), in the
form of Schedule 5.2(b) (ii) attached hereto;




[
* ] = 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.


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	 	(iii)	 	the commercial agreement, together with the further agreements
and documents referred to therein (jointly the “Commercial Agreement”), in the
form of Schedule 5.2 (b) (iii) attached hereto;
	 
	 	(iv)	 	the agreement with regard to employee and management
participation plan (the “EMPP Agreement”), in the form of Schedule 5.2 (b)
(iv) attached hereto;






	 	(c)	 	cause a managing director of the Company to submit the new list of shareholders
to the commercial register pursuant to § 40 GmbHG;
	 
	 	(d)	 	deliver a certificate executed on behalf of Seller by its managing director,
certifying to the matters set forth in section 4.3 (a), (b) and (c).






	5.3	 	Purchaser’s Closing Obligations. At Closing, the Purchaser shall:






	 	(a)	 	pay the Consideration on the Notary Account, such that the relevant amount
shall have arrived at the Notary Account with a value date not being later than the
Closing Date;
	 
	 	(b)	 	cause the Company to repay all of its debts to Seller (the “Seller Debts”),
the principal amount of which is [ * ] which the Seller agrees will be satisfaction
in full of all the Seller Debts, and to the extent necessary make available to the
Company sufficient funds in order to enable the Company to repay such debts, the
amount of which repayment shall be paid on the Notary Account, such that the relevant
amount shall have arrived at the Notary Account with a value date not being later
than the Closing Date;
	 
	 	(c)	 	(cause to) execute:






	 	(i)	 	the Funds Flow Letter thus authorizing the release of the
Consideration and the amount in relation to the debts repayment by the Company
from the Notary Account to such bank account{s} designated by the Seller;
	 
	 	(ii)	 	the Notarial Transfer Deed;
	 
	 	(iii)	 	the Commercial Agreement;
	 
	 	(iv)	 	the EMPP Agreement;
	 
	 	(v)	 	the waiver agreements entered into between (i) Purchaser and the
Company’s management personnel, in the form of Schedule 5.3(c)(v)(i)
attached hereto and (ii) Purchaser and the Company, in the form of Schedule
5.3(c)(v)(ii) attached hereto ;




[
* ] = 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.


8









 












	 	(d)	 	deliver a certificate executed on behalf of Purchaser by its Chief Executive
Officer or Chief Financial Officer, certifying to the matters set forth in sections
4.4 (a), (b) or (c).






	5.4	 	Non-Compliance. If the Seller or Purchaser fails to perform any action required from
it under Article 5.2 and 5.3, the other Party may, at its option and without prejudice to any
of its other rights and claims (including, also if this Agreement is terminated, any right to
payment of damages):






	 	(a)	 	demand that the defaulting Party performs the relevant actions on a day and
at a time to be determined by the non-defaulting Party; or
	 
	 	(b)	 	terminate this Agreement by written notice (without any liability towards the
defaulting Party).






If either Party terminates this Agreement pursuant to this Article 5.4, Article 4.7 shall
apply mutatis mutandis.



ARTICLE
6 — ACTION BEFORE CLOSING





	6.1	 	Conduct of Business. From the date of this Agreement until the Closing Date, Seller shall
use its commercially reasonable efforts in order to cause the Company to be operated only in
the ordinary course of business and in a manner consistent with past practice, and that the
Company shall preserve substantially intact the business organization of Company, to keep
available the services of the current officers, employees and consultants of Company and to
preserve the current relationships of Company with customers, partners, suppliers and other
persons with which Seller has significant business relations. Seller shall promptly notify
Purchaser of any event or occurrence not in the ordinary course of business of Company, and
any event of which it is aware which reasonably would be expected to have a Material Adverse
Effect on the Company (even if the likelihood of such event has previously been disclosed or
could result from any item set forth in the Disclosure Letter). Without limiting the
generality of the foregoing, except as expressly contemplated by this Agreement or disclosed
in the Disclosure Letter, Seller shall not, from the date of this Agreement until the
Closing Date, directly or indirectly, cause, or permit the Company to do any of the
following without the prior written consent of Purchaser:




[
* ] = 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.


9









 












	 	(i)	 	amend its articles of association or other constitutional documents;
	 
	 	(ii)	 	issue, sell, or dispose of any shares in its capital, any options, warrants or
rights of any kind to acquire any shares in its capital or any securities which are
convertible into or exchangeable for any shares in its capital;
	 
	 	(iii)	 	split, combine or reclassify any shares in its capital, declare, set aside or
pay any dividend or other distribution (whether in cash, stock or property or any
combination thereof) in respect of any shares in its capital, or redeem or otherwise
acquire any shares in its capital;
	 
	 	(iv)	 	create, incur, or guarantee long-term indebtedness for borrowed money or
short-term indebtedness for borrowed money which in the aggregate exceeds Euro
50,000.—;
	 
	 	(v)	 	mortgage or encumber any of its assets or properties which are material to the
Company;
	 
	 	(vi)	 	enter into any commitment or transaction not in the ordinary course of
business;
	 
	 	(vii)	 	terminate any employees or grant severance or termination pay to any director,
officer, employee or consultant;
	 
	 	(viii)	 	enter into any transaction with its officers, directors or stockholders or their
Affiliates;
	 
	 	(ix)	 	mend or otherwise modify the material terms of any material contract of Company
or Governmental Approval;
	 
	 	(x)	 	other than pursuant to the Commercial Agreement, Transfer to any person or
entity any rights to Company’s Intellectual Property Rights;
	 
	 	(xi)	 	sell, lease, license or otherwise dispose of any of Company’s assets outside of
the ordinary course of business;
	 
	 	(xii)	 	Commence a legal proceeding other than for the routine collection of bills or
in connection with routine labor (employee dismissal) disputes;




[
* ] = 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.


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	 	(xiii)	 	Acquire or agree to acquire by merging, consolidating or entering into a joint
venture arrangement with, or by purchasing a substantial portion of the assets of, or
by any other manner, any business or any corporation, partnership, association or other
business organization or division thereof, or otherwise acquire or agree to acquire any
assets which are material, individually or in the aggregate, to the financial
condition, results of operations, business or properties of Company taken as a whole;
	 
	 	(xiv)	 	adopt, amend or terminate any employee benefit plans, programs, policies or
other arrangements, or enter into any employment contract, pay any special bonus or
special remuneration to any director, employee or consultant, or increase the salaries,
bonuses or wage rates of its directors, officers, or employees;
	 
	 	(xv)	 	revalue any of its assets, including writing down the value of inventory or
writing off notes or accounts receivable other than in the ordinary course of business
and consistent with past practice;
	 
	 	(xvi)	 	pay, discharge or satisfy any Liability, other than the payment, discharge or
satisfaction of obligations in the ordinary course of business or liabilities reflected
or reserved against in the Financial Statements;
	 
	 	(xvii)	 	make any material tax election other than in the ordinary course of business and
consistent with past practice, change any material tax election, adopt any material tax
accounting method other than in the ordinary course of business and consistent with
past practice, change any material tax accounting method, file any material tax return
(other than any estimated tax returns, payroll tax returns or sales tax returns) or any
amendment to a material tax return, enter into any closing agreement, settle any tax
claim or assessment, or consent to any extension or waiver of the limitation period,
applicable to any tax claim or assessment;
	 
	 	(xviii)	 	fail to pay or otherwise satisfy its monetary obligations as they become due, except
such as are being contested in good faith;
	 
	 	(xix)	 	forgive any indebtedness owed to Company;
	 
	 	(xx)	 	cancel, materially amend or renew any insurance policy other than in the
ordinary course of business;




[
* ] = 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.


11









 












	 	(xxi)	 	take any action or intentionally fail to take any action that would cause a
Material Adverse Effect; or
	 
	 	(xxii)	 	enter into any contract or agree, in writing or otherwise, to take any of the actions
described above in this Section 6.1, or any action that would make any of its
representations or warranties contained in this Agreement untrue or incorrect in any
material respect or prevent it from performing or cause it not to perform its covenants
hereunder.






	6.2	 	Certain Notifications. Seller shall give prompt notice to Purchaser, and Purchaser
shall give prompt notice to Seller, of:






	 	(i)	 	the occurrence or non-occurrence of any event, the occurrence or non-occurrence
of which reasonably could be expected to cause any representation or warranty of such
party contained in this Agreement to be untrue or inaccurate in any material respect at
or prior to the Closing Date, and
	 
	 	(ii)	 	any failure of Seller or Purchaser, as the case may be, to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by it
hereunder; provided, that the delivery of any notice pursuant to this
Section 6.2 shall not limit or otherwise affect any remedies available to the
party receiving such notice.






	6.3	 	Access to Information. From the date of this Agreement until the Closing Date, upon
reasonable notice, Seller shall cause the Company to cooperate with Purchaser in the
development of integration plans for implementation by Purchaser following the Closing, and in
connection therewith give Purchaser, upon its reasonable request, access to Company’s
buildings, offices, and other facilities, and to its books and records, whether located on the
Company’s premises or at another location; provided, that no investigation pursuant to
this Section 6.3 shall affect or be deemed to modify any representation or warranty
made by Seller or Buyer herein.






	6.4	 	Consents. Seller will use best efforts to obtain prior to Closing all Consents from
Governmental Authorities. At the request of Seller, Purchaser shall provide Seller with such
assistance and information as is reasonably requested by Seller to obtain such Consents. Any
costs incurred in obtaining the Consents shall be borne by the Seller.




[
* ] = 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.


12









 












	6.5	 	Best Efforts. From the date of this Agreement until the Closing, each of Seller and
Purchaser shall use their respective best efforts to cause to be fulfilled and satisfied all
of the other party’s conditions to Closing set forth in Article 4.
	 
	6.6	 	Shareholders’ Meeting. The Seller, acting through its management board and/or
supervisory board, shall, subject to and according to applicable law and its articles of
incorporation, promptly and duly call, give notice of, convene and hold as soon as practicable
to ensure obtaining requisite shareholder approval following the date hereof, the
Shareholders’ Meeting for the purpose of voting to approve and adopt the Transaction (the
“Seller Voting Proposal”). The board of directors of the Seller shall, subject to the
fiduciary duties of the management board and supervisory board of the Seller under applicable
Law, (i) recommend approval and adoption of the Seller Voting Proposal by the stockholders of
the Seller and include in the related Shareholder Circular to the stockholders of the Company
such recommendation and (ii) take all reasonable and lawful action to solicit and obtain such
approval and take all other action necessary or advisable to secure the vote or consent of the
Seller’s stockholders required by Netherlands Law or applicable Frankfurt Exchange
requirements to obtain such approval. The Seller represents that the Seller stockholder vote
required for the approval of the Seller Voting
Proposal shall be a majority of the outstanding shares of Seller Common Stock on the record
date for the Shareholders’ Meeting.
	 
	6.7	 	Seller Debts. Prior to the Closing Date, Seller has taken all legal actions and has
executed all documents and certificates and has made such filings with any applicable
Governmental Authorities, so that (i) any obligations of the Company to Seller under the
Seller Debts have been terminated and extinguished in full, and (ii) any legal rights that
Seller has with respect to the Company relating to such Seller Debts have been terminated and
extinguished in full, including without limitation any the removal of any Liens or
Encumbrances Seller may have in connection therewith.





ARTICLE 7 — REPRESENTATIONS AND WARRANTIES 





	7.1	 	Warranties. The Seller represents, warrants and undertakes (“verklaart, staat er voor
in en garandeert") to the Purchaser that each of the representations and warranties relating
to the Company as set forth in Schedule 7.1 (“Warranties”) is at the date of this
Agreement and as of the Closing Date true and accurate.
	 
	 	 	The Purchaser acknowledges and agrees that:






	 	a.	 	the Warranties are the only representations, warranties or other assurances of
any kind in relation to the Share, the Company and its business and its assets and
liabilities given or made by or on behalf of the Seller on which the Purchaser may rely
(and has relied upon) in entering into this Agreement. The Purchaser acknowledges that
no




[
* ] = 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.


13









 












	 	 	 	representations or warranties, express or implied, have been or are given in
relation thereto other than the Warranties;
	 
	 	b.	 	unless expressly and explicitly provided for in other provision of this
Agreement, no forward-looking statement, projection, promise, forecast or estimate
(whether oral or in writing) made by or on behalf of the Seller or the Company shall
form a basis of any claim by the Purchaser in connection with this Agreement;
	 
	 	c.	 	unless expressly and explicitly provided for in other provision of this
Agreement, the Seller makes no representation nor any warranty, nor accepts any duty of
care in relation to the Purchaser as to the accuracy or completeness of information
insofar as it concerns projections, forecasts, estimates, statements of intent or
statements of opinion howsoever provided to the Purchaser, whether contained in
presentations, information memoranda, in the information disclosed to it or otherwise;
	 
	 	d.	 	at the time of entering into this Agreement it is not aware of any matter or
thing which constitutes a Breach of the Warranties.






	7.2	 	Disclosures. The Warranties are limited by, and the Seller shall not be in Breach in
respect of, any specific exceptions and qualifications to the Warranties set forth or referred
to in the
Disclosure Letter attached hereto as Schedule 7.2.
	 
	7.3	 	Seller’s Warranties. The Seller represents and warrants that each of the
representations and warranties relating to the Seller as set forth in Schedule 7.3
(“Seller’s Warranties”) is at the date of this Agreement and as of the Closing Date true and
accurate.
	 
	7.4	 	Purchaser’s Warranties. The Purchaser represents and warrants that each of the
representations and warranties relating to the Purchaser as set forth in Schedule 7.4
(“Purchaser’s Warranties”) is at the date of this Agreement and as of the Closing Date true
and accurate.
	 
	7.5	 	Seller Additional Agreement. Seller hereby agrees to the representations,
warranties, covenants and agreements set forth in Schedule 7.5.





ARTICLE 8 — REMEDIES FOR BREACHES 





	8.1	 	Remedies. In the event of a breach of any of the Warranties given by the Seller
(“Breach") or in the event of a default in the compliance by Seller of any other obligations
under this Agreement (“Default"), the Seller shall reimburse and hold harmless the Purchaser
for all direct Damages suffered by the Purchaser as a result of such Breach or Default,
subject to the provisions of Article 8.3 through 8.5, and it furthermore being understood that
the Seller shall in no event be liable towards the Purchaser for any Damages suffered or
incurred by the Purchaser as a result of any breach by the Seller under this Agreement or
otherwise:




[
* ] = 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.


14









 












	 	1.	 	to the extent that Damages include any derived, punitive, special, indirect,
incidental damages or any consequential damages, including but not limited to damage to
reputation and goodwill, loss of profits (actual, anticipated or otherwise) or savings
or expected future business of any of the Company or the Purchaser;
	 
	 	2.	 	if and to the extent that the matter giving rise to a Breach or Damages results
in an adjustment of the Purchase Price or has been taken into account in calculating
and deciding on the Purchase Price or any part thereof;
	 
	 	3.	 	to the extent that a claim is based upon a liability that is contingent only,
except to the extent that such contingent liability has resulted in Damages to
Purchaser;
	 
	 	4.	 	to the extent that a claim relates to any Damages which are recovered by the
Purchaser or the Company from its insurers, provided, however, that any rights an
insurer may have to be subrogated to the rights of Purchaser shall be preserved;
	 
	 	5.	 	if and to the extent that such Damages have been recovered by the Purchaser or
the Company from any third party, whereby the person so entitled shall use its
reasonable commercial efforts to recover that sum, shall be repaid to the Seller;
	 
	 	6.	 	if and to the extent that Damages relate to any matter included as a liability
in the Financial Statements and/or are covered by means of a reserve or provision in
the Financial Statements;
	 
	 	7.	 	if and to the extent that any Damages result from the failure by the Purchaser
or the Company to ensure that all reasonable steps are taken to prevent or mitigate any
Damages that could give rise to a claim;
	 
	 	8.	 	if and to the extent that the act, omission, event, circumstance or Breach
giving rise to such Damages was disclosed to the Purchaser in the Agreement and/or the
Disclosure Letter;
	 
	 	9.	 	to the extent that Damages or the liability therefore occurs or is increased as
a result of (i) changes in any legislation or regulations, or (ii) any legislation or
regulations or other action of any governmental authority not in force on the date
hereof, or (iii) any change in case-law after the such date.






	 	 	The Purchaser shall not be entitled to recover from the Seller more than once in respect of
any one matter even if more than one Warranty is breached. Any payment made by the Seller in
respect of a Breach or Default shall be deemed to be a reduction of the Consideration that
the Seller has received hereunder. To the extent any applicable law would entitle the
Purchaser to enforce additional rights against the Seller with respect to this Agreement
other than the ones explicitly granted to Purchaser herein, including but not limited to any
rights to rescind or cancel this Agreement (other than in the absence of fraud or
intentional misstatements), Parties hereby exclude such rights, and to the extent such
rights are incapable of being excluded the Purchaser hereby waives such rights, which waiver
is hereby accepted by the Seller.
	 
	8.2	 	Breaches of Seller’s Warranties and Purchaser’s Warranties. In the event of a breach
of any of the Seller’s Warranties or the Purchaser’s Warranties, covenants, or other




[
* ] = 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.


15









 












	 	 	agreements in this Agreement, the Party in breach shall reimburse and hold harmless the other
Party for all Damages suffered by such Party.
	 
	8.3	 	Survival. All
Warranties shall
survive the Closing
Date for 18 months,
except for fraud or
intentional
misstatements.
All such Warranties shall expire after said 18 months period, except for Claims asserted by the Purchaser prior to such date.
	 
	8.4	 	Threshold.






	 	(a)	 	The Purchaser shall not be entitled to seek indemnification for any individual
Claim unless the amount of Damages relating to such Claim exceeds [ * ] , and until the
aggregate amount of all indemnifiable Claims exceeds [ * ] and then the Purchaser
shall be entitled to recover all Claims in excess of the above amount.
	 
	 	(b)	 	None of the thresholds set forth in Article 8.4(a) shall apply to fraud,
intentional Breaches and Defaults, or to the provisions set forth in Article 7.5 and
Schedule 7.5.
	 
	 	(c)	 	For purposes of this Article 8.4, the existence and extent of any Breach shall
be determined by reading the relevant Warranties as if all materiality standards
contained in such Warranties (i.e. without reference to the qualifier “material,”
“materially,” “in all material respects,” in any material respect,” “material adverse
effect” or similar qualifiers), have been deleted from such representation and warranty
in its entirety.
	 
	 	(d)	 	Limitation of Liability. The aggregate amount to which the Purchaser
shall be subject pursuant to this indemnification provision shall be limited to [ * ] ,
except that such limit will not apply in case of any of the following (and any payments
by Seller to Purchaser relating to the following):






	 	a.	 	fraud or intentional misstatements by Seller;
	 
	 	b.	 	breaches of Seller’s covenants or other agreement in this
Agreement;
	 
	 	c.	 	any breach relating to the matters set forth in Article 7.5 and
Schedule 7.5.






	8.5	 	Claim Procedure.






	 	(a)	 	The Purchaser shall give the Seller written notice (“Indemnification Notice”)
of any facts and the circumstances giving rise to a Claim promptly after the Purchaser
becoming aware of the facts and circumstances giving rise to such Claim, but the
failure to notify the Seller will not relieve the Seller of any liability that it may
have




[
* ] = 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.


16









 












	 	 	 	to Purchaser, except to the extent that the Seller demonstrates that the defense
of such action is prejudiced by the Purchaser’s failure to give such notice.
	 
	 	(b)	 	If the Claim relates to a claim or the commencement of an action or
proceeding (a “Proceeding”) by a Third Party against the Company and/or the Purchaser,
then the Seller shall have, upon request within 20 business days after receipt of the
Indemnification Notice, the right to defend, at its own expense and by its own counsel
(and such counsel reasonably satisfactory to Purchaser), any such matter involving the
asserted liability of the Company and/or the Purchaser. If the Seller assumes the
defense of such a Claim, no compromise or settlement of such Claim may be effected by
the Seller without the Purchaser’s consent (which may not be unreasonably withheld)
unless (i) the sole relief provided is monetary damages that
are paid in full by Seller, and (ii) the Purchaser will have no liability with
respect to any compromise or settlement of such Claim effected without its consent.
Notwithstanding the foregoing, if Purchaser determines in good faith that there is a
reasonable probability that a Proceeding may adversely affect it or its affiliates
(other than as a result of monetary damages for which it would be entitled to
indemnification under this Agreement), the Purchaser may, by notice to the Seller
assume the exclusive right to defend, compromise or settle such Proceeding, but the
Seller will not be bound by and determination of a Proceeding so defended or any
compromise or settlement effected without its consent (which may not be unreasonably
withheld).
	 
	 	(c)	 	If the Claim does not relate to a claim or the commencement of a Proceeding by
a Third Party, the Seller shall have 20 business days after receipt of the
Indemnification Notice during which it shall have the right to object to the subject
matter and the amount of the Claim set forth in the Indemnification Notice by
delivering written notice thereof to the Purchaser. If the Seller sends notice to the
Purchaser objecting to the matters set forth in the Indemnification Notice, the Seller
and the Purchaser shall use their best efforts to settle the Claim. If the Seller and
the Purchaser are unable to settle the Claim, the matter shall be resolved in the
manner set forth in Article 15 of this Agreement.
	 
	 	(d)	 	The provisions of sections 8.5 shall not apply to the provisions set forth in
Article 7.5 and Schedule 7.5.





ARTICLE 9 — OTHER CONVENANTS





Undertaking Seller vis-à-vis the Company. The Purchaser confirms and acknowledges
that it is aware that the Company shall require further funding in order to continue its


[
* ] = 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.


17









 






operations in the future, and that the Purchaser’s commitment to provide funding to the
Company as soon as practicably possible after Closing in order to allow the Company to
continue its operations for at least twelve months has been a key element for the Seller in
entering into this Agreement under the terms and conditions as set forth herein.



ARTICLE 10 — ACCESS TO INFORMATION





Access. After the Closing Date, the Purchaser shall procure that the Seller and any
persons authorized by it will be given – for as long required by Seller to fulfill its legal
obligations — all such information relating to the Company and such access (at reasonable
times and with sufficient reasonable advance notice) to the premises and all books, records,
accounts and
other documentation of the Company as the Seller may reasonably request in order to file any
tax returns or otherwise comply with any provisions of law to which it is bound and be
permitted to take copies of any such books, records, accounts and other documentation and
that the officers and employees of the Company shall be instructed to give promptly all such
information and explanations to any such persons as aforesaid as may be requested by it or
them.



ARTICLE 11 — RESTRICTIONS ON ANNOUNCEMENTS





	11.1	 	The Parties undertake that upon the execution of this Agreement their public statements in
the form of Schedule 11.1 attached will be issued to conform with the rules applicable
to the Parties due to their listings at the Frankfurt (Seller) and NASDAQ (Purchaser) stock
exchanges.
	 
	11.2	 	Each of the Parties hereto undertake that prior to Closing and thereafter it will not (save
as mentioned in Article 11.1 or required by law) make any announcement in connection with this
Agreement, unless the other Party hereto shall have given its written consent to such
announcement (which consent may not be unreasonably withheld and may be given either generally
or in a specific case or cases and may be subject to conditions).





ARTICLE 12 — CONFIDENTIAL INFORMATION





	12.1	 	Non-disclosure. The Parties undertake that they shall treat as strictly confidential
all Confidential Information received or obtained by them or their employees, agents or
advisers as a result of entering into or performing this Agreement including information
relating to the provisions of this Agreement, the negotiations leading up to this Agreement,
the subject matter of this Agreement or the business or affairs of each of the Parties or any
member of their group, and subject to the provisions of Article 12.2 that they will not at any
time hereafter make use of or disclose or divulge to any person any such Confidential
Information




[
* ] = 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.


18









 












	 	 	and shall use their best endeavors to prevent the publication or disclosure of any
such information. In addition, from and after Closing, Seller shall treat as confidential all
information relating to the Company, as if such information had been disclosed to Seller by
Purchaser pursuant to the confidentiality and standstill agreement dated as of March 10, 2006.
	 
	12.2	 	Exceptions. The restrictions contained in Article 12.1 shall not apply so as to
prevent the Parties from making any disclosure required by law or by any securities exchange
or supervisory or regulatory or governmental body pursuant to rules to which the relevant
Party is subject or from making any disclosure to any professional adviser for the purposes of
obtaining advice (provided always that the provisions of this Article shall apply to and the
Parties shall procure that they apply to, and are observed in relation to, the use or
disclosure by such professional adviser of the information provided to him) nor shall the
restrictions apply in respect of any information which comes into the public domain
otherwise than by a breach of this Article by the Parties.





ARTICLE 13 — MISCELLANEOUS





	13.1	 	Parties’ Costs. Each Party to this Agreement shall pay its own costs and
disbursements of and incidental to this Agreement and the sale and purchase of the Share,
provided that all costs associated with the Notarial Transfer Deed shall be borne by the
Purchaser.
	 
	13.2	 	Waiver. No failure or delay by the Purchaser in exercising any right, power or
remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of the same preclude any further exercise thereof or the exercise of any other right,
power or remedy. Without limiting the foregoing, no waiver by the Purchaser of any breach by
the Seller of any provision hereof shall be deemed to be a waiver of any subsequent breach of
that or any other provision hereof.
	 
	13.3	 	Assignment. The Seller and the Purchaser may not assign this Agreement
(“contractsoverneming”) or assign or encumber its rights there under, without the prior
written consent of the other Party, which shall not be unreasonably withheld. Subject to the
preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure
to the benefit of the successors and permitted assigns of the Parties, pursuant to a merger,
de-merger, acquisition, sale of substantially all the assets or other type of reorganization.
Nothing expressed or referred to in the Agreement will be construed to give any Person other
than the parties to this Agreement any legal or equitable right, remedy, or claim under or
with respect to this Agreement or any provision of this Agreement.
	 
	13.4	 	Entire Agreement. This Agreement (together with any documents referred to herein or
executed contemporaneously or at Closing by the Parties in connection herewith)




[
* ] = 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.


19









 












	 	 	constitutes
the whole agreement between the Parties and supersedes any previous agreements or arrangements
between them relating to the subject matter of this Agreement (including without limitation
that certain Letter of Intent entered into between the parties, effective as of March 10, 2006
relating to the subject matter of this Agreement) and it is expressly declared that no
variations of this Agreement shall be effective unless made in writing and executed by the
Parties.
	 
	13.5	 	Continuity of obligations. All the provisions of this Agreement shall remain in full
force and effect notwithstanding Closing (except insofar as they set out obligations that have
been fully performed at Closing).
	 
	13.6	 	Severability. If any provision or part of a provision of this Agreement shall be, or
be found by any authority or court of competent jurisdiction to be, invalid or unenforceable,
such invalidity or unenforceability shall not affect the other provisions or parts of such
provisions of this Agreement, all of which shall remain in full force and effect.
	 
	13.7	 	Further acts. Upon and after Closing the Seller shall do and execute or cause to be
done and executed all such further acts, deeds, documents and things as may be necessary to
give effect to the terms of this Agreement.
	 
	13.8	 	Interpretation. This Agreement shall constitute an allocation of risks between the
parties. The Parties deem the security they may derive from the provisions of this Agreement
essential.
	 
	13.9	 	Third Party Beneficiary Rights. Unless this Agreement explicitly provides otherwise,
it contains no stipulations for the benefit of a Third Party which could be invoked by a Third
Party against a Party.
	 
	13.10	 	Counterparts. The Agreement may be entered into in any number of counterparts, all
of which taken together shall constitute one and the same instrument. Any Party may enter into
this Agreement by signing any such counterpart.





ARTICLE 14 — NOTICES 





Notices. Each notice, demand or other communication given or made under this
Agreement shall be in writing and delivered or sent to the relevant Party at its address or
fax number set out below (or such other address or fax number as the addressee has by 5
days’ prior written notice specified to the other Parties):


[
* ] = 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.


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	To the Purchaser:	 	Dynavax Technologies Corporation
	 

	 	Address:
	 	2929 Seventh Street, Suite 100,
	 

	 	 	 	Berkeley, CA 94710, USA
	 

	 	Telephone No:
	 	+1 (510) 848 5100
	 

	 	[ * ]	 	 
	 

	 	Attention:
	 	Chief Financial Officer
	 
	 	 	 	 
	With a copy to:	 	Morrison & Foerster LLP
	 

	 	Address:
	 	425 Market Street, 33rd Floor
	 

	 	 	 	San Franciso, CA 94131, USA
	 

	 	[ * ]	 	 
	 

	 	No:	 	 
	 

	 	[ * ]	 	 
	 

	 	Attention:
	 	John W. Campbell III
	 
	 	 	 	 
	To the Seller:	 	Rhein Biotech N.V.
	 

	 	Address:
	 	Oude Maasstraat 47,
	 

	 	 	 	6229 BC Maastricht, the Netherlands
	 

	 	[ * ]	 	 
	 

	 	No:	 	 
	 

	 	[ * ]	 	 
	 

	 	Attention:
	 	Managing Director
	 
	 	 	 	 
	With a copy to:	 	Baker & McKenzie Amsterdam NV
	 

	 	Address:
	 	Leidseplein 29
	 

	 	 	 	1017 PS Amsterdam, the Netherlands
	 

	 	[ * ]	 	 
	 

	 	No:	 	 
	 

	 	[ * ] No:	 	 
	 

	 	Attention:
	 	Edwin T.H. Liem







Any notice, demand or other communication so addressed to the relevant Party shall be deemed
to have been delivered (a) if given or made by letter, when actually delivered to the
relevant address; and (b) if given or made by fax, when dispatched. The Parties shall, as
soon as possible after the contact details of such party have changed, inform the other
Parties thereof. Failure to inform the other Parties of such change, as well as any adverse
consequences thereof, shall be for the sole account of such defaulting Party.



ARTICLE 15 — GOVERNING LAW AND ARBITRATION 



[
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


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	15.1	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of [ * ] .
	 
	15.2	 	Arbitration. All disputes arising in connection with this Agreement, or further
agreements or contracts resulting thereof, shall be finally settled in accordance with the
Arbitration [ * ] . The arbitral tribunal shall be composed of three arbitrators. The place of
arbitration shall be [ * ] . The arbitral procedure shall be conducted in the English
language. The arbitral tribunal shall decide according to the rules of law (“naar de regelen
des rechts”). Consolidation of the arbitral proceedings with other arbitral proceedings
pending in [ * ] , as provided in [ * ] is excluded.




[
* ] =  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.


22









 










IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.




Purchaser:




for and on behalf of DYNAVAX TECHNOLOGIES CORPORATION




	 	 	 	 	 	 	 	 	 	 	 
	/s/ Dino Dina	 	 	 	 	 	blank
	 	 
	By:

	 	Dino Dina
	 	 	 	By:
	 	blank	 	 
	Title:

	 	CEO
	 	 	 	Title:
	 	blank	 	 






Seller:




for and on behalf of RHEIN BIOTECH N.V.




	 	 	 	 	 	 	 	 	 	 	 
	/s/ C.P.E. Moonen
	 	 	 	/s/ P.G.J. Heijmanns
	 	 
	By:

	 	C.P.E. Moonen
	 	 	 	By:
	 	P.G.J. Heijmanns	 	 
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Managing Director	 	 






[
* ] =  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.


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SCHEDULE 1.1




DEFINITIONS




1. Definitions




	 	 	 	 	 
	 

	 	“Act”
	 	Means the Federal Food Drug and Cosmetics Act in the
U.S., its implementing regulations and FDA
guidances, and all counterparts outside the U.S. to
each of the foregoing, including International
Conference on Harmonization guidelines.
	 
	 	 	 	 
	 

	 	“Agreement”
	 	Means this share sale and purchase agreement,
including all schedule and annexes thereto;
	 
	 	 	 	 
	 

	 	“Affiliate”
	 	Means, with respect to a company, (i) any Person
(directly or indirectly) in Control of such company,
(ii) any Person (directly or indirectly) under
Control by such company or (iii) any Person
(directly or indirectly) under common Control with
such company, and (iv) any “Affiliate” of a natural
person (directly or indirectly) in Control of such
company; for the purposes of this definition with
respect to any natural person “Affiliate” means (x)
the spouse of such natural person, (y) any other
natural person related to such first-mentioned
natural person, or such first-mentioned natural
person’s spouse or registered partner, by blood or
marriage in the third degree or closer;
	 
	 	 	 	 
	 

	 	“Berna Agreement”
	 	Means that certain License and Supply Agreement
between the Purchaser and Berna Biotech AG dated
October 28, 2003.
	 
	 	 	 	 
	 

	 	“Breach”
	 	Has the meaning ascribed to it in Article 8.1;
	 
	 	 	 	 
	 

	 	“Business Day”
	 	Means any day on which the banks are not required or
authorized to be closed for business in The
Netherlands, excluding Saturdays and Sundays;
	 
	 	 	 	 
	 

	 	“Civil Law Notary”
	 	Means the civil law notary who shall execute the
Notarial Transfer Deed;
	 
	 	 	 	 
	 

	 	“Claim”
	 	any notice provided under the notice provisions of
the Agreement pursuant to which either party asserts
a claim under Article 8;





[ * ] = 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.



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	 	“Clinical Data”
	 	Means all laboratory, analytical, pre-clinical and
clinical data prepared by, for or on behalf of
Company or its Affiliates or in Company’s and/or its
Affiliates’ or suppliers’ or distributors’
possession in any form, or to which any of them has
rights, which data is with respect to hepatitis B
surface antigen or any Product.
	 
	 	 	 	 
	 

	 	“Closing”
	 	Means completion of the sale and purchase of the
Shares as specified in Article 4;
	 
	 	 	 	 
	 

	 	“Closing Date”
	 	Means the date on which the Closing occurs;
	 
	 	 	 	 
	 

	 	“Closing Date Working Capital”
	 	Has the meaning ascribed to it in Article 3.2
	 
	 	 	 	 
	 

	 	“Commercial Agreement”
	 	Means the agreement setting forth certain commercial
arrangements between the Seller on the one hand and
the Company and the Purchaser, on the other hand;
	 
	 	 	 	 
	 

	 	“Company”
	 	Has the meaning ascribed to it in the Recitals, and
shall also be deemed to include Novovacs BV for
purposes of the Company Warranties set forth in
Schedule 7.1.
	 
	 	 	 	 
	 

	 	“Conditions”
	 	Has the meaning ascribed to it in Article 4.1;
	 
	 	 	 	 
	 

	 	“Confidential Information”
	 	Means any and all data and information relating to
the Company and/or to the business and affairs of a
Party that may be provided, orally, in writing or
digitally, to the other Party that is marked or
expressly stated as being “confidential”;
	 
	 	 	 	 
	 

	 	“Contract”
	 	Means any agreement, contract, consensual
obligation, promise, understanding, arrangement,
commitment or undertaking of any nature (whether
written or oral and whether express or implied),
whether or not legally binding.
	 
	 	 	 	 
	 

	 	“Control”
	 	Person or Persons (each a “controller”) shall be
taken to have Control of another Person (“the
controlled person”) if one or more of the
controllers, whether by law or in fact has, or is
entitled to acquire, the right or the power to
secure whether directly or indirectly, that the
controlled person’s affairs are conducted in
accordance with the wishes of the controller and in
particular, but without prejudice to the generality
of the foregoing, if one or more of the controllers
holds:





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	 	(i)	 	the greater part of the share capital of the
controlled person or of the voting rights attaching
to the controlled person’s shares; or
	 
	 	(ii)	 	the power to control the composition of any
board of directors or governing body of the
controlled person;






	 	 	 	For the purposes of the foregoing and without
limitation there shall be attributed to any
controller:






	 	(i)	 	any rights or powers which another Person
possesses on his behalf or is or may be required to
exercise on his direction or behalf; and
	 
	 	(ii)	 	all rights and powers of any body corporate of
which any controller alone or together with another
or other controllers has control or of any two or
more such bodies corporate;





	 	 	 	 	 
	 

	 	“Consideration”
	 	Has the meaning ascribed to it in Article 3.1;
	 
	 	 	 	 
	 

	 	“Damages”
	 	Has the meaning of damages (schade) as defined in [
* ] , subject to any limitations set forth in the
Agreement;
	 
	 	 	 	 
	 

	 	“DCC”
	 	Means the [ * ] ;
	 
	 	 	 	 
	 

	 	“Default”
	 	Has the meaning ascribed to it in Article 8.1;
	 
	 	 	 	 
	 

	 	“Disclosure Letter”
	 	Means the disclosure from the Seller to the
Purchaser disclosing information constituting
exceptions to the Warranties;
	 
	 	 	 	 
	 

	 	“Encumbrance”
	 	Means any mortgage, assignment of receivables,
debenture, lien, charge, pledge, title retention,
right to acquire, security interest, option, right
of first refusal, pre-emption righ, usufruct
(“vruchtgebruik”) or limited right (beperkt recht)
and any other encumbrance, attachment (“beslag”) or
condition whatsoever;
	 
	 	 	 	 
	 

	 	“EMPP Agreement”
	 	Has the meaning ascribed to it in Article 5.2(b) (iv)
	 
	 	 	 	 
	 

	 	“Environment”
	 	Means any ambient workplace or indoor air, surface
water, drinking water supply, groundwater, land
surface or subsurface strata, river sediment and
buildings, structures and fixtures.
	 
	 	 	 	 
	 

	 	“Environmental Claim”
	 	Means any Action, or demand from any Governmental





[ * ] = 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.



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	 	 	 	Entity or any Person alleging Liability under
Environmental Law, resulting from or based upon:
	 

	 	 	 	(a) the failure to comply with Environmental Law;
(b) the failure to comply with any Environmental
Permit; (c) the presence in the Environment or
Release of, or human exposure to, any Regulated
Substance or any other substance, material or waste
alleged to be toxic, hazardous or dangerous; or (d)
the obligation to conduct any Remedial Action.
	 
	 	 	 	 
	 

	 	“Environmental Contamination”
	 	Means (i) the pollution of the soil (schädliche
Bodenverunreinigung) within the meaning of Section 2
para. 3 Federal Soil Protection Act
(Bundesbodenschutzgesetz), (ii) the pollution or
contamination of, or the presence of Regulated
Substances (Schadstoffe), or (iii) the pollution or
contamination by or the presence of Regulated
Substances (Schadstoffe) in the ground water or
surface water beneath or on real property, provided,
however, that in each case such Environmental
Contamination existed at, or prior to, the Closing
Date.
	 
	 	 	 	 
	 

	 	“Environmental Matters”
	 	Means:


(i) the disposal, release, spillage, deposit,
escape, discharge, leak or emission of, contact with
and/or exposure of any person or the environment to
Regulated Substances or waste;
(ii) the creation of any odocer, emissions to air,
noise, vibration, radiation, dust, legal or
statutory nuisance, or other adverse impact on the
environment; and
(iii) any other matter relating to the condition,
protection, maintenance, restoration or replacement
of the environment or any part of it arising
directly or indirectly out of the manufacturing,
processing, treatment, keeping, handling, use
(including as a building material), possession,
distribution, disposal, supply, receipt, sale,
purchase, import, export, transportation or presence
of Regulated Substances or waste and any risk
relating thereto.

	 
	 	 	 	 
	 

	 	“Environmental Permit”
	 	Means any permit, registration, approval,
identification number, license or other
authorization required under or issued pursuant to
any Environmental Law.
	 
	 	 	 	 
	 

	 	“Euro” or “EUR”
	 	Means Euro, the lawful currency of certain
participating States members of the European Union;






[ * ] = 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.




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	 	“Final CDWC Calculation”
	 	Has the meaning ascribed to it in Article 3.5
	 
	 	 	 	 
	 

	 	“Financial Statements”
	 	Has the meaning ascribed to it in Section 3 of the
Warranties Schedule;
	 
	 	 	 	 
	 

	 	“Funds Flow Letter”
	 	Means the letter executed by the Seller and the
Purchaser setting out flow of funds at Closing;
	 
	 	 	 	 
	 

	 	“GAAP”
	 	Means the generally accepted accounting principles
of Germany;
	 
	 	 	 	 
	 

	 	“GMP” or “cGMP”
	 	Means current good manufacturing practices within
the meaning of the Act.
	 
	 	 	 	 
	 

	 	“Governmental Authority”
	 	Means any: (a) nation, principality, state,
commonwealth, province, territory, county,
municipality, district or other jurisdiction of any
nature; (b) federal, state, parliament, local,
municipal, foreign or other government; (c)
governmental or quasi governmental authority of any
nature (including any governmental division,
subdivision, department, agency, bureau, branch,
office, commission, council, board, instrumentality,
officer, official, representative, organization,
unit, body or Entity and any court or other
tribunal), including any Regulatory Agency, whether
domestic or foreign; (d) multinational organization
or body; or (e) individual, Entity or body
exercising, or entitled to exercise, any executive,
legislative, judicial, administrative, regulatory,
police, military or taxing authority or power of any
nature.
	 
	 	 	 	 
	 

	 	“Governmental Rule”
	 	Means any applicable law (Gesetz, Verordnung
Satzung), judgment, order, decree, statute,
ordinance, directive, rule or regulation issued,
rendered or promulgated by any Governmental
Authority.
	 
	 	 	 	 
	 

	 	“Indemnification Notice”
	 	Has the meaning ascribed to it in Article 8.6;
	 
	 	 	 	 
	 

	 	“Insurance Policies”
	 	Has the meaning ascribed to it in Section 10 of the
Warranties Schedule;
	 
	 	 	 	 
	 

	 	“IP Rights”
	 	Has the meaning ascribed to it in Section 7 of the
Warranties Schedule;
	 
	 	 	 	 
	 

	 	“IT System”
	 	Has the meaning ascribed to it in Section 8 of the
Warranties Schedule;




[ * ] = 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.




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	 	“Legal Requirement”
	 	Means any federal, state, local, municipal, foreign
or other law, statute, legislation, constitution,
principle of common law, resolution, ordinance,
code, Order, edict, decree, proclamation, treaty,
convention, rule, regulation, permit, ruling,
directive, pronouncement, requirement (licensing or
otherwise), specification, determination, decision,
opinion or interpretation that is, has been or may
in the future be issued, enacted, adopted, passed,
approved, promulgated, made, implemented or
otherwise put into effect by or under the authority
of any Governmental Authority.
	 
	 	 	 	 
	 

	 	“Liabilities”
	 	Means any and all debts, liabilities and
obligations, whether accrued or fixed, absolute or
contingent, direct or indirect, primary or
secondary, matured or unmatured, or determined or
determinable, known or unknown, including those
arising under any Governmental Rule, Contract, or
otherwise.
	 
	 	 	 	 
	 

	 	“Licensed Rights”
	 	Has the meaning ascribed to it in Section 7 of the
Warranties Schedule;
	 
	 	 	 	 
	 

	 	“Material Adverse Effect”
	 	Means any event, change, circumstance or effect that
when taken individually or together with all other
adverse events, changes and effects, is or is
reasonably likely (a) to be materially adverse to
the condition (financial or otherwise), properties,
assets, liabilities, business, operations, results
of operations or prospects of the Company; or (b) to
prevent or materially delay consummation of the
Transaction or otherwise to prevent the Seller from
performing its obligations under this Agreement or
the other Transaction Documents, but excluding any
change, circumstance or effect caused by or relating
to: (i) changes in conditions generally affecting
(A) the healthcare or biotechnology industry or (B)
the economies in which the Companies operates, or
world economy or securities markets; and (ii) the
execution or announcement of this Agreement or the
consummation of the transactions contemplated
hereby, and (iii) the deterioration of the working
capital of the Company substantially from the amount
set forth in Section 3.3 of the Agreement.




[ * ] = 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.





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	 	“Manufacturing Specifications”
	 	Has the meaning ascribed to it in Section 10(g) of
the Warranties Schedule.
	 
	 	 	 	 
	 

	 	“Material Contracts”
	 	Has the meaning set forth in Section 9(a) of the
Warranties Schedule.
	 
	 	 	 	 
	 

	 	“Non-Registered IP Rights”
	 	Has the meaning ascribed to it in Section 7 of the
Warranties Schedule;
	 
	 	 	 	 
	 

	 	“Notary Account”
	 	Means the trust account of the Civil Law Notary
	 
	 	 	 	 
	 

	 	“Notarial Transfer Deed”
	 	Means the notarial deed executed by a civil law
notary authorized in Germany pursuant to which the
Shares are transferred;
	 
	 	 	 	 
	 

	 	“Order”
	 	Means any: (a) temporary, preliminary or permanent
order, judgment, injunction, edict, decree, ruling,
pronouncement, determination, decision, opinion,
verdict, sentence, stipulation, subpoena, writ or
award that is or has been issued, made, entered,
rendered or otherwise put into effect by or under
the authority of any court, administrative agency or
other Governmental Authority or any arbitrator or
arbitration panel; or (b) Contract with any
Governmental Authority that is or has been entered
into in connection with any Proceeding.
	 
	 	 	 	 
	 

	 	“Party”
	 	Means any Party in this Agreement;
	 
	 	 	 	 
	 

	 	“Permits”
	 	Has the meaning ascribed to it in Section 7 of the
Warranties Schedule;
	 
	 	 	 	 
	 

	 	“Person”
	 	Means any legal entity, firm, corporation,
partnership or other business or legal person, as
well as any natural person;
	 
	 	 	 	 
	 

	 	“Preliminary CDWC Calculation”
	 	Has the meaning ascribed to it in Article 3.3
	 
	 	 	 	 
	 

	 	“Proposed CDWC Calculation”
	 	Has the meaning ascribed to it in Article 3.4
	 
	 	 	 	 
	 

	 	“Products”
	 	Means Cytovax Program Products, Supervax Program
Products and Theravax Program Products, as each is
defined in the Commercial Agreement.
	 
	 	 	 	 
	 

	 	“Purchaser”
	 	Has the meaning ascribed to on page 2;
	 
	 	 	 	 
	 

	 	“Purchaser’s Warranties”
	 	Has the meaning ascribed to it in Article 7.4;
	 
	 	 	 	 
	 

	 	“Real Property Leased”
	 	Has the meaning ascribed to it in Section 5 of the
Warranties Schedule;




[ * ] = 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.




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	 	“Recitals”
	 	Means the recitals of this Agreement;
	 
	 	 	 	 
	 

	 	“Real Property Owned”
	 	Has the meaning ascribed to it in Section 5 of the
Warranties Schedule;
	 
	 	 	 	 
	 

	 	“Registered IP Rights”
	 	Has the meaning ascribed to it in Section 7 of the
Warranties Schedule;
	 
	 	 	 	 
	 

	 	“Regulated Substance”
	 	Means any substance and/or material that in relevant
quantity, form or concentration is listed, defined
or regulated as a pollutant, contaminant, hazardous,
dangerous or toxic substance, material or waste
pursuant to any Environmental Law, including any
explosives, radon, radioactive materials, asbestos,
urea formaldehyde foam insulation, polychlorinated
biphenyls, petroleum and petroleum products
(including waste petroleum and petroleum products)
as well as any material which – without being
listed, defined or regulated in the above described
manner – is hazardous, dangerous or toxic relating
to soil, groundwater, surface-water, noise, air
(emissions), which is capable of causing harm or
damage to property, human health, environment or to
men or any other organisms protected by
Environmental Law including, without limitation,
mineral oils, solvents, substances (including
liquids, solids, gases, noises), pollutants,
contaminants, petroleum, petroleum products and
radioactive materials.
	 
	 	 	 	 
	 

	 	“Regulatory Agency”
	 	Means any Governmental Entity — whether foreign,
domestic, national, regional or provincial — that
regulates the safety, efficacy, reliability,
manufacture, investigation, sale, marketing or
promotion of pharmaceuticals, medical products,
biologics or biopharmaceuticals, including the FDA,
the EMEA, and their counterparts.
	 
	 	 	 	 
	 

	 	“Regulatory Applications”
	 	Means (a) all applications for Regulatory Approval
for the Products anywhere in the world, and (b) all
applications and/or licenses required to legally
clinically test in humans Products anywhere in the
world, such as investigational new drug applications
in the U.S.
	 
	 	 	 	 
	 

	 	“Regulatory Approvals”
	 	Means all approvals to legally sell the Products as
a pharmaceutical.




[ * ] = 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.



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	 	“Release”
	 	Means any release, spill, emission, discharge,
leaking, pumping, injection, deposit or disposal (as
those terms are defined in any Environmental Law)
at, into or onto the Environment.
	 
	 	 	 	 
	 

	 	“Remedial Action”
	 	Means any Action, including any capital expenditure,
which the Company is required to undertake pursuant
to Environmental Law to (a) investigate, monitor,
clean up, remove or treat any Regulated Substance in
the Environment; or (b) prevent the Release or
threat of Release, or minimize the further Release,
of any Regulated Substance so it does not endanger
or threaten to endanger the Environment or public
health or welfare.
	 
	 	 	 	 
	 

	 	“Research and Development
Materials”
	 	Means all research and development materials used in
or related to the Company’s business with respect to
hepatitis B surface antigen production or Products.
This includes (without limitation) all production
and other cell lines expressing any Product’s active
ingredient.
	 
	 	 	 	 
	 

	 	“Seller”
	 	Has the meaning ascribed to on page 2;
	 
	 	 	 	 
	 

	 	“Seller’s knowledge.”
“Seller’s awareness,”
“Seller’s best knowledge” or
words of similar import
	 	Means (i) the actual knowledge of the Seller’s
statutory directors or after having made reasonable
enquiries into the affairs of the Company in respect
of the relevant matter to which this qualification
applies, with the managing directors of the Company,
but no other enquiries have been made by such
Seller’s statutory directors, and (ii) the actual
knowledge of the Company’s statutory directors,
managing directors, and manager and higher level
employees (including any outside consultants of the
Company performing functions of such employees).
	 
	 	 	 	 
	 

	 	“Share”
	 	Has the meaning ascribed to in the Recitals;
	 
	 	 	 	 
	 

	 	“Tax” or “Taxes”
	 	Means all forms of taxation, duties and levies
including public impositions deriving from the
refunding of subsidies or grants, whether in Germany
or elsewhere, including but not limited to income
tax (including amounts equivalent to or in respect
of income tax required to be deducted or withheld




[ * ] = 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.


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	 	 	 	from or accounted for in respect of any payment),
corporate taxes, trade tax, wealth tax, wage tax,
value added tax, customs and other import or export
duties, excise duties, stamp duty, stamp duty
reserve tax, development land tax, national
insurance, customs, social security or other similar
contributions, and any interest, penalty, surcharge
or fine in connection with it.
	 
	 	 	 	 
	 

	 	“Third Party”
	 	Means any person who is not a Party;
	 
	 	 	 	 
	 

	 	“Transaction Agreements”
	 	Means this Agreement, the Commercial Agreement, the
	 
	 	 	 	 
	 

	 	“Warranties”
	 	Has the meaning ascribed to it in Article 7.1.
	 
	 	 	 	 
	 

	 	“Warranties Schedule”
	 	Means Schedule 7.1 to the Agreement.
	 
	 	 	 	 
	 

	 	“Working Capital Adjustment”
	 	Has the meaning ascribed to it in Article 3.2







	2.	 	An action taken by a person will be deemed to have been taken in the ordinary course of business only if such action is consistent with the
past practices of such person and is taken in the ordinary course of the normal day-to-day operations of such person.
	 
	3.	 	Where any obligation is qualified or phrased by reference to use reasonable endeavors, best efforts or wording of a similar nature, it means the efforts that a person desirous of
achieving a result would use in similar circumstances to ensure that such result is achieved as expeditious as possible and, regard shall be had, among other factors, to (i) the price,
financial interest and other terms of the obligation; (ii) the degree of risk normally involved in achieving the expected result; (iii) the ability of an unrelated person to influence the performance of the obligation.
	 
	4.	 	The singular shall include the plural and vice versa and references to words importing one
gender will include both genders.





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AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




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SCHEDULE 3.3




PRELIMINARY CDWC CALCULATION

[ * ]




[ * ] = 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.



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 SCHEDULE 4.3(D)




LEGAL OPINION ON RBNV



Opinions to be delivered by Baker & McKenzie (subject to its standard form of opinion) prior
to Closing:




     (a) The Seller is a corporation that is duly organized and validly existing under the laws of
the jurisdiction in which it was incorporated, with the requisite power and authority to enter into
and perform its obligations under this Agreement and all other agreements entered in connection
with the transactions contemplated thereby, and has taken all necessary corporate action to
authorize the execution and performance thereof.



     (b) The Agreement and all other agreements and obligations undertaken in connection with the
transactions contemplated hereby constitute or will constitute, following the execution and
delivery thereof, the valid and legally binding obligations of Seller, enforceable against it in
accordance with the respective terms, subject to enforcement of remedies to applicable bankruptcy,
insolvency, reorganization and other laws affecting generally the enforcement of the rights of
creditors and subject to the discretionary authority of a court of competent jurisdiction with
respect to the granting of a decree ordering specific performance or other equitable remedies.



     (c) The execution, delivery and performance by Seller of this Agreement, and the agreements
contemplated herein do not violate (i) to our knowledge, the provisions of the law applicable to
Seller and (ii) its articles of association (or comparable charter documents, each as amended from
time to time), or any resolution of its supervisory board or management board.



     (d) Seller is not precluded by the terms of any contract, agreement or other instrument from
(i) entering into this Agreement, or (ii) entering into any agreement or transaction contemplated
in this Agreement, or (iii) from the consummation of any of the foregoing.



     (e) To our knowledge, no material consents, approvals, orders or authorizations of, or
registrations, or declarations of filing with, any person are required in connection with the
execution and delivery and consummation of the Agreement, or the agreements contemplated herein,
other than the ones obtained or contemplated to be obtained by this Agreement.



     (f) The registered share capital (Stammkapital) of the Company is [ * ] . The Seller is the
sole shareholder of the Company. The only capital stock of the Company issued is the Share and
there are no other shares of capital stock of the Company issued and outstanding. Neither the
Company nor the Seller is under any obligation to increase the registered share capital of the
Company, and no shareholders’ resolution has been passed resolving an increase of the (registered)
share capital / the issuance of new shares or a redemption of shares. The Seller has full right and
title to the Share.



     (g) Neither the Company nor the Seller has given to any person any right to acquire or
subscribe for shares in the Company that will survive the Closing. No rights, including but not
limited to option rights, warrants, convertibles and similar rights, have been



[ * ] = 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.



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granted or issued relating to any shares of the Company that will survive the Closing. There are no
resolutions of the general meeting of shareholders of the Company that have not yet been fully
effectuated providing for the issuance of shares in the capital of the Company or the grant of
options or other rights to acquire shares in the capital of (or any interest in) the Company.




     (h) Except as set forth in the Agreement and the Disclosure Letter, to our knowledge, there is
no litigation or proceeding pending against the Seller before any court or administrative agency
which is likely to materially and adversely affect the ability of the Seller to perform its
obligations under the Agreement or which seeks to prevent the consummation of the transactions
contemplated by the Agreement.


[ * ] = 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.



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SCHEDULE 4.4(C)




LEGAL OPINION ON DYNAVAX



Opinions to be delivered by Morrison & Foerster LLP (subject to its standard form of opinion)
prior to closing:




     (a) The Purchaser is a corporation that is duly organized and validly existing under the laws
of the jurisdiction in which it was incorporated, with the requisite power and authority to enter
into and perform its obligations under this Agreement and all other agreements entered in
connection with the transactions contemplated thereby, and has taken all necessary corporate action
to authorize the execution and performance thereof.



     (b) The Agreement and all other agreements and obligations undertaken in connection with the
transactions contemplated hereby constitute or will constitute, following the execution and
delivery thereof, the valid and legally binding obligations of Purchaser, enforceable against it in
accordance with the respective terms, subject to enforcement of remedies to applicable bankruptcy,
insolvency, reorganization and other laws affecting generally the enforcement of the rights of
creditors and subject to the discretionary authority of a court of competent jurisdiction with
respect to the granting of a decree ordering specific performance or other equitable remedies.



     (c) The execution, delivery and performance by the Purchaser of this Agreement, and the
agreements contemplated herein do not violate (i) to our knowledge, the provisions of any federal
or California statute or regulation applicable to the Company, (ii) the Company’s certificate of
incorporation or bylaws, or (iii) to our knowledge, any resolutions of its board of directors.



     (d) Purchaser is not precluded by the terms of any contract, agreement or other instrument
from (i) entering into this Agreement, or (ii) entering into any agreement or transaction
contemplated in this Agreement, or (iii) from the consummation of any of the foregoing.



     (e) To our knowledge, no material consents, approvals, orders or authorizations of, or
registrations, or declarations of filing with, any person are required in connection with the
execution and delivery and consummation of the Agreement, or the agreements contemplated herein,
other than the ones obtained or contemplated to be obtained by this Agreement.



     (f) Except as set forth in the Agreement, to our knowledge, there is no litigation or
proceeding pending against the Purchaser before any court or administrative agency which is likely
to materially and adversely affect the ability of the Purchaser to perform its obligations under
the Agreement or which seeks to prevent the consummation of the transactions contemplated by the
Agreement.



[ * ] = 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.



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SCHEDULE 5.2(B)(I)




NOTARIAL TRANSFER DEED




Notarial Protocol




Transacted in                                                                      
           , this                                          of 2006




Before me, the undersigned notary




 






officiating at                                                                 
                , appeared today:


            {                    }



acting not in his/her own name, but in the name and on behalf of





	1.	 	Dynavax Technologies Corporation, a corporation organized and existing under the laws of the
State of Delaware, having its registered and business offices at 2929 Seventh Street, Suite
100, Berkeley, CA 94710, United States of America (“Transferee”),
	 
	 	 	by virtue of Power of Attorney dated                                         , the original of which has been submitted
and a certified copy of which is attached to this Notarial Protocol as Annex 1
	 
	 	 	and
	 
	2.	 	Rhein Biotech N.V., a public limited liability company organized and existing under the laws
of The Netherlands, with its corporate seat at Maastricht and its registered office at Oude
Maasstraat 47, 6229 BC Maastricht, The Netherlands (“Transferor”);
	 
	 	 	by virtue of Power of Attorney dated                                         , the original of which has been submitted
and a certified copy of which is attached to this Notarial Protocol as Annex 2.




Acting as aforesaid, the person appearing then asked for the notarial recording of the following
share transfer agreement:



[ * ] = 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.





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§ 1 Object of the Transfer





	1.1	 	The Transferor is the legal owner of the entire issued share capital of Rhein Biotech
Gesellschaft für Neue Biotechnologische Prozesse und Produkte m.b.H., a private limited
liability company organized and existing under the laws of Germany (Gesellschaft mit
beschränkter Haftung), with its corporate seat at Düsseldorf, Germany and its principal place
of business at Eichfelder Strasse 11, 40595 Düsseldorf, Germany (“Company”), consisting of 1
share, with a nominal value of [ * ] (the “Share”).





§ 2 Transfer of Shares





	2.1	 	Transferor hereby transfers the Shares to Transferee. Transferee hereby accepts such
transfer.
	 
	2.2	 	The transfer of the Shares shall include any and all rights pertaining to the Shares as at
the date and time of transfer.





§ 3 The Underlying Sale Contract





	3.1	 	The underlying contract (Verpflichtungsgeschäft) for the sale and purchase of the shares has
been concluded and documented in a separate document, being the Share Sale and Purchase
Agreement dated                                          (the “Sale and Purchase Agreement”).
	 
	3.2	 	This notarial deed effects only the transfer of the shares (Verfügungsgeschäft), and all
rights and obligations of the Transferor and Transferee relating to the sale and purchase of
the Share are governed exclusively by the Sale and Purchase Agreement.





§ 4 Costs and transfer taxes





	4.1	 	Each Party to this deed hall bear its own costs and expenses in connection with the
preparation, execution and consummation of this deed, including, without limitation, any and
all professional fees and charges of its advisors.
	 
	4.2	 	The costs of the notarisation of this deed shall be borne by                                         .
	 
	4.3	 	Any transfer taxes including, without limitation, real estate transfer tax
(Grunderwerbssteuer) which are triggered by the execution of this deed shall be borne as
stipulated in the Sale and Purchase Agreement.





§ 5 Miscellaneous





	5.1	 	This deed contains all of the terms and conditions relating to the subject matter of this
deed.
	 
	5.2	 	If any provision of this deed shall be invalid or unenforceable for any reason whatsoever,
the remaining provisions of this deed shall not be affected thereby. The invalid or
unenforceable provision shall be replaced by a valid and enforceable provision in order to
achieve the intent of the Parties to the fullest extent possible.




[ * ] = 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.



39









 












	8.3	 	All changes and amendments to this deed shall require written form unless notarial form is
required by law. This requirement shall also apply to any changes or amendments to the
provision contained in the foregoing sentence.




8.4 This deed shall be governed and construed in accordance with the laws of the Federal Republic
of Germany. In the event of any dispute arising out of this Agreement, such dispute shall be
resolved in accordance with the dispute resolution provisions of the Sale and Purchase Agreement.


[ * ] = 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.




40









 








SCHEDULE 5.2(B)(II) 




NOTIFICATION OF TRANSFER




To:

The Directors

Rhein Biotech Gesellschaft für Neue Biotechnologische Prozesse und Produkte m.b.H.,

Eichfelder Strasse 11

40595 Düsseldorf

Germany




Notification of Transfer



Notice is hereby given pursuant to § 16 of the German Limited Company Act (GmbHG) that:



Rhein Biotech N.V., a public limited liability company organized and existing under the laws of The
Netherlands, with its corporate seat at Maastricht and its registered office at Oude Maasstraat 47,
6229 BC Maastricht, The Netherlands



has, by notarial deed executed today, transferred its holding of 1 share with a nominal value of [
* ] in Rhein Biotech GmbH, such share being the entire issued share capital, to



Dynavax Technologies Corporation, a corporation organized and existing under the laws of the State
of Delaware, having its registered and business offices at 2929 Seventh Street, Suite 100,
Berkeley, CA 94710, United States of America,



and Dynavax Technologies Corporation is thus now the new sole shareholder of Rhein Biotech GmbH.



for and on behalf of RHEIN BIOTECH N.V.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 




[ * ] = 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.




41









 








SCHEDULE 5.2 (B)(III)




COMMERCIAL AGREEMENT



[ * ] = 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.



42









 





CONFIDENTIAL




DEFINITIVE COMMERCIAL AGREEMENT



This Definitive Commercial Agreement (the “Agreement”) is entered into this 21st day of April,
2006 by and between:



Rhein Biotech NV, incorporated under the laws of the Netherlands having its registered office at
Oude Maasstraat 47, NL 6229 BC Maastricht, The Netherlands (hereinafter “RBNV”);



And



Rhein Biotech GmbH, formed and in good standing under the laws of Germany, having its seat in
Dusseldorf, Eichsfelder Strasse 11, 40595, Germany, (“RBG”);



And



Dynavax Technologies Corporation, a USA corporation having its offices at 2929 Seventh Street,
Suite 100, Berkeley, CA 94710 USA (“Dynavax”).



(With each of RBNV, RBG and Dynavax, referred individually as a “Party” and collectively as the
“Parties”)




RECITALS



Whereas, Crucell NV (“Parent”) is the owner of substantially all of the share capital of
Berna Biotech AG (“Berna”), which is the owner of substantially all of the share capital of
RBNV, which is in the vaccine business and owns 100 percent of the share capital of RBG;



Whereas, Dynavax is in the vaccine development business and is a party to a License and Supply
Agreement with Berna;



Whereas, Dynavax is purchasing RBG, and RBNV is selling RBG to Dynavax, under the Share Sale and
Purchase Agreement dated March 
27, 2006;



Whereas, RBNV and Dynavax have entered into a Letter of Intent dated March 10, 2006, in connection
with the purchase of the RBG stock and the commercial agreements associated therewith (the “Letter
of Intent”), for the purpose of reaching non-binding understanding as to certain terms and binding
understanding as to others (as set forth therein), in order to negotiate a written share purchase
agreement and written commercial agreements (jointly the “Definitive Agreements,” more particularly
defined below);



And Whereas, RBNV and Dynavax have negotiated the Definitive Agreements, including the terms of the
Agreement, which provides, inter alia, for the termination of certain pre-existing agreements among
the Parties (including superseding such Letter of Intent with regard to the subject matter of this
Agreement), and the granting of certain license and other rights, as more specifically described
hereinbelow.



NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below,
the Parties agree as follows:



SECTION 1. DEFINITIONS. The following initially capitalized terms have the following meanings
when used in this Agreement (and derivative forms of them will be interpreted accordingly):



[ * ] = 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.



43









 








CONFIDENTIAL





	 	1.1	 	“Affiliate” means, as to any person or entity, any other person or entity,
which controls, is controlled by, or is under common control with such person or
entity. A person or entity shall be regarded as in control of another entity only if
it owns or controls, directly or indirectly, at least fifty percent (50%) of the equity
securities or other ownership interests in the subject entity entitled to vote in the
election of directors or with the power to direct or elect management of such subject
entity. Affiliates of RBNV include Parent, Green Cross Vaccine Corp. (an entity
organized under the laws of the Republic of Korea), Rhein Vaccines B.V., Berna Biotech
A.G., and Crucell Holland B.V.,. Affiliation shall be determined based on RBG being
wholly owned by Dynavax, and not owned at all by RBNV.
	 
	 	1.2	 	“Alum” means any composition that is or contains aluminum in any form,
regardless of whether [ * ]
	 
	 	1.3	 	“Asian Country” means any country geographically located on the continent of
Asia. To be clear, the Asian Countries exclude Australia and New Zealand.
	 
	 	1.4	 	“Closing Date” means the first date set forth above.
	 
	 	1.5	 	“Control” means, with respect to a particular item of know-how or a particular
Patent at a given date, the ownership of or a license under, together with the right to
grant a license or sublicense of the scope set forth in the Agreement under, such item
of know-how or Patent, without breaching any written agreement with a third party in
existence as of such date.
	 
	 	1.6	 	“Cytovax” means the prophylactic cytomegalovirus vaccine currently under
development in NovoVacs BV.
	 
	 	1.7	 	“Cytovax Program Products” means [ * ] , including Cytovax.
	 
	 	1.8	 	“Definitive Agreements” means (i) the Share Sale and Purchase Agreement
(parties are RBNV and Dynavax) dated as of March 27, 2006; (ii) this Agreement (parties
are RBNV, RBG, and Dynavax); (iii) the Supervax Exclusive License Agreement dated as of
the Closing Date (parties are RBNV, RBG and Green Cross); (iv) the Termination
Agreement dated as of the Closing Date (parties are Berna and Dynavax); and (v) the
Waiver Agreement relating to the employee stock plans (by managers and employees of
RBG) dated as of the Closing Date.
	 
	 	1.9	 	[ * ]
	 
	 	1.10	 	“Dynavax Notice” has the meaning given in the first paragraph of Section 3.1.
	 
	 	1.11	 	“Existing Contracts” has the meaning given in Section 2.1.
	 
	 	1.12	 	“Heplisav” means Dynavax’s current Hepatitis B vaccine containing Hepatitis B
surface antigen and Dynavax’s 1018 ISS.












[ * ] = 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.



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CONFIDENTIAL





	 	1.13	 	“Heplisav Program Product” means [ * ] In this context, [ * ] The product
Heplisav is included among the Heplisav Program Products.
	 
	 	1.14	 	[ * ]
	 
	 	1.15	 	“High Cost Registration European Countries” means all countries that are
members of the European Union as of the Closing Date, and Norway, Switzerland and
Iceland, other than the Low Cost Registration European Countries.
	 
	 	1.16	 	“Know How” means all materials, information, experience and data, formulae,
procedures, results and specifications, in written or electronic form, that (i) are
Controlled by RBG or RBNV as of the Closing Date, (ii) are not generally known and
(iii) are not subject to a third party confidentiality obligation that prevents RBG or
RBNV from disclosing the same. Know How includes the Master Cell Line.
	 
	 	1.17	 	“Low Cost Registration European Countries” means any country within the
European Union as of the Closing Date, and Norway, Switzerland and Iceland, in which
the approval for marketing of a vaccine product [ * ]
	 
	 	1.18	 	“Master Cell Line “ means the [ * ] strain, designated as [ * ] that exists
as master cell banks designated as [ * ] and working cell banks designated as [ * ]
as such cell line is described and referred to in the following IND filed with the FDA:
[ * ] This strain is referred to between the Parties as the [ * ] strain.
	 
	 	1.19	 	“Patents” means all granted patents, including utility models and certificates
of invention, and reissues, reexaminations, supplementary protection certificates,
extensions, and term restorations thereof, and patent applications, including any
continuations, continuations-in-parts, divisionals thereof, and the like.
	 
	 	1.20	 	[ * ] is defined by reference to [ * ] it [ * ] to [ * ] or [ * ] for a [* ]
	 
	 	 	 	[ * ] means to [ * ] and [ * ] a [ * ] or [ * ] of [ * ] are [ * ] pursuant
to a [ * ] that provides that [ * ] of [ * ] as a [ * ] from [ * ] to [ * ]
or [ * ] for [ * ] of a [ * ] in [ * ] or [ * ] for the [ * ] of [ * ] the [
* ] in a [ * ] for [ * ] which [ * ] is [ * ] of this definition [ * ] qualify
[ * ]
	 
	 	1.21	 	“RBG IP” means RBG Patents and the related Know How, both as of the Closing
Date.
	 
	 	1.22	 	“RBG Patents” means Patents Controlled by RBG as of the Closing Date that are
listed in Exhibit 1.16.
	 
	 	1.23	 	“Supervax” shall mean the current prophylactic two dose Hepatitis B vaccine
that includes the [ * ] adjuvant. [ * ]
	 
	 	1.24	 	“Supervax Program Products” means all prophylactic Hepatitis B vaccines that
contain all of the following: [ * ] The Supervax Program Products include Supervax.




[ * ] = 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.



45









 











CONFIDENTIAL





	 
	 	1.25	 	“Theravax” means a therapeutic Hepatitis B vaccine that contains all of [ * ]
	 
	 	1.26	 	“Theravax Program Products” means all therapeutic Hepatitis B vaccines that
contain all of [ * ] The Theravax Program Products include Theravax.
	 
	 	1.27	 	“Traditional Hepatitis B Vaccine” means any vaccine that contains [ * ] For
the avoidance of doubt, Traditional Hepatitis B Vaccine includes the following
Hepatitis B vaccines registered at Closing: [ * ]






In addition, throughout this Agreement the words “include” (and all conjugations of it), “such
as” and “for example” shall each be deemed to be followed by the words “without limitation,”
“but without limitation,” or similar language against construing the language as limiting.



SECTION 2. CONFIRMATION, AMENDMENT AND TERMINATION OF EXISTING CONTRACTS AMONG THE PARTIES





	 	2.1	 	Confirmation of Existing Contract Obligations. Except for the March 1,
2005 Agreement between RBG, RBNV and Berna (which is terminated by the Share Sale and
Purchase Agreement), and except to the extent specifically modified herein and/or by a
separate amendment attached hereto as an Exhibit, all terms of pre-existing (prior to
the Closing Date) contracts among RBG on the one hand and RBNV, and its Affiliates, on
the other hand the “Existing Contracts;” the Existing Contracts exclude the Definitive
Agreements), are hereby confirmed and remain in full force and effect.
	 
	 	2.1.1	 	The Parties hereby agree that this Agreement sets forth the entire
understanding between the Parties and their Affiliates with respect to the ownership
of, all licenses to, and all rights to use and practice, the RBG IP and the [ * ]
strain (here and everywhere else used in this Agreement where we refer to [ * ] we
mean the strain [ * ] as described in [ * ] Release Testing, Genetic and Product
Characterisation). That is to say, where we refer above to “except to the extent
specifically modified hereunder,” the grants of licenses under and rights to use and
practice the RBG IP set forth in this Agreement is, together with the remainder of this
Section 2.1.1 and Sections 2.4 and 2.5, are intended to supersede all prior
understandings with respect to the ownership of, licenses under, and rights to use RBG
IP and the [ * ] strain, and to set forth the Parties’ entire agreement with respect
to all of the foregoing matters mentioned in this sentence. RBNV and its Affiliates
hereby acknowledge that they have no ownership or license rights in the RBG IP
(excluding the Master Cell Line) and the [ * ] strain other than the license rights
set forth in this Agreement. RBNV acknowledge that they have no financial interest in
the RBG IP or [ * ] strain other than as set forth in Section 2.4 and 2.5.
	 
	 	2.2	 	Termination of Berna Agreement. The Termination Agreement between
Dynavax and Berna, which sets forth the Parties’ mutual agreement to terminate
the License and Supply Agreement, dated November 19, 2003, is attached as




[ * ] = 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.



46









 







CONFIDENTIAL





	 	 	 	Exhibit
2.2. Thus, such License and Supply Agreement is terminated. Section 2.1 of this
Agreement shall not viewed or deemed in any way to resurrect it.
	 
	 	2.3	 	Assignment of Supervax Trademark Rights. The Supervax Trademark
Assignment Agreement between RBG and Berna is attached as Exhibit 2.3.
	 
	 	2.4	 	Fully Paid-Up License Rights. All Patent and Know-How rights, including
RBG Patents rights, granted to RBNV, RBG, and their Affiliates, in pre-existing
agreements between or among RBNV, RBG and their Affiliates, are hereby paid-up and
royalty-free at the Closing Date. With the exception of (1) any outstanding invoices at
Closing, (2) the arrangements specifically made and/or referenced in the Definitive
Agreements executed at Signing and/or Closing (such as the profit share for Supervax,
the loan repayments, any outstanding accounts payable, any open invoices, and the
payments under Section 2.5) and (3) the [ * ] between RBG and RBNV described in the
October 1, 2005 Addendum to License Agreement (between RBG and GCVC dated June 30,
1998) with respect to the License and Technology Transfer Agreement between [ * ]
sharing arrangement is also referred to at the end of Section 2.5). RBG and RBNV
hereby waive all rights to any and all claims to all monies owed under such
pre-existing agreements. If RBNV or RBG requests in writing, RBG or RBNV, respectively,
shall promptly execute, and deliver to the other, any formal amendment documents
confirming the waiver of any monetary obligations owing thereto and/or to its
Affiliates and specific to the aforesaid pre-existing documents. Such confirmations
must be consistent with this Agreement and the other Definitive Agreements. Such
confirmations shall not have any force of effect to the extent inconsistent with this
Agreement and/or any of the other Definitive Agreements.
	 
	 	2.5	 	RBNV Rights to RBG Third Party License Revenues. RBG shall pay to RBNV
all monies (excluding those already included in RBG’s accounts receivable as of the
Closing Date) received by RBG from third parties pursuant to obligations in license
agreements with RBG, which agreements exist on the Closing (other than current licenses
with RBNV and its Affiliates and specifically excluding [ * ] and the License and
Technology Transfer Agreement between [ * ] ) (“Current Licenses”), to the extent that
such monies exceed [ * ] annually after adjustment for payments owed (a) based on
agreements existing at Closing, to other third parties from such monies (including any
royalties due to such other third parties on in-licensed IP sublicenses to the RBG
licensees), and (b) for intellectual property that becomes licensed under the Current
Licenses due to RBG obtaining control thereof after the Closing Date, to such third
parties pursuant to the written agreement by which RBG obtains such control. For the
purposes of clarity, these payments shall not include any payments received by RBG with
respect to its Supervax Program Products, Theravax Program Products and Cytovax Program
Products. RBNV shall have reasonable audit access to records of such payments on
reasonable terms and at reasonable times. Such audits must be performed by a reputable
certified public accountant, under appropriate obligations of confidentiality. Such
audits shall not be made more frequently than once annually, no later than three (3) years after the payment
period being audited.


[ * ] = 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.




47









 




CONFIDENTIAL





	 	Current Licenses specifically exclude the following:




[ * ]





	 	With respect to such [ * ] the [ * ] referred to in the October 1 2005 Addendum to
License Agreement (between RBG and GCVC dated June 30, 1998) shall continue in full force
and effect.





SECTION 3. SUPERVAX RIGHTS OF FIRST REFUSAL AND FIRST NEGOTIATION





	 	3.1	 	European Countries (other then Low Cost Registration European
Countries). Dynavax, or an Affiliate thereof, shall promptly notify RBNV in writing
within [ * ] of taking its decision to develop the first Supervax Program Product (and
thereafter within [ * ] after it takes such decision with respect to each subsequent
Supervax Program Product not already (at the time of such decision) subject to a
pre-existing third party agreement) for any High Cost Registration European Countries
(“Dynavax Notice”). Dynavax, and/or an Affiliate thereof, shall not [ * ] the (i)
development and commercialization (including marketing and selling), and/or (ii)
distribution and/or sale of such Supervax Program Product(s) for and in High Cost
Registration European Countries until after the Parties have exercised their
commercially reasonable efforts according to this Section 3.1 (unless RBNV fails to
provide within the time period stated in Section 3.1.1 a notice that RBNV wishes to
negotiate with Dynavax or its Affiliate under that Section).
	 
	 	3.1.1	 	Schedule and Procedure. Within [ * ] of receiving notification
pursuant to Section 3.1, RBNV, or an Affiliate thereof, may notify Dynavax in writing
of RBNV’s, or an Affiliate’s, intention to negotiate a development and
commercialization agreement with Dynavax or an Affiliate thereof (the “RBNV Notice”).
If RBNV, or an Affiliate thereof, does not provide the RBNV Notice, then Dynavax may
deem the failure to answer as a negative response and shall be free to proceed with
third-party transactions regarding such Supervax Program Product rights in any and/or
all of the countries mentioned in the Dynavax notice, without restriction.
	 
	 	3.1.2	 	Within [ * ] of receiving the RBNV Notice, Dynavax, or an Affiliate thereof,
shall provide RBNV with a good faith written proposal for a development and
commercialization agreement (at a term sheet or greater level of detail, but not
required to be at the level of a fully drafted agreement), which may, at Dynavax’s
discretion, [ * ] for such Supervax Program Product in the specific country or
countries (“Dynavax Proposal”).
	 
	 	3.1.3	 	Within [ * ] of receipt by RBNV of the Dynavax Proposal (“Negotiation
Period”), RBNV and Dynavax, or their designated Affiliates, shall exercise their
commercially reasonable efforts to negotiate, [ * ] the terms of such development
and commercialization arrangement, including [ * ] .
	 
	 	3.1.4	 	Dynavax, or an Affiliate thereof, shall not offer more favorable terms, such
as an







[ * ] = 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.






48









 







CONFIDENTIAL





	 	 	 	offer that does not require the sharing of development costs (if the offer to
RBNV included such sharing), than those offered to RBNV under Section 3.1.2 (if a
proposal under such Section was required of Dynavax), within [ * ] from the expiration
of the Negotiation Period, unless those terms have first been offered to, and rejected
by, RBNV, which rejection or approval shall be provided within [ * ] of notification.
A failure to respond within such [ * ] shall be considered a rejection. After such [
* ] period, Dynavax, RBG and their Affiliates shall be free to proceed with
third-party transactions regarding such Supervax Program Products rights in any and/or
all of the countries mentioned in the Dynavax notice, without restriction.






Dynavax is entitled to provide the Dynavax Notice to RBNV with respect to one or more High Cost
Registration European Countries. Dynavax may also choose (in its sole discretion) to include in
the Dynavax Notice Low Cost Registration European Countries, and is not required to proceed
separately, contemporaneously or later under Section 3.2. RBNV is not entitled to pick and
choose among countries in a Dynavax Notice, but rather must respond on a group basis to the
country or countries that is or are included in the Dynavax Notice.




Dynavax is entitled to provide the Dynavax Notice to RBNV with respect to one or more Supervax
Program Products. RBNV is not entitled to pick and choose among Supervax Program Products in a
Dynavax Notice, but rather must respond on a group basis to the Supervax Program Product(s) that
is or are included in the Dynavax Notice.




	 	3.2	 	Asian Countries and Low Cost Registration European Countries. Dynavax,
or an Affiliate thereof, shall promptly notify RBNV in writing within [ * ] of taking
its decision to [ * ] in any Asian Country(ies) and/or Low Cost Registration European
Country(ies). Such decision must only be made if the Supervax Program Product and data
regarding it is such that it shall be at a stage that it would be reasonable to [ * ]
it being understood and agreed that if in the particular country it is customary that [
* ] Dynavax, and/or an Affiliate thereof, shall not [ * ] any third party for the
sale and/or distribution of Supervax for and in any Asian Country(ies) and/or Low Cost
Registration European Country(ies) until after the Parties have exercised their
commercially reasonable efforts according to this Section 3.2 (unless RBNV fails to
provide a notice that it wishes to negotiate with Dynavax or its Affiliate under
Section 3.2.1 within the deadline stated in such Section in which case Dynavax and RBG
are free to proceed regarding such Supervax Program Product rights for the country(ies)
mentioned in the notice, without restriction).
	 
	 	3.2.1	 	Schedule and Procedure. Within [ * ] of receiving notification
pursuant to Section 3.2, RBNV, or an Affiliate thereof, may notify Dynavax in writing
of RBNV’s, or an RBNV Affiliate’s, intention to negotiate a commercialization agreement
with Dynavax, or an Affiliate thereof, with respect to the Asian Country(ies) and/or
Low Cost Registration European Country(ies) mentioned in Dynavax’s or its Affiliate’s
notice (such notice from RBNV, the “RBNV Notice”). If RBNV, or an Affiliate thereof,
does not provide the RBNV Notice, then Dynavax may deem the failure to answer as a
negative response. In that case, Dynavax and RBG are free




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	 	 	 	to proceed regarding such
Supervax Program Product rights for the country(ies) mentioned in their notice, without
restriction.
	 
	 	3.2.2	 	Within [ * ] of receipt of the RBNV Notice, RBNV and Dynavax, or their
designated Affiliates, shall exercise their commercially reasonable efforts to
negotiate, [ * ] in good faith, the essential terms and conditions of sales and
distribution, including [ * ] .
	 
	 	3.2.3	 	In case negotiations under Section 3.2.2 (if required to be initiated
thereunder) do not result, within the specified [ * ] in an agreement as specified in
Section 3.2.2, Dynavax, or an Affiliate thereof, may [ * ] provided that Dynavax, or
an Affiliate thereof, shall not offer to such third parties more favorable terms than
those offered to RBNV, within [ * ] after the end of discussions under Section 3.2.2
without first offering such more favorable terms to RBNV. RBNV is obliged to respond
yes or no to the more favorable terms within [ * ] A failure to respond within such [
* ] is considered a rejection.






The principles of the last two paragraph of Section 3.1 apply to Section 3.2 as well. To avoid
any doubt, this Section 3.2 does not apply to Supervax Program Product rights for Low Cost
Registration European Countries where such rights for the particular countries have already been
passed upon by RBNV through the mechanism of Section 3.1.




	 	3.3	 	First Negotiation. Dynavax and RBNV agree that, for [ * ] after the
Closing Date, neither Party nor their Affiliates, shall negotiate with any third
parties, without first negotiating and discussing in good faith with each other, any
possible joint development, research, collaboration and/or marketing agreement for [ *
]





SECTION 4. GRANT OF LICENSES.





	 	4.1	 	Supervax. RBG hereby confirms its exercise of the exclusive (even as to
the grantor) license option in the License Option Agreement Supervax dated November 9,
2005, between RBG and Green Cross Vaccine Corporation (the “Superseded Option”). The
terms of such resulting exclusive license are described in the Exclusive License
Agreement attached hereto as Exhibit 4.1, which terms supersede the Superseded Option.
	 
	 	4.2	 	Master Cell Line and Hepatitis B Surface Antigen [ * ] . Subject to
any pre-existing third party agreements and the terms of this Agreement (including the
covenants specified in Section 6 hereof), RBNV and its Affiliates, hereby with respect
to Section 4.2.1 agree that RBG and Dynavax have, and with respect to Section 4.2.2
grant, and confirm the grant, to RBG and Dynavax, of the following rights:
	 
	 	4.2.1	 	The right to use the Master Cell Line for Hepatitis B surface antigen ([ * ] )
currently in RBG’s possession (including progeny of such cell line) for any and all
permitted purposes, including clinical and commercial production. “Permitted purposes”
in this context means all activities outside the scope of the exclusive







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	 	 	 	license of Section 4.3.2, other than activities forbidden in Section 6, during the time period
forbidden therein.






	 	4.2.2	 	A non-exclusive license under all Patents (if any) owned, or controlled with
the right to sublicense, by RBNV to develop, make, have made, use, offer to sell, sell,
store and import Hepatitis B surface antigen ([ * ] ) produced on the Master Cell
Line, but while the license of Section 4.3.2 is in effect only outside the scope of the
exclusive license of Section 4.3.2; and excluding activities forbidden in Section 6,
during the time period forbidden therein.
	 
	 	4.2.3	 	Sublicense Rights. The rights and licenses specified in 4.2.1 and
4.2.2 above are sublicensable without RBNV’s and its Affiliates’ consent through one or
more tiers or layers of sublicensees to RBG’s and Dynavax’s Affiliates, third party
contract manufacturers, contract clinical and analytical service providers,
distributors, and commercial development and/or marketing partners (including
licensees).
	 
	 	4.2.4	 	The rights and licenses granted in this Section 4.2 are royalty-free and fully
paid-up as far as any payments to RBNV and its Affiliates are concerned, and are
perpetual.
	 
	 	4.3	 	RBG License Grants to RBNV. Subject to the terms of this Agreement and
any restrictions stated in in-licenses by which RBG acquired Control of any RBG IP that
is not owned by RBG, RBG hereby grants to RBNV and its Affiliates, and RBNV and its
Affiliates shall hereby receive, the following rights:
	 
	 	4.3.1	 	a fully paid-up, royalty-free, non-exclusive, license under RBG IP, in
perpetuity, to develop, make, have made, use, sell, offer to sell, store, import and
export any and all products, except for Supervax Program Products, Theravax Program
Products, Cytovax Program Products and Heplisav Program Products.






	 	4.3.1.1	 	The exclusion of Supervax Program Products, Theravax Program Product,
Cytovax Program Products and Heplisav Program Products from the foregoing
license means (without limitation) that such license does not extend to the
making and selling of Hepatitis B surface antigen (or any other ingredient
covered by or made using the RBG IP) for inclusion (or under contractual terms
that would permit their inclusion) in any Supervax Program Product(s), Theravax
Program Product(s), Cytovax Program Product(s) and/or Heplisav Program
Product(s). Accordingly, RBNV and their Affiliates shall only supply Hepatitis
B surface antigen, made using RBG IP, and such other ingredients to third
parties under circumstances in which such third parties (and any entities to
which they may transfer such antigen and other ingredients) are legally
forbidden and precluded from making Supervax Program Products, Theravax Program
Products, Cytovax Program Product and Heplisav Program Products using the
supplied quantities of such antigen and other ingredients. Notwithstanding the
foregoing, RBNV and its Affiliates shall not be required to amend







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	 	 	 	their
existing agreements to comply with the restrictions specified in this Section
4.3.1, but shall exert its reasonable diligent efforts, which do not adversely
financially impact RBNV, to include such terms upon amendment thereof and shall
include them on any voluntary extension to the relationship (i.e. one that is
not required without RBNV’s or its Affiliate’s consent under the contract that
exists as of the Closing Date).






	 	4.3.2	 	a fully paid-up exclusive license under RBG IP, to develop, make, use, offer
to sell, store, sell and import Traditional Hepatitis B Vaccines (such as [ * ] and
any combination vaccines (containing two (2) or more vaccines directed against diseases
caused by independent agents) that (a) include a Traditional Hepatitis B Vaccine (such
as [ * ] ), but (b) exclude Heplisav Program Products. Such license shall be exclusive,
even as to Dynavax and RBG, for a term lasting until the longer of the end of ten years
or the life of the last-to-expire applicable RBG Patent.






	 	4.3.2.1	 	The foregoing license explicitly does not extend to the making and selling
of Hepatitis B surface antigen (or any other ingredient covered by or made
using the RBG IP) for inclusion (or under contractual terms that would permit
their inclusion) in any Supervax Program Product(s), Theravax Program
Product(s), Cytovax Program Product(s) and/or Heplisav Program Products.
Accordingly, RBNV and their Affiliates shall only supply Hepatitis B surface
antigen, made using RBG IP, and such other ingredients to third parties under
circumstances in which such third parties (and any entities to which they may
transfer such antigen and other ingredients) are legally forbidden and
precluded from making Supervax Program Products, Theravax Program Products,
Cytovax Program Product and Heplisav Program Products using the supplied
quantities of such antigen and other ingredients. Notwithstanding the
foregoing, RBNV and its Affiliates shall not be required to amend their
existing agreements to comply with the restrictions specified in this Section
4.3.2, but shall exert its reasonable diligent efforts, which do not adversely
financially impact RBNV, to include such terms upon amendment thereof and shall
include them on any voluntary extension to the relationship (i.e. one that is
not required without RBNV’s or its Affiliate’s consent under the contract that
exists as of the Closing Date).






	 	4.3.3	 	For the avoidance of doubt, the licenses of Section 4.3.1 and 4.3.2 do not in
any way diminish the scope of RBG’s rights to the Supervax Program Products, Theravax
Program Products and Cytovax Program Products.
	 
	 	4.3.4	 	Sublicense Rights and Restrictions. The licenses of both Sections
4.3.1 and 4.3.2 are subject to restrictions on RBG’s ability to license and sublicense
pursuant to pre-existing third-party agreements (i.e. agreements with entities other
than Affiliates). Other than such third party licensing restrictions:






	 	(1)	 	RBNV’s non-exclusive license rights provided in subsection
4.3.1 above




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	 	 	 	are sublicensable in conjunction with the grant of a license or
sublicense under [ * ]
	 
	 	(2)	 	RBNV’s exclusive license rights provided in subsection 4.3.2
above, are sublicensable [ * ] without any requirement that RBNV license other
intellectual property in conjunction with the grant of the sublicense.
	 
	 	(3)	 	To avoid any doubt, any sublicensees under the license of
subsection 4.3.1 and any sublicensees under the license of Section 4.3.2 shall
be subject to the same restrictions as stated in Sections 4.3.1.1 and 4.3.2.1,
respectively, as if such sublicensees were RBNV or an RBNV Affiliate.






	 	4.3.5	 	RBG Obligation to Secure Third Party Licensor Consent. At RBNV’s
written request, RBG shall promptly notify each third party licensor of RBG IP, of
RBG’s obligation under Section 4.3 to sublicense rights in such RBG IP to RBNV, and if
consent or amendment under the appropriate license agreement is required, then RBG
shall [ * ] to obtain written consent from each such third party licensor. Promptly
upon securing each required consent from a third party licensor, if the terms of the
consent are acceptable to RBNV, then the Parties shall execute a formal sublicense
agreement with RBNV providing for (1) the sublicense of RBG IP rights to RBNV, and (2)
the assumption of obligations by RBNV as provided for in such third party license
agreements. If any such sublicense requires the payment of monies to the third party
licensor (including any payment in the form of an amendment that results in a payment
of less money to RBG under the contract than without such amendment), RBNV shall be
informed in writing of such potential financial obligation, and RBNV shall be
responsible for the payment of all such fees to said third party licensor. RBNV shall
be entitled to terminate such sublicense in accordance with its terms, but shall not in
this manner be able to avoid responsible for any non-cancelable sublicensing-related
fees.






	 	4.3.6	 	Licensed RBG Patent Maintenance. Given the non-exclusive nature of
the license of Section 4.3.1, RBG and Dynavax will be under no requirement to prosecute
or maintain RBG Patents, which do not specifically claim [ * ] If RBG and Dynavax
elect to abandon any RBG Patent, RBG and/or Dynavax will first give RBNV reasonable
notice of such intention and the opportunity to prosecute or maintain such RBG Patent.
In this case, optionally, at RBNV’s sole discretion, RBNV may do so in its own name;
provided that RBG and Dynavax will receive a non-exclusive license to such RBG Patents,
consistent with the licenses granted herein and with any pre-existing third party
agreements (i.e. if 3rd party obligations exist that apply to the practice of the
inventions claimed in the RBG Patents taken over by RBNV, then RBNV must comply with
such 3rd party license obligations respecting such practice). If RBG and Dynavax
choose, as part of a strategic move, to abandon a particular RBG Patent, which does not claim specifically [ * ] and which would reasonably benefit the RBG Patent portfolio,
then the Parties will diligently [ * ]





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	 	4.4	 	Defense of Patent Litigation. If either Party after the Closing is
warned or sued by a third party alleging or charging infringement of any Patents
claiming the licensed Know How or the use thereof by either Party or its Affiliates,
then the Party that was warned or sued shall notify promptly the other Party. Except
only if, as and to the extent otherwise provided in Article 8, each Party shall be
responsible, at its expense, for settling and/or defending such warning, allegation or
charge (including associated litigation) to the extent relating to such Party’s or its
Affiliates’ use of the licensed Know-How. [ * ] Upon a Party’s reasonable request,
the other Party agrees to reasonably assist in any such defense on mutually agreed
reasonable terms, provided that the requesting Party agrees to reimburse the other
Party for the reasonable out of pocket expenses incurred by the other Party for the
provision of such assistance. Dynavax and RBG are considered a single “Party” for
purposes of this Section 4.4.
	 
	 	4.5	 	Patent Enforcement.
	 
	 	4.5.1	 	Notification. In the event that a Party obtains actual knowledge that
a third party’s activities likely infringe one or more of the RBG Patents within the
scope of the exclusive license granted in Section 4.3.2, it shall promptly notify the
other Party of any such likely infringement.
	 
	 	4.5.2	 	Control of Suit:






	 	4.5.2.1	 	As to the infringement of exclusively licensed RBG Patents pursuant to
Section 4.3.2, RBG shall have the first right to effect termination of such
infringement, including bringing suit or other proceedings against the
infringer in its own name and the other Parties hereto shall be kept informed
at all times of all such proceedings taken by RBG. If RBNV, or another Party
licensee, requests, such Party may join with RBG as a Party to the lawsuit or
other proceeding in a monitoring capacity only at its own expense. However,
even if RBNV chooses to join the suit in such a monitoring capacity, RBG shall
retain sole control of the prosecution of such suit or proceedings, as the case
may be.
	 
	 	4.5.2.2	 	If (a) RBG elects not to file legal proceedings against a third party within
[ * ] such possible infringing activities, and has not engaged in, or has
terminated, reasonably diligent business discussions to terminate such
infringement, and (b) the infringement involves the commercialization of a
product that competes directly with any then-marketed product of RBNV or any of
its Affiliates, and if the alleged infringement is likely to have a more than
insignificant impact on RBNV’s business in the country(ies) where sales of
allegedly infringing product is occurring, then RBNV shall have the right to
effect termination of such infringement, including bringing suit or other
proceedings against the infringer in its own name. The other Parties hereto
shall be kept informed at all times of all such proceedings taken by RBNV.
RBNV shall not be authorized to make any admission, consent, or other
representation during the proceeding, which





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	 	 	 	would admit the invalidity or
unenforceability of an RBG Patent, without the advice and consent, in writing,
from RBG, which RBG is entitled to withhold in its reasonable discretion. If
RBG (or an RBG Affiliate) requests, such entity may join with RBNV as a party
to the lawsuit or other proceeding at its own expense. In this case, RBNV
shall retain control of the prosecution of such suit or proceedings, as the
case may be, except that RBG shall have the sole right to control the
prosecution of such suit or proceedings as regards all matters affecting
validity and/or enforceability of the RBG Patent(s).






	 	4.5.3	 	Costs and Monetary Recovery: Each Party shall bear all its costs
incurred in connection with such lawsuit or other proceeding. Any monetary recovery
shall first be paid to the Parties (and their Affiliates) to reimburse their legal and
other costs associated with the legal proceeding. [ * ] remaining recovery shall be
paid to or retained by RBNV, [ * ] remaining recovery shall be paid to or retained
by RBG.
	 
	 	4.5.4	 	Disclaimer. Nothing in this Agreement shall be construed as
obligating any Party the right, to proceed against a third party infringer.
	 
	 	4.5.5	 	Area of No RBNV Enforcement Rights. RBNV and its Affiliates shall not
have any right to enforce the RBG Patents outside the scope of the exclusive license in
Section 4.3.2 during the time period while it remains exclusive. Without limitation,
this means that RBNV and its Affiliates have no right to enforce the RBG Patents within
the scope of the non-exclusive license of Section 4.3.1, to the extent broader than the
license of Section 4.3.2 (i.e. outside of any overlap between Section 4.3.1 and Section
4.3.2).





SECTION 5. TECHNICAL ASSISTANCE AND COOPERATION





	 	5.1	 	Master Cell Line Issues-Cooperation. Dynavax and RBNV acknowledge that
the Master Cell Line is (1) used by RBNV and its Affiliates for the production of
products that are approved by Governmental Authorities, and that are currently on the
market, and (2) is confidential and of crucial importance to the Parties. Accordingly,
[ * ] ensure the best and most informed approach. To avoid any doubt, [ * ] Dynavax
and RBNV further agree to use reasonable efforts to promptly notify the other party of
any and all communications to and from Governmental Authorities relating to the safety
of the Master Cell Line, as well as of any communication and/or concerns expressed by
such regulatory authority relating to the safety, quality or characterization of the
Master Cell Line, and agree to consult promptly with each other to resolve any such
concerns with the FDA or such other Governmental Authorities. The Parties agree to
share all safety, toxicity and tumorogenicity data regarding the Master Cell Line that
any of them (or their Affiliates) generates (or receives or contracts for) [ * ]
	 
	 	5.2	 	Production Technology Assistance. RBG will provide to RBNV and to its
Affiliates reasonable access to assistance regarding the Hepatitis B and





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	 	 	 	Hansensula
polymorpha production technologies as in existence at RBG on the Closing (with no
updating), as follows:
	 
	 	5.2.1	 	Troubleshooting. For a period of [ * ] after Closing, RBG will make
available for general diagnosis and troubleshooting, in each year during this [ * ]
period up to [ * ] at a cost of [ * ] per FTE month, which cost may be adjusted for
inflation every year, plus all travel and related expenses, provided that RBNV provides
RBG at least [ * ] advance notice of such request. [ * ] RBG’s technical personnel
supplied by RBG for such general diagnosis and troubleshooting.
	 
	 	5.2.2	 	Long Term Projects. For a period of [ * ] after Closing, RBG will
make available for long term projects, including training of Parent’s personnel, up to
an aggregate of [ * ] of which no more then [ * ] within [ * ] at a cost of [ * ]
per FTE month, which cost may be adjusted for inflation every year, plus all travel and
related expenses, provided that Parent provides RBG at least [ * ] advance notice of
such request. [ * ] RBG technical personnel supplied by RBG for such long term
projects.
	 
	 	5.2.3	 	The aggregate FTEs stated in Sections 5.2.1 and 5.2.2 are stated collectively
for RBNV and its Affiliates together. They are not each separately entitled to this
number of FTEs.
	 
	 	5.3	 	No Transfer or Supply Obligations. Other than is mentioned in Sections
5.1 and 5.2, there are no obligations for RBG or RBNV to supply each other or their
Affiliates, Know How, products or other materials pursuant to the license grants
herein. Any such existing obligations are hereby waived. The Parties remain free to
contract in writing for new such obligations in the future in their sole discretions.





SECTION 6. COVENANTS NOT TO COMPETE





	 	6.1	 	[ * ] RBG and Dynavax, for [ * ] after Closing, will not develop and/or
market, and/or license others to develop and/or market, for [ * ] Hepatitis B vaccine,
other than Heplisav Program Products.
	 
	 	6.2	 	[ * ] RBG and Dynavax, for [ * ] after Closing, will not develop and/or
market, and/or license others to develop and/or market, [ * ] other than Heplisav
Program Products.





SECTION 7. REPRESENTATIONS AND WARRANTIES





	 	7.1	 	RBG warrants and represents to RBNV that any and all RBG IP rights licensed
from third parties, which rights are necessary for the research, development,
manufacture, marketing, sale or importation of the products known as (a) [ * ] and/or
(b) HepavaxGene, are sublicensable, and have been sublicensed, to RBNV and its
Affiliates, without the need to secure the prior consent from such third parties.





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	 	7.2	 	RBNV, RBG and Dynavax warrant and represent to each other that (i) it has the
full right and authority to enter into this Agreement and to grant the rights granted
herein; (ii) it has not previously granted any rights to third parties in conflict with
the rights and options granted herein; (iii) it shall not violate the law or existing
contractual obligations by executing this Agreement; (iv) it is not bound by any
obligations to third parties that would impair its ability to perform its obligations
or grant the licenses contemplated herein; and (v) it has duly executed this
Agreement. UNLESS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, EACH PARTY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, PATENT VALIDITY, TECHNICAL FEASIBILITY, FITNESS FOR
ANY PARTICULAR PURPOSE, AND ANY WARRANTIES CONCERNING THE INHERENT PROPERTIES OF KNOW
HOW AND RBG IP SUPPLIED OR LICENSED UNDER THIS AGREEMENT. EACH PARTY MAKES NO WARRANTY
AS TO THE MERCHANTABILITY OF THE PRODUCTS, ITS LICENSED KNOW HOW OR LICENSED PATENTS.





SECTION 8. INDEMNIFICATIONS AND INSURANCE





	 	8.1	 	Licensee Third Party Responsibilities.
	 
	 	8.1.1	 	Dynavax/RBG Responsibility. Dynavax and RBG shall be responsible, and
shall hold RBNV harmless for: (i) all financial obligations to third parties (i.e.
parties that are not Parties hereto and Affiliates thereof) due to the receipt or
exercise by Dynavax or RBG of the rights addressed in section 4.2; and (ii) all
requirements in relation to RBNV’s existing (as of the Closing Date) third-party
licenses, arising out of Dynavax’s or RBG’s receipt or exercise of the rights addressed
in section 4.2 of which RBNV informs Dynavax (i.e. if third-party obligations exist
(meaning that they are provided for in a written agreement with a third party executed
before the Closing Date) for the use of the Master Cell Line by RBG and Dynavax under
the license of Section 4.2, then fulfillment of those obligations shall not be RBNV’s
responsibility, but RBNV must inform RBG and Dynavax of such third-party obligations in
order for RBG and Dynavax to be able to fulfill them). For the avoidance of any doubt,
RBNV shall not be liable for any financial obligations to third parties, including for
example upstream royalties or other payments, arising out of Dynavax’s, RBG’s or their
Affiliates’ exercise of rights to third-party technology the rights in which have been
sublicensed hereunder.
	 
	 	8.1.2	 	RBNV/Affiliate Responsibility. RBNV is responsible, and shall hold
RBG and Dynavax harmless for: (i) all financial obligations to third parties (i.e.
parties that are not Parties hereto and Affiliates thereof) due to the receipt or
exercise by RBNV and its Affiliates of the license of subsection 4.3.1 and/or 4.3.2,
and (ii) all requirements in relation to RBG’s existing (as of the Closing Date)
third-party licenses for RBG IP, arising out of RBNV’s or its Affiliates’ receipt or
exercise of the licenses of subsections 4.3.1 and 4.3.2 of which RBG and/or Dynavax
informs RBNV (i.e. if third-party obligations exist (meaning that they are provided for in a





[ * ] = 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.





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	 	 	 	written agreement with a third party executed before the Closing Date) for the
exercise of the licenses of Sections 4.3.2 and 4.3.2 shall not be Dynavax’s nor RBG’s
responsibility, but Dynavax or RBG must inform RBNC of such third-party obligations in
order for RBNV and its Affiliates to be able to fulfill them. For the avoidance of any
doubt, RBG and Dynavax shall not be liable for any financial obligations to third
parties, including for example upstream royalties or other payments, arising out of
RBNV’s or its Affiliates’ exercise of rights to third-party RBG IP sublicensed
hereunder.
	 
	 	8.1.3	 	Cooperation. The Parties shall cooperate in the mechanics of making
payment to any upstream licensors. This includes that the sublicensing Party will
forward payments and reports received from the sublicensed Party to the third-party
licensor, promptly after receipt, and will share promptly all notices of delinquency
and non-payment received.






	 	8.2	 	General Product Indemnification.






	 	(a)	 	Each licensing Party herein (“Licensor”) shall not be liable
for, and each licensed Party herein (“Licensee”) shall defend indemnify and
hold Licensor together with its Affiliates and the directors, officers and
employees of all of them (the “Licensor Indemnitees”) harmless against, any and
all liabilities (including product liability and infringement of third party
Patents insofar as such infringement relates to activities carried out by
Licensee under this Agreement), damages, losses costs, and expenses, including
reasonable attorney’s fees (collectively “Damages”), resulting in any manner
from third-party claims, demands and actions (collectively, “Claims”) arising
out of (a) the use by Licensee or its Affiliates of the Master Cell Line and/or
the licensed Know How, or (b) the Licensee’s other activities in exercise of a
license granted it hereunder, including the development or manufacture of
licensed (hereunder) prototypes or clinical supplies by Licensee or its
Affiliates, or the use of any licensed (hereunder) product manufactured, or
used by Licensee or its Affiliates by any human being regardless of whether
such use was contemplated by the Parties, except in the case of each (a) and
(b) to the extent such liabilities result from (x) the willful misconduct, or
gross negligence by the Licensor Indemnitees and/or (y) the Licensor’s breach
of its representations and warranties under this Agreement. For purposes of
illustration, Dynavax shall not be responsible and shall be defended and held
harmless by RBNV for product liabilities relating to [ * ] while RBNV shall
not be responsible for and shall be defended and held harmless by Dynavax and
RBG for product liabilities relating to Supervax Program Products, Theravax
Program Products and Cytovax Program Products. RBG is the Licensor, and RBNV
and its Affiliates are the Licensees, regarding the licenses of Section 4.3.
RBNV is the Licensor, and RBG, Dynavax and their Affiliates are the Licensees,
regarding the licenses of Section 4.2.
	 
	 	(b)	 	RBG hereby agrees to indemnify, defend and hold harmless RBNV
and its





[ * ] = 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.






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	 	 	 	Licensor Indemnitees from and against all Damages resulting from Claims
to the extent arising out of (1) a breach of RBG’s representations and
warranties under this Agreement, and/or (2) RBG Indemnitees’ willful
misconduct, or gross negligence. Likewise, RBNV hereby agrees to indemnify,
defend and hold harmless RBG and its Licensor Indemnitees (including Dynavax
and its people) from and against all Damages resulting from Claims to the
extent arising out of (1) a breach of RBNV’S representations and warranties
under this Agreement, and/or (2) RBNV Indemnitees’ willful misconduct, or gross
negligence.






	 	8.3	 	Indemnification Procedure. If a Party (the “Indemnitee”) intends to
claim indemnification under Section 8, Indemnitee shall promptly notify the other Party
(the “Indemnitor”) of any claim, demand, action, or other proceeding for which the
Indemnitee intends to claim such indemnification. The Indemnitor shall have the right
to participate in, and to the extent the Indemnitor so desires jointly with any other
Indemnitor similarly noticed, to assume the defense thereof with counsel selected by
the Indemnitor; provided, however, that the Indemnitee shall have the right to retain
its own counsel at Indemnitee’s own expense. The indemnity obligations under this
Article 8 shall not apply to amounts paid in settlement of any claim, demand, action or
other proceeding if such settlement is effected without the prior express written
consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed.
The failure to deliver notice to the Indemnitor within a reasonable time after notice
of any such claim or demand, or the commencement of any such action or other
proceeding, only to the extent actually prejudicial to its ability to defend such
claim, demand, action or other proceeding, shall relieve such Indemnitor of any
liability to the Indemnitee under this Article 8 with respect thereto, but the omission
so to deliver notice to the Indemnitor shall not relieve it of any liability that it
may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not
settle or otherwise consent to an adverse judgment in any such claim, demand, action or
other proceeding, that diminishes the rights or interests of the Indemnitee without the
prior express written consent of the Indemnitee, which consent shall not be
unreasonably withheld or delayed. The Indemnitee, its Affiliates, and all of their
employees and agents, shall reasonably cooperate with the Indemnitor and its legal
representatives in the investigation of any claim, demand, action or other proceeding
covered by this Section 8.






	 	 	 	If the Parties cannot in good faith agree as to the application of Section 8.2 to any
particular Claim, then each Party may the conduct its own defense of such Claim and reserves
the right to claim indemnification (to the extent provided for in Section 8.2) from the
other Party upon resolution of the underlying Claim.






	 	8.4	 	Insurance. Each Party shall maintain insurance against all foreseeable
risks and claims arising from its performance of activities licensed hereunder.
	 
	 	8.5	 	Limitation of Liability. EXCEPT TO THE EXTENT A PARTY MAY BE REQUIRED
TO INDEMNIFY THE OTHER FOR AMOUNTS PAID TO





[ * ] = 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.






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	 	 	 	THIRD PARTIES OR AS REGARDS A BREACH OF A
CONFIDENTIALITY OBLIGATION, NEITHER PARTY (NOR ITS AFFILIATES) SHALL BE LIABLE TO THE
OTHER PARTY (NOR ITS AFFILIATES) FOR PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL
DAMAGES (SUCH AS LOST PROFITS, OPPORTUNITY COSTS, MISSED BUSINESS OPPORTUNITIES, OR
OTHER THINGS CAUSED BUT NOT PROXIMATELY CAUSED BY ANY BREACH OR DEFAULT UNDER THIS
AGREEMENT, WHETHER THE THEORY OF LIABILITY IS GROUNDED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) PRODUCT LIABILITY OR OTHERWISE). EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT TO SEEK SUCH DAMAGES.





SECTION 9. MISCELLANEOUS





	 	9.1	 	Governing Law. This Agreement will be governed by the laws of [ * ]
(without giving effect to its conflict of law rules and regulations). Any dispute
shall be resolved by arbitration before the London Court of International Arbitration
in accordance with the [ * ] applying the substantive law of [ * ] excluding
conflicts of law rules.
	 
	 	9.2	 	Arbitration Procedure.
	 
	 	 	 	Any controversy, dispute or claim which may arise out of or in connection
with this Agreement, including the exhibits attached hereto, or the interpretation,
enforceability, performance, breach, termination or validity thereof, including
disputes relating to alleged breach or termination of the foregoing, but excluding
any determination as to the infringement, validity or claim interpretation of
Patents of each Party related to the subject matter hereof and/or the misuse and/or
misappropriation of a Party’s Information, (each a “Dispute”) shall be resolved by
binding arbitration in accordance with the [ * ] except where this rules conflict
with this provision, in which case this provision controls. The Arbitration shall
be held in English and shall take place in London. The Dispute shall be construed
in accordance with the laws of [ * ] exclusive of conflicts of law rules. The
arbitration tribunal shall consist of three neutral arbitrators, each of whom shall
be an attorney who (a) has at least fifteen (15) years of experience in the
biopharmaceutical field in a law firm or corporate law department of over
twenty-five (25) lawyers or (b) was a judge of a court of general jurisdiction.
However: (X) at least one of the arbitrators must be an attorney described in
clause (a) of the foregoing sentence; (Y) at least one of the arbitrators must be
trained in [ * ] and have been admitted to practice in [ * ] ; and (Z) at least
one of the arbitrators must be a native English speaker. The arbitrators shall be
neutral, independent, disinterested, and impartial. Each Party shall nominate in
the request for arbitration and the answer thereto one arbitrator and the two
arbitrators so named will then jointly appoint the third arbitrator as chairman of
the arbitration tribunal. After appointment, the Parties shall have no ex-parte
communication with their proposed arbitrator. If one Party fails to nominate its
arbitrator or, if the Parties’ arbitrators cannot agree on the person to be named
as chairman within





[ * ] = 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.




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	 	 	 	[ * ] the President of the London Court of International
Arbitration shall make the necessary appointments. Within [ * ] of initiation of
arbitration, the Parties shall reach agreement upon and thereafter follow
procedures assuring that the arbitration will be concluded and the award rendered
within no more than eight months from selection of the arbitrators. Failing such
agreement, the Arbitration Rules of the London Court of International Arbitration
will control the procedures and scheduling and the Parties will follow procedures
that meet such a time schedule. Each Party has the right before or, if the
arbitrators cannot hear the matter within an acceptable period, during the
arbitration to seek and obtain from the appropriate court provisional remedies such
as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm,
maintain the status quo or preserve the subject matter of the arbitration. Any
request for such provisional measures by a Party to a court shall not be deemed a
waiver of this agreement to arbitrate. In addition, the Arbitrator Tribunal may,
at the request of a Party, order provisional or conservatory measures (including,
without limitation, preliminary injunctions to prevent breaches hereof) and the
Parties shall be able to enforce the terms and provisions of such orders in any
court having jurisdiction. The decision of the arbitration tribunal must be in
writing and must specify the basis on which the decision was made, and the award of
the arbitration tribunal shall be final and judgment upon such an award may be
entered in any competent court or application may be made to any competent court
for judicial acceptance of such an award and order of enforcement. AS IS
CONSISTENT WITH SECTION 8.5, THE ARBITRATOR SHALL BE EMPOWERED TO AND SHALL NOT
AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES (SUCH AS
LOST PROFITS, OPPORTUNITY COSTS, MISSED BUSINESS OPPORTUNITIES, OR OTHER THINGS
CAUSED BUT NOT PROXIMATELY CAUSED BY ANY BREACH OR DEFAULT UNDER THIS AGREEMENT,
WHETHER THE THEORY OF LIABILITY IS GROUNDED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) PRODUCT LIABILITY OR OTHERWISE), AND EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. NO PARTY MAY SEEK OR OBTAIN PREJUDGMENT
INTEREST OR ATTORNEY’S FEES OR COSTS.






	 	9.3	 	Notice and Reports. All notices required by this Agreement shall be in
writing. All notices and reports shall be sent by fax followed by overnight courier to
the Parties at the following addresses or such other addresses as may be designated in
writing by the respective Parties:





	 	 	 	 	 	 	 	 	 
	 

	 	To RBNV:
	 	Rhein Biotech NV
	 	 	 	 
	 

	 	 	 	 	 	Oude Maasstraat 47,	 	 
	 

	 	 	 	 	 	NL 6229 BC Maastricht,	 	 
	 

	 	 	 	 	 	The Netherlands	 	 
	 

	 	 	 	 	 	[ * ]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	To RBG:
	 	 	 	Rhein Biotech GmbH	 	 




[ * ] = 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.



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	 	 	 	 	 	Eichsfelder Strasse 11

Dusseldorf 40595
	 	 
	 

	 	 	 	 	 	Germany	 	 
	 

	 	 	 	 	 	[ * ]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	To Dynavax:	 	     Dynavax Technologies Corporation

2929 Seventh Street, Suite 100

Berkeley, CA 94710

USA	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	[ * ]	 	 
	 

	 	 	 	 	 	ATTN: CEO	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	With a required copy to Dynavax at the same	 	 
	 

	 	 	 	 	 	address and fax, to “ATTN: LEGAL	 	 
	 

	 	 	 	 	 	DEPARTMENT.”	 	 





Any notices shall be deemed given when received by the other Party, including in the case of
notices sent by facsimile, if the sender has a valid confirmation of the facsimile going through.





	 	9.4	 	Priority of Agreement. The Parties agree and acknowledge that this
Agreement supersedes any and all prior written or oral agreements between the Parties
and any of their affiliates concerning the subject matter of this Agreement. In
particular, this Agreement supersedes the Letter of Intent in all respects regarding
the subject matter of this Agreement. The Letter of Intent shall not be used to
interpret or deemed to limit or modify the terms of this Agreement. However, the
Confidentiality Agreement will remain in effect and will not be superseded by this
Agreement; provided, however, that information exchanged between the Parties (with each
Party for this purpose being deemed to include its Affiliates) shall be deemed
exchanged under the Confidentiality Agreement) and protected thereunder; and provided,
further, that notwithstanding any restriction on use stated in such Confidentiality
Agreement, the right of a Party and its Affiliates to use items of confidential
information, materials and know-how as stated in this Agreement shall not be restricted
by such Confidentiality Agreement within the scope of a right or license granted
hereunder to such Party and its Affiliates and instead the Parties’ (and their
Affiliates’) rights stated in this Agreement shall prevail. This Agreement and the
Exclusive License Agreement between Green Cross and RBG and the Trademark Assignment
Agreement both signed on the Closing Date together state the Parties entire agreement
with respect to Supervax Program Products, as if they were a single agreement, with
none of such agreement superseding any of the others of them.






	 	9.5	 	Assignability. This Agreement may not be assigned without the prior
written consent of the other Party, except (i) to an Affiliate, (ii) upon merger of a
Party, or (iii) upon the sale of all or substantially all of Licensee’s assets relating
to the





[ * ] = 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.




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	 	 	 	manufacture of antibodies or proteins. Any attempted assignment contrary to the
terms of this provision shall be void.
	 
	 	9.6	 	Force Majeure. Neither Party or its Affiliates shall be liable for any
unforeseeable event beyond its reasonable control not caused by the fault or negligence
of such Party, which causes such Party to be unable to perform its obligations under
this Agreement, and which it has been unable to overcome by the exercise of due
diligence. In the event of the occurrence of such a force majeure event, the Party
unable to perform shall promptly notify the other Party. It shall further use its best
efforts to resume performance as quickly as possible and shall suspend performance only
for such period of time as is necessary as a result of the force majeure event
	 
	 	9.7	 	Expenses. Each Party shall bear its own expenses, if not expressly
agreed otherwise in this Agreement.
	 
	 	9.8	 	Amendment and Waiver. This Agreement may be amended or modified only
by a writing executed by each of the Parties. No waiver of any breach of this Agreement
will be deemed to constitute a continuing waiver of any subsequent breach, whether of
the same or of any other provision hereof.
	 
	 	9.9	 	Severability. If any provision of this Agreement is held or found to
be unenforceable, such provision shall be deemed severed and stricken from this
Agreement, but the remainder of this Agreement shall under all circumstances remain in
full force and effect. The Parties intend that even is a provision is found to be
unenforceable and thus deemed severed and stricken from this Agreement, the remaining
terms of this Agreement shall continue in effect in all cases, and there shall be no
right to rescind or terminate this Agreement.
	 
	 	9.10	 	Counterparts. This Agreement may be executed in multiple counterparts,
each of which will constitute an original, but all of which when taken together will
constitute a single agreement. Delivery of an executed counterpart signature page of
this Agreement by facsimile, email or other electronic transmission will be effective
as delivery of a manually executed counterpart of this Agreement.





{REMAINDER OF PAGE INTENTIONALLY BLANK}



[ * ] = 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.




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CONFIDENTIAL



THIS AGREEMENT HAS BEEN EXECUTED BY DYNAVAX, RBG AND RBNV, TO HAVE EFFECT ON THE DATE FIRST WRITTEN
ABOVE ON THE FIRST PAGE OF THIS AGREEMENT.




	 	 	 	 	 
	 

	 	 	 	 
	For RBNV:	 	 
	 
	 	 	 	 
	By:

	 	/s/ P.G.J. Heijmanns
 

	 	 
	Name:

	 	P.G.J. Heijmanns	 	 
	Title :

	 	Managing Director	 	 
	 
	 	 	 	 
	For Dynavax:	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dino Dina
 

	 	 
	Name:

	 	Dino Dina, M.D.	 	 
	Title:

	 	President and CEO	 	 
	 
	 	 	 	 
	For RBG:	 	 
	 
	 	 	 	 
	By:

	 	/s/ Frank Ubags
 

	 	 
	Name:

	 	Frank Ubags	 	 
	Title:

	 	CEO	 	 





[ * ] = 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.





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CONFIDENTIAL




Exhibit 1.16




The RBG Patents




[ * ]



[ * ] = 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.




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CONFIDENTIAL




Exhibit 2.2




Termination of Berna Agreement 




TERMINATION AGREEMENT



This Termination Agreement (“Agreement”) is made as of the 21st day of April 2006 (hereinafter the
“Effective Date”) by and between



BERNA BIOTECH AG, a Swiss Company having its registered Head Office at Rehhagstrasse 79, CH-3018
Bern, Switzerland (“Berna”)



And



DYNAVAX TECHNOLOGIES CORPORATION, a USA corporation having its offices at 2929 Seventh Street,
Suite 100, Berkeley, CA 94710 USA (“Dynavax”).



(With each of Berna and Dynavax, referred individually as a “Party” and collectively as the
“Parties”).




WITNESSETH



WHEREAS, Berna is the owner of 100 per cent of the share capital of Rhein Biotech NV (hereinafter
“RBNV”), which prior to the Effective Date owned 100 percent of the share capital of Rhein Biotech
GmbH (hereinafter “RBG”);



WHEREAS, Berna and Dynavax are parties to the License and Supply Agreement dated November 19, 2003
(“November 19 Agreement”), a copy of which is attached hereto as Exhibit 1;



WHEREAS, Dynavax is purchasing RGB, and RBNV is selling RGB to Dynavax;



WHEREAS, the sale of RBG to Dynavax is conditioned on the Parties’ mutual termination of the
November 19, 2003 Agreement on the terms and conditions set forth in this Termination Agreement;



NOW THEREFORE, in consideration of the premises, the mutual understandings and the obligations
herein contained, and intending to be legally bound, the Parties do hereby agree as follows,:





	 	1.	 	Pursuant to Section 15.2 of the November 19 Agreement, the Parties mutually
agree to terminate the November 19 Agreement as of the Effective Date.
	 
	 	2.	 	With the exceptions of (a) any payments already made under
the November 19 Agreement, (b) any payments due and owed as of Closing to
Berna, and (c) the Parties’ obligations under Section 14 of the November 19 Agreement,
all financial and other obligations based on the November 19 Agreement are forever waived and
forgiven.




[ * ] = 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.




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CONFIDENTIAL





	 	3.	 	Without limiting the generality of the foregoing, neither Party shall be bound
by the surviving Sections 4.4 thorough 4.9, 8, 9 through 13 and 16 of the November 19
Agreement, notwithstanding Section 15.6 of the November 19 Agreement. The
confidentiality clause 14 shall, however, survive termination.
	 
	 	4.	 	Any and all rights of the Parties relating to the subject matter of the
November 19 Agreement, shall be only as set forth in the Definitive Commercial
Agreement dated as of the Effective Date, among Dynavax, RBG and Rhein Biotech NV.





(Signature page follows)



[ * ] = 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.




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CONFIDENTIAL



IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed, in two copies,
each an original, by their respective duly authorized officers and representatives with effect as
of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	DYNAVAX TECHNOLOGIES CORPORATION	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Dino, Dina	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	Dino Dina, M.D.
	 	 	 	By:
	 	blank	 	 	 	 
	Title:

	 	President & CEO
	 	 	 	Title:
	 	blank	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	blank
	 	 	 	Date:
	 	blank	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BERNA BIOTECH AG	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ René Beukema	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	René Beukema
	 	 	 	By:
	 	blank	 	 	 	 
	Title:

	 	General Counsel & Corporate	 	 	 	Title:
	 	blank	 	 	 	 
	 

	 	Secretary of Crucell Holland, B.V.
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	21 April, 2006
	 	 	 	Date:
	 	blank	 	 	 	 





[ * ] = 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.




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CONFIDENTIAL




Exhibit 2.3




Supervax Trademark Assignment Agreement




TRADEMARK ASSIGNMENT AGREEMENT



This Trademark Assignment Agreement (“Agreement”) is made as of the .... day of March 2006
(hereinafter the “Effective Date”) by and between



BERNA BIOTECH AG, a Swiss Company having its registered Head Office at Rehhagstrasse 79, CH-3018
Bern, Switzerland (“Assignor”)



And



RHEIN BIOTECH GmbH, formed and in good standing under the laws of Germany, having its seat in
Dusseldorf, Eichsfelder Strasse 11, 40595, Germany, (“Assignee”);




WITNESSETH



WHEREAS, Assignor has adopted, and used, the mark “SUPERVAX” (hereinafter the “Trademark”), which
it has registered worldwide. Attached Exhibit 1 identifies the specific registrations by country;



WHEREAS, Assignor has exclusively licensed, on a worldwide basis, the Trademark to Assignee in a
Trademark License Agreement having the Effective Date of October 24, 2005;



WHEREAS, Assignor is selling its equity interest in Assignee to another Party, and as a
consequence, is willing to assign the Trademark to Assignee, and Assignee is willing to acquire
title to such Trademark;



NOW THEREFORE, in consideration of the premises, the mutual understandings and the obligations
herein contained, and intending to be legally bound, Assignor and Assignee do hereby agree as
follows,:




1. For good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor does hereby assign to Assignee all rights, title and interest in
and to said Trademark, the goodwill of the business symbolized by said mark, along with
the registrations thereof worldwide.



2. Assignor shall cooperate with all of Assignee’s reasonable requests for the
execution of formal documents, which Assignee may require to record its title to said
registrations with, and assume responsibilities for representation before, the
trademark office authorities of the various countries in which the Trademark is
registered.



3. As of Closing, Assignee shall assume all responsibilities for the filing,
prosecution, and maintenance of the Trademark worldwide.



4. The terms and conditions of this Assignment Agreement, including the
Attachments hereto, constitute the entire agreement and understanding of the Parties,


[ * ] = 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.




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CONFIDENTIAL





supersede all previous communications, whether oral or written, between the Parties,
including any previous agreement or understanding varying or extending the same. There
are no further or other agreements or understandings, written or oral, in effect
between the Parties with respect to the subject matter hereof.



5. This Agreement may be released, discharged, abandoned, changed or modified in
any manner, only by an instrument in writing of equal formality, signed by the duly
authorized officer or representative of the Parties.



6. Notices. All notices required by this Agreement shall be in writing.
All notices shall be sent by fax followed by overnight courier to the Parties at the
following addresses or such other addresses as may be designated in writing by the
respective Parties:



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	To Berna:
	 	Berna Biotech AG	 	 	 	 
	 

	 	 	 	 	 	Rehhagstrasse 79	 	 
	 

	 	 	 	 	 	CH-3018 Berne	 	 
	 

	 	 	 	 	 	Switzerland	 	 
	 

	 	 	 	 	 	[ * ]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	To RBG:
	 	 	 	Rhein Biotech GmbH	 	 
	 

	 	 	 	 	 	Eichsfelder Strasse 11	 	 
	 

	 	 	 	 	 	Dusseldorf 40595	 	 
	 

	 	 	 	 	 	Germany	 	 
	 

	 	 	 	 	 	[ * ]	 	 





Any notices shall be deemed given when received by the other Party.




7. Force Majeure. No Party, or its Affiliates, shall be liable for any
failure or delay in performance under this Agreement which is due in whole or in part
directly or indirectly to any cause of any nature beyond the reasonable control of such
Party or its Affiliate.



(Signature page follows)



[ * ] = 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.




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IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed, in two copies,
each an original, by their respective duly authorized officers and representatives with effect as
of the date first above written.




RHEIN BIOTECH GmbH




	 	 	 	 	 	 	 	 	 
	/s/ Frank Ubags	 	 	 	/s/ Z. Janowicz
	 	 	 	 	 
	By:

	 	Frank Ubags
	 	 	 	By:
	 	Z. Janowicz
	Title:

	 	managing director
	 	 	 	Title:
	 	COO
	 
	 	 	 	 	 	 	 	 
	Date:

	 	21 April, 2006
	 	 	 	Date:
	 	21 April, 2006
	 
	 	 	 	 	 	 	 	 
	BERNA BIOTECH AG	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ René Beukema	 	 	 	 	 	 
	 	 	 	 	 	 	 
	By:

	 	René Beukema
	 	 	 	By:
	 	blank
	Title:

	 	General Counsel & Corporate	 	 	 	Title:
	 	blank
	 

	 	Secretary of Crucell Holland, B.V.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	21 April 2006
	 	 	 	Date:
	 	blank





[ * ] = 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.




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CONFIDENTIAL




EXCLUSIVE LICENSE AGREEMENT



This Exclusive License Agreement (“Agreement”) is made as of the 21st day of April 2006
(hereinafter the “Effective Date”) by and between



GREEN CROSS VACCINE CORP., a corporation organized and existing under the laws of the Republic of
Korea, having its registered offices at 227-3, Kugai-Ri, Kiheung-Eup, Yongin City, Kyounggi
Province, Republic of Korea, (“Licensor”)



And



RHEIN BIOTECH GmbH, formed and in good standing under the laws of Germany, having its seat in
Düsseldorf, Eichsfelder Strasse 11, 40595, Germany, (“Licensee” or “RBG”);



(With Licensor and Licensee, referred individually as a “Party” and collectively as the “Parties”).




WITNESSETH




WHEREAS, Berna Biotech AG (“Berna”) is the owner of substantially all of the share capital
of (1) Rhein Biotech NV, incorporated under the laws of the Netherlands having its registered
office at Oude Maasstraat 47, NL 6229 BC Maastricht, The Netherlands (hereinafter “RBNV”),
which prior to the Effective Date owned 100 percent of the share capital of RBG and of (2)
Rhein Vaccines B.V., which owns 100% of the share capital of Licensor;



WHEREAS, the Parties entered into a Development agreement dated January 1, 2003 (“Development
Agreement”), whereby Licensee provided services for the development of Supervax (defined
below) for and on behalf of Licensor; and subsequent thereto, the Parties enter into the
“License Option Agreement Supervax” dated November 9, 2005 (“Option Agreement”), which grants
the Licensee an exclusive worldwide option to an exclusive license for Supervax;



WHEREAS, Dynavax, a vaccine company based in the USA, and RBNV entered into a Letter of Intent
dated March 10, 2006, to sell RBG to Dynavax (the “Letter of Intent);


[ * ] = 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.




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WHEREAS, among other things the Letter of Intent also provided certain licensing terms
regarding Supervax, which licensing terms regarding Supervax are being superseded by this
Agreement;



WHEREAS, as an ancillary condition to the sale of RBG to Dynavax, Dynavax shall cause RBG to
exercise the exclusive license option in the Option Agreement, and Licensor shall grant such
exclusive license as provided for hereinbelow.


NOW THEREFORE, in consideration of the premises, the mutual understandings and the obligations
herein contained, and intending to be legally bound, Licensor and Licensee do hereby agree as
follows:




SECTION 1: DEFINITIONS





	 	 	Plural used in this Agreement shall mean singular and vice versa. The following
initially capitalized terms shall have the following meanings when used in this Agreement
(and derivative forms of them will be interpreted accordingly):
	 
	1.1	 	“Actual Cost for Filling and Packaging of vials” shall mean the cost [ * ]
	 
	1.2	 	“Affiliate” shall mean (i) any corporation or business entity of which fifty percent (50%) or
more of the securities or other ownership interests representing the equity, the voting stock
or general partnership interest are owned, controlled or held, directly or indirectly, by a
Party; or (ii) any corporation or business entity which, directly or indirectly, owns,
controls or holds fifty percent (50%) (or the maximum ownership interest permitted by law) or
more of the securities or other ownership interests representing the equity, the voting stock
or, if applicable, the general-partnership interest, of a Party. Affiliates of Licensor
include Crucell N.V., a Dutch corporation; RBNV; Rhein vaccines B.V.; and Berna Biotech AG.
Affiliation shall be determined based on RBG being wholly owned by Dynavax, and not owned at
all by RBNV.
	 
	1.3	 	“Cost for Registration” shall mean all costs related to entering into registrations, or
obtaining regulatory approvals (such as BLAs and NDAs in the U.S. and regulatory approvals
have a similar effect in other countries), in each case for Supervax for prophylactic
applications or indications, including all direct, indirect, internal and external costs
related to:




[ * ]





	 	 	The Parties recognize that there is some overlap among different categories included in
(a) – (b). Individual costs, however, shall not be double-counted across multiple
categories. Any overlap between the categories shall not, however, be used or
interpreted to narrow any of (a) – (b).
	 
	1.4	 	“Cost for Technology Transfer” shall mean all [ * ] respecting Supervax.
	 
	1.5	 	“Development Agreement” shall have the meaning given in the second recital above.




[ * ] = 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.





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	1.6	 	“Effective Date” shall have the meaning stated above in the first paragraph of this
Agreement.
	 
	1.7	 	“Field” means the prevention (or prophylaxis) of disease in humans.
	 
	1.8	 	“Letter of Intent” shall have the meaning given in the third recital above.
	 
	1.9	 	“License Revenues” shall mean all [ * ] in respect of such sublicense. To be clear, the
following, even if received from a Sublicensee pursuant to such an agreement, are excluded
from License Revenues:




[ * ]





	 	 	As regards (c) and (d), the recovered (through the payment from the Sublicensee)
expenses shall not then be included under any cost category that is included as a
deduction to arrive at Net Profit. As regards (a), [ * ] As regards (b), [ * ] As
regards (c), this exclusion from License Revenues is limited to actual cost and as
regards internal personnel costs is limited to reasonable FTE rates at the rate of [ * ]
adjusted for inflation every year by reference to [ * ] with the first adjustment to be
made with respect to FTEs devoted in [ * ] plus all materials, travel and related
expenses.
	 
	1.10	 	“Marketing, Sales & Distribution Expenses” shall mean Licensee’s and its Affiliates’ direct,
indirect, internal and external costs to market, sell and distribute Supervax Program
Products, including the following types of such costs:




[ * ]





	1.11	 	“Net Profit” shall mean the sum of [ * ] minus all of the following: [ * ]
	 
	 	 	To the extent such calculation results in a negative number (i.e., a loss) for the
applicable reporting period, then [ * ]
	 
	 	 	Internal costs included in Net Sales shall be accounted for based on actual cost, with
internal labor costs being billed at a rate of [ * ] adjusted for inflation every year
by reference to [ * ] with the first adjustment to be made with respect to FTEs devoted
in [ * ] External costs shall be accounted for at the amount equal to amounts paid out
to third parties. RBG is entitled to do all accounting hereunder in accordance with U.S.
generally accepted accounting principles, consistently applied.
	 
	 	 	If there is any overlap among different cost deduction categories used in the calculation
of Net Sales and Net Profits, such individual costs, however, shall not be double-counted
across multiple such deducted categories. Any overlap between the categories shall not
be used or interpreted to narrow, however, any such deducted cost category.
	 
	1.12	 	“Net Sales” shall mean the gross invoice price of sales of Supervax Program Products made by
Licensee, and its Affiliates to third parties (including distributors and Sublicensees) less
deductions for [ * ] Sales made by third parties, such as Sublicensees, which sales are used to calculate the payment of License Revenues to Licensee, shall
not be included in Net Sales. Sales from Licensee or its Affiliate to third-party selling agents or
contractors, where Licensee or its Affiliate has no royalty or profit interest in the resales by the
such agents or contractors (as in the case of a traditional distributor), shall be included in the calculation of Net Sales (although resales by such agents or contractors shall not be).




[ * ] = 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.




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	1.13	 	“Option Agreement” shall have the meaning given in the second recital above.
	 
	1.14	 	“Patent” shall mean granted patents, including utility models and certificates of invention,
and reissues, re-examinations, supplementary protection certificates, extensions, and term
restorations thereof, and patent applications therefor, including any continuations,
continuations-in-parts, divisionals thereof, and the like.
	 
	1.15	 	“Patent Costs” shall mean all direct, indirect, internal and external patent preparation,
prosecution, extension and maintenance costs specifically relating to Supervax Program
Products or the manufacture, use, clinical testing thereof, including fees to patent offices
and outside and counsel, and a reasonable accounting of internal legal resources, together
with those costs referred to in the last sentence of Section 4.2 below as well as those
referred to in the last sentence of Section 8.1.1 below.
	 
	1.16	 	“Payment Term” means, for a given country, the period from first commercial sale of the first
Supervax Program Product in a given country, to [ * ] thereafter. Payment Term is determined
on a country-by-country basis.
	 
	1.17	 	“Supervax Technology” shall mean all materials, information, experience and data, formulae,
procedures, culture medium and growth conditions, results and specifications, manufacturing
processes, equipment specifications, purification processes, regulatory filings, and rights of
reference thereto, product registrations, and vaccine-related clinical and pre-clinical data,
in written or electronic form, which are related specifically to Supervax, which (i) are in
the possession of Licensor at the Effective Date, and/or has been transferred to Licensee
prior to the Effective Date pursuant to the obligations of preceding Research/License
Agreement, and the Development Agreement (as defined herein), (ii) are necessary or useful in
connection with the research, development, manufacture of Supervax, (iii) are not subject to a
third party confidentiality obligation that prevents Licensor from disclosing the same, and
(iv) are not generally known or published. Schedule 1.11 provides an exemplary list of
Supervax Know How. This list is not all-inclusive. Items otherwise fitting within the
foregoing definition but not stated on such list remain nevertheless included in the Supervax
Technology.
	 
	1.18	 	“Sublicensee” shall mean a third party to whom Licensee has granted a license and/or
sublicense under the Supervax Technology to make, use, offer to sell, import, use or sell
Supervax in the Field.
	 
	1.19	 	“Supervax” shall mean the current prophylactic two dose Hepatitis B vaccine that includes the
[ * ] adjuvant. [ * ]
	 
	1.20	 	“Supervax Program Products” means all prophylactic Hepatitis B vaccines that contain all of
the following: [ * ] The Supervax Program Products include Supervax.
	 
	 	 	In addition, throughout this Agreement the words “include” (and all conjugations of it),
“such as” and “for example” shall each be deemed to be followed by the words “without limitation,” “but without limitation,” or similar language against construing the
language as limiting.




[ * ] = 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.




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SECTION 2: LICENSE GRANT





	2.1	 	Exclusive License. Licensor grants to Licensee and its Affiliates a profit
share-bearing (solely as set forth in this Agreement), worldwide, exclusive (even as to
Licensor and its Affiliates) license under the Supervax Technology to develop, make, have
made, use, sell, offer to sell, store, import, export and distribute Supervax Program Products
in the Field for the Term.
	 
	2.1.1	 	Sublicense Right. The license grant of Section 2.1 shall include the right to
sublicense third parties (through one or more tiers or layers of sublicensees without consent
from Licensor) the right to develop, make, have made, use, offer for sale, store, sell, import
and/or export Supervax Program Products in the Field in one (1) or more countries of the
world.
	 
	2.2	 	Retained Rights. Licensor shall retain the right to use the Supervax Technology to
perform and have performed research and development in the Field, and any other activities,
including commercial activities, provided the subject matter of such other activities are not
[ * ] Supervax Program Products in the Field. As long as the exclusive license is in effect,
the right to reference product registration files is not included. However to the extent any
third party may reference such regulatory file for a generic marketing approval (i.e. an
ANDA-like filing) Licensor may do the same, provided that it is understood and agreed
Licensor must derive rights thereto in the same manner as third parties, and does not obtain
any additional rights or access to such data through this agreement.
	 
	2.3	 	License Field Restrictions. The license grant of Section 2 is restricted by Section
6 of the Definitive Commercial Agreement among Licensee, RBNV, and Dynavax Technologies
Corporation, of even date herewith, as quoted below:






“SECTION 6: COVENANTS NOT TO COMPETE




6.1 [ * ] RBG and Dynavax, for [ * ] after Closing, will not
develop and/or market, and/or license others to develop and/or
market, for [ * ] Hepatitis B vaccine, other than Heplisav Program
Products.




6.2 [ * ] RBG and Dynavax, for [ * ] after Closing, will not
develop and/or market, and/or license others to develop and/or
market, [ * ] other than Heplisav Program Products.”



SECTION 3: DEVELOPMENT AND COMMERCIALIZATION OBLIGATIONS



[ * ] = 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.





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	1.1	 	3.0 Definition of Efforts. “Commercially Reasonable Diligent Efforts” shall mean a
reasonable level of efforts, commensurate with the efforts that a similarly situated
biotechnology company would devote to a product of similar potential and having similar
commercial advantages and disadvantages, taking into account all relevant commercial factors
such as: [ * ] In assessing Commercially Reasonable Diligent Efforts RBG and its Affiliates
will ignore any negative impact to RBG and its Affiliates of Licensor’s Net Profit share or
RBNV’s rights set forth in Section 3.1 and 3.2 of the Definitive Commercial Agreement among
RBG, RBNV and Dynavax of even date with this Agreement.
	 
	3.1	 	Exertion of Efforts. RBG, and/or its Affiliates, shall exert Commercially Reasonable
Diligent Efforts to develop and commercialize Supervax in those countries where it is
reasonable in applying the Commercially Reasonable Diligent Efforts standard to do, including
via the following kinds of activities:
	 
	3.1.1	 	progress a Supervax Program Product through development to registration, including
conducting clinical trials and preparing and filing applications for registration;
	 
	3.1.2	 	scaling up the manufacturing process for a Supervax Program Product to the scale required
for the clinical trials of Section 3.1.1;
	 
	3.1.3	 	developing a commercial production process for a Supervax Program Product, and implementing
the same in a commercial manufacturing facility; and
	 
	3.1.4	 	marketing, offering to sell, selling, importing and distributing Supervax.
	 
	3.2	 	Decision as to for which Countries to Develop and Commercialize Supervax.
	 
	3.2.1	 	Licensee is entitled to decide for which countries it wishes to develop and commercialize
Supervax, provided such decision is consistent with the Commercially Reasonable Diligent
Efforts standard.
	 
	3.3	 	If Licensee takes the decision to file for marketing approval, and/or to market, no Supervax
Program Product in any particular country in or for which Licensee has made a contrary
decision for a Heplisav Program Product, and the Commercially Reasonable Diligent Efforts
standard would require marketing Supervax in such country (taking into account all factors
provided for in the definition of such standard above, including gray market effects on
countries where Licensee will be marketing a Supervax Program Product and the potential impact
on the selling price in such countries), then Licensee shall promptly inform Licensor in
writing. Licensor may then inform Licensee, that for such country, Licensee’s exclusive
license is revoked, and, thereafter Licensor or an Affiliate theoreof, will have the rights to
register, market, offer to sell and sell Supervax in such country. Licensor shall have the
right to reference regulatory dossiers useful for registration in such market. Licensor shall
in this case be entitled under its license in Section 4.3.1 of the Definitive Commercial
Agreement between the Parties of even date with this Agreement to manufacture Supervax Program
Product solely to supply itself solely for such reverted countries.
In addition, Licensee agrees to discuss in good faith with Licensor the possibility of
Licensee supplying Licensor with quantities of Supervax Program Product for




[ * ] = 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.





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	 	 	Licensor’s sales in any such reverted countries, but Licensor shall not be required to supply
Licensor unless the Parties reach written agreement as to such supply and in any case
Licensee shall not be required under any circumstances to prioritize supply for the
reverted countries ahead of supply for countries where Licensee retains its license nor
shall Licensee be required to increase its capacity for production of Supervax Program
Products. Licensor will owe Licensee and shall pay Licensee [ * ] of Net Profits on
Supervax in each reverted country (if there ever are any), applying the cost definitions
and mechanics of set forth in this Agreement mutatis mutandis to calculate Licensor’s
Net Profits and provide for it to pay Licensee’s share of it to Licensee.
	 
	3.4	 	Commercial Partners/Sublicensee Efforts. Licensee’s Affiliates’, Sublicensees’ and
distributors’ efforts shall count as Licensees’ efforts for purposes of evaluating diligence
under this Article 3.
	 
	3.5	 	Tolling in Case of [ * ] Licensee’s diligence obligations under this Article 3
shall be tolled for the period of any [ * ] of [ * ] of the [ * ] from [ * ] that [ * ]
	 
	3.6	 	Sole Diligence Obligations. Licensee’s sole obligations to practice or work the
licensed technology and to diligently develop and commercialize hereunder shall be those
explicitly set forth above in this Article 3. No other such obligations of any kind shall be
imposed on License or any of its Affiliates, whether implied at law or in equity, or provided
in statute.





SECTION 4: PAYMENT FOR GRANTED RIGHTS





	4.1	 	Profit Sharing. The Parties hereby agree to share the Net Profits realized from the
sale and licensing of Supervax in accordance with the following:
	 
	4.1.1	 	Development Reimbursement Share. Licensee shall pay Licensor [ * ] of the Net
Profit until Licensee has paid Licensor an amount equal to the principal development
investment made by Licensor pursuant to the Development Agreement, plus accumulated interest
at [ * ] per annum, as per Schedule 1. Payment for Supervax attached hereto (“Development
Investment”). This [ * ] share of Net Profits is payable until the Development Investment
has been fully repaid to Licensor, even if [ * ]
	 
	4.1.2	 	Fully Reimbursed Share. During the Payment Term but after Licensee’s payments of
Net Profit have equaled the Development Investment, Licensee shall pay Licensor [ * ] of the
Net Profit earned in such time period.
	 
	4.1.3	 	No More Profit-Sharing After the Payment Term, Except to Reimburse the Development
Investment. Except as provided in Section 4.1.1, Licensee shall not owe Licensor any
further Net Profit with respect to each country in which the Payment Term has expired.




[ * ] = 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.




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	4.2	 	Licensee Obligations. Licensee shall be solely responsible for the payment of any
royalties, license fees, and milestone or other payments due to third parties contracted by
Licensee under licenses or similar agreements necessary to allow the manufacture, use or sale
of Supervax in the Field. However, these amounts shall be included as a deduction in the
calculation of Net Profits.





SECTION 5: PAYMENTS; BOOKS AND RECORDS; AUDIT





	5.1	 	Net Profit Reports and Payments. After the first Net Sale is recorded, Licensee
agrees to submit quarterly written reports to Licensor within ninety (90) days after the end
of each calendar quarter (December 31, April 1, July 1, and October 1), stating in each such
report the number, description, and aggregate Net Sales sold during the calendar quarter by
Licensee and its Affiliates (if applicable), the Net Profit and the amount owed to Licensor.
Concurrently with the submission of such reports, Licensee, as the case may be, shall pay the
Net Profit Share in accordance with Section 4.1.
	 
	5.2	 	Method of Payment.
	 
	5.3	 	All payments due hereunder to Licensor shall be paid in Euros in immediately available funds,
for Licensor’s account, to a bank designated in writing by Licensor.
	 
	5.4	 	Interest. If any payment under this Agreement is not made by the date on which the
same becomes due and payable, the late Party shall owe the other Party interest at the rate of
LIBOR plus two percent (2%) per annum on any outstanding amount until payment is made in full.
	 
	5.5	 	No Refunds. Payments referred to herein shall not be refundable.
	 
	5.6	 	Currency Conversion. If any currency conversion shall be required in connection with
the calculation of Profit Share hereunder, such conversion shall be calculated at the
published rate of [ * ] for such period.
	 
	5.7	 	Withholding Taxes. If Licensee is required by law to withhold taxes from any
payments due hereunder to Licensor, then Licensee shall be entitled to deduct the entire
amount of the required withholding from the amount otherwise due hereunder, shall pay the
amount required to be withheld to the relevant tax authority, and shall provide evidence of
such payment to Licensor within sixty (60) days thereafter. Licensee agrees to reasonably
cooperate with Licensor as to from what country payments required hereunder are made, provided
that any change in country requested by Licensor does not have a negative impact on taxes due
by Licensee (i.e., does not cause Licensee to owe greater taxes) that Licensor is unwilling to
reimburse Licensee.
	 
	5.8	 	Records; Inspection. Licensee, its Affiliates and their Sublicensees, shall keep
complete, true, and accurate books of account and records for the purpose of determining the
Profit Share amounts payable under this Agreement. Such books and records shall be kept at
the principal place of business of Licensee, or its Affiliate, or Sublicensee, as the case may
be, for at least three (3) years following the end of the calendar quarter to which they
pertain. Such records will be open for inspection during such three (3) year period by an
independent public accounting firm of national




[ * ] = 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.




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	 	 	prominence retained by the other Party for the purpose of verifying the Net Profit Share
statements, no more than once per set of records. Such inspections may be made no more
than once each calendar year, at reasonable times mutually agreed by Licensee and
Licensor. The Licensor’s representative or agent will be obliged to execute a
reasonable confidentiality agreement prior to commencing any such inspection.
Inspections conducted under this Section shall be at the expense of the Licensor, unless
a variation or error producing an increase exceeding [ * ] of the amount stated for any
period covered by the inspection is established in the course of any such inspection,
whereupon all costs relating to the inspection for such period will be paid the Licensee.





SECTION 6: CONFIDENTIALITY





	6.1	 	This section 6 amends and restates the confidentiality provisions, as they pertain solely to
Supervax, pursuant to (1) Section 4.1 of the Research License Agreement dated October 16,
1992, (2) Section 5a. of the Development Agreement dated January 1, 2003, and (3) Section 7 of
the License Option Agreement Supervax dated November 9, 2005, each of (1), (2) and (3) between
Licensee and Licensor’s Affiliate, Green Cross Vaccine Corp.
	 
	6.2	 	All documents, materials and know-how which may be furnished to the receiving Party hereto
(the “Recipient”) by the disclosing Party hereto (the “Disclosing Party”) pursuant to this
Agreement, and the predecessor agreements referred to in Section 6.1 hereinabove, shall be, if
suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary
Information” and, therefore, considered confidential and shall not be used by Recipient other
than for the purposes licensed under this Agreement and for the exercise of the Recipient’s
rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing
Party’s Proprietary Information as it uses in protecting and preserving its own
proprietary/confidential information of like kind to avoid disclosure or dissemination
thereof, but no less than a reasonable degree of care. Information which is disclosed orally
or otherwise than in tangible form shall be considered Proprietary Information if: (a) the
information is identified as confidential at the time of disclosure and a written summary is
provided to the Recipient within thirty (30) days thereafter, or (b) the information is
identified as confidential in writing and provided to the Recipient prior to or at the time of
disclosure by the Disclosing Party.
	 
	6.3	 	This confidentiality obligation shall not apply to information if the information: (a) is
publicly known or which the Recipient has documentary records which establish its or its
Affiliate’s knowledge prior to this disclosure; (b) subsequently becomes publicly known and/or
published through no fault of the Recipient; (c) is independently developed without use or
reference to the other Party’s Proprietary Information; (d) is required by operation of law or
requirement of a governmental authority or rules of any securities exchange having
jurisdiction to be disclosed (provided that the Party
making the required disclosure gives reasonable (under the circumstances) advance




[ * ] = 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.




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	 	 	notice of the required disclosure and all reasonable assistance to seek confidential treatment
or a protective order if appropriate ); or (e) is or was brought to the Recipient’s
attention by a third Party who has a legal right to do so.





SECTION 7: PUBLICATIONS AND PUBLICITY





	7.1	 	Each Party agrees not to use the name of the other Party or any member of its staff in sales
promotion work or advertising, or in any other form of publicity, without the written
permission of the other Party.
	 
	7.2	 	Neither Party shall disclose in any press release, public statement, or public release, the
terms of this Agreement or any information with respect to this Agreement (including, without
limitation, any release of information in connection with any scientific and medical
conference) without the other Party’s express written permission. The foregoing shall not
apply to disclosures under an understanding of confidentiality or to information, which had
theretofore been disclosed by or with the consent of the other Party. Either Party will be
free to publish the results of the Supervax project after providing the other Party with a [ *
] (which period shall commence to the date that the other Party receives the text which is to
be published and a summary of the manner of intended publication) in which to review and
approve each publication, which approval shall not be unreasonably withheld. In any such
publication by Licensor, Licensee’s contribution shall be acknowledged by Licensor.
Notwithstanding any of the foregoing, nothing in this Agreement shall be deemed to prevent a
Party (or its Affiliate) from complying with its reporting requirements as part of its
responsibilities as a public company. This includes public company reporting requirements of
Dynavax Technologies Corporation, a Delaware corporation. Accordingly, while Licensee will
attempt to give Licensor advance notice of any such required disclosures, and will reasonably
consider Licensee’s comments thereon if provided on a timeline that is reasonable in view of
the required disclosure, Licensee and its Affiliates retain the right to make all legally
required disclosures (including as legally required based on SEC interpretations), based on
the good faith advice of its outside corporate counsel.





SECTION
8: INTELLECTUAL PROPERTY





	8.1	 	 Defense of Third Party Infringement Claims.
	 
	8.1.1	 	Infringement Claims. If the production, sale or use of any Supervax in the Field
results in a claim, suit or proceeding alleging patent infringement against Licensee or
Licensor (or their respective Affiliates or Sublicenses), such Party shall promptly notify the
other Party hereto in writing setting forth the facts of such claim in reasonable detail. The
Party subject to such claim shall have the exclusive right to defend and control the defense
of any such claim, suit or proceeding, at its own
expense, using counsel of its own choice, provided, however, it
shall not enter into any settlement which admits or concedes that
any aspect of the Patent or Know How of the




[ * ] = 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.




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	 	 	other Party hereto is
invalid or unenforceable without the prior written consent of such
other Party. Such Party shall keep the other Party hereto
reasonably informed of all material developments in connection
with any such claim, suit or proceeding. All liabilities under
this Section are and shall be deemed deductible costs in the
calculation of Net Profits via inclusion within the Patent Costs.





SECTION 9: WARRANTIES, INDEMNIFICATION AND INSURANCE





	9.1	 	Disclaimer. UNLESS EXPRESSLY STATED HEREIN, LICENSOR DISCLAIMS ALL WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY CONCERNING THE SUPERVAX KNOW HOW, AND
THAT LICENSEE’S USE OF SUPERVAX KNOW HOW WILL BE FREE FROM INFRINGEMENT OF PATENTS OF THIRD
PARTIES.
	 
	9.2	 	Warranties and Representations.
	 
	9.2.1	 	Both Parties. Licensor and Licensee warrant and represent that: (i) they have the
power and authority to enter into this Agreement and perform the responsibilities and
obligations herein and the execution and delivery of this Agreement has been duly authorized;
(ii) they have the power to carry out their obligations under this Agreement; and (iii)
nothing in this Agreement or in the execution or performance thereof shall constitute a
breach, violation or default of any provision contained in such Party’s certificate or
articles of incorporation or other organizing instruments nor violate any contract or other
commitment of such Party.
	 
	9.2.2	 	Licensor Representations. Licensor represents and warrants to Licensee the
following:






	9.2.2.1	 	Licensor shall not grant, during the Term, any rights to third parties, or take any actions
or fail to take any actions, which grant or action(s) would impair the rights granted to
Licensee herein.
	 
	9.2.2.2	 	As of the Effective Date, Licensor has sufficient legal and/or beneficial title to, and/or
the right to license, the Supervax Technology necessary for the purposes contemplated under
this Agreement and to grant the licenses contained herein, including those items of Supervax
Technology listed in Schedule 1.1.
	 
	9.2.2.3	 	As of the Effective Date, Licensor is not aware, nor should it be aware, of any third party
communications alleging that any Supervax Technology licensed under this Agreement would
infringe any valid patent rights of any third party.
	 
	9.2.2.4	 	As of the Effective Date, Licensor does not own, does not control, and has not filed, any
Patent that claims one or more inventions relating to the composition, formulation,
manufacture and/or the use, of Supervax Program Products, and is not entitled to assignment
from any other entity any Patent claiming an invention made prior to the Effective Date which
invention relates to the composition, formulation, manufacture and/or use of Supervax Program
Products.






	9.3	 	Indemnification.




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24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




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	9.3.1	 	Except to the extent resulting from the willful misconduct or gross negligence, or breach of
representation and warranty of Licensor or any of its Affiliates, Licensor shall not be liable
for and Licensee shall indemnify and hold Licensor harmless against any and all liabilities,
damages, losses, costs, and expenses, whether direct or indirect, consequential, incidental,
including reasonable attorney’s fees, in all cases that are paid to third parties (“Damages”),
resulting from claims, demands, actions, other proceedings and judgments in all cases brought
or obtained by third parties (“Third-Party Claims”) arising out of: the offer for sale, sale,
manufacture, importation and/or use of Supervax by Licensee, its licensees, distributors,
employees, consultants and investigators, or agents during or after Licensee-authorized
pre-clinical and clinical studies, and as a result of the manufacture and/or sale of Supervax.
	 
	9.3.2	 	Licensor shall indemnify, defend and hold harmless Licensee and its Affiliates and their
directors, officers and employees from and against all Damages to the extent resulting from
Third-Party Claims arising out of the willful misconduct or gross negligence, or breach of
representation and warranty of, Licensor and/or any of its Affiliates.
	 
	9.4	 	Indemnification Procedure. If a Party (the “Indemnitee”) intends to claim
indemnification hereunder, Indemnitee shall promptly notify the other Party (the “Indemnitor”)
of any claim, demand, action, or other proceeding for which the Indemnitee intends to claim
such indemnification. The Indemnitor shall have the right to participate in, and to the
extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to
assume the defense thereof with counsel selected by the Indemnitor; provided, however, that
the Indemnitee shall have the right to retain its own counsel at Indemnitee’s own expense.
The indemnity obligations under Section 9.3 shall not apply to amounts paid in settlement of
any claim, demand, action or other proceeding if such settlement is effected without the prior
express written consent of the Indemnitor, which consent shall not be unreasonably withheld or
delayed. The failure to deliver notice to the Indemnitor within a reasonable time after
notice of any such claim or demand, or the commencement of any such action or other
proceeding, only to the extent actually prejudicial to its ability to defend such claim,
demand, action or other proceeding, shall relieve such Indemnitor of any liability to the
Indemnitee under Section 9.3 with respect thereto, but the omission so to deliver notice to
the Indemnitor shall not relieve it of any liability that it may have to the Indemnitee
otherwise than under Section 9.3. The Indemnitor may not settle or otherwise consent to an
adverse judgment in any such claim, demand, action or other proceeding, that diminishes the
rights or interests of the Indemnitee without the prior express written consent of the
Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its
Affiliates, and all of their employees and agents, shall reasonably cooperate with the
Indemnitor and its legal representatives in the investigation of any claim, demand, action or
other proceeding covered by this Section 9.4.
	 
	 	 	If the Parties cannot in good faith agree as to the application of Section 9.3’s
subsections to any particular Claim, then each Party may the conduct its own defense




[ * ] = 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.





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of such Claim and reserves the right to claim indemnification (to the extent
provided for in Section 9.3) from the other Party upon resolution of the underlying
Claim.




	9.5	 	LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT A PARTY IS REQUIRED TO INDEMNIFY THE
OTHER FOR AMOUNTS PAID TO THIRD PARTIES OR AS REGARDS THE BREACH OF ANY CONFIDENTIALITY
OBLIGATION, PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS,
OPPORTUNITY COSTS, MISSED BUSINESS OPPORTUNITIES, OR OTHER THINGS CAUSED BUT NOT PROXIMATELY
CAUSED BY ANY BREACH OR DEFAULT UNDER THIS AGREEMENT, WHETHER THE THEORY OF LIABILITY IS
GROUNDED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) PRODUCT LIABILITY OR OTHERWISE), AND EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. NO PARTY MAY SEEK OR OBTAIN
PREJUDGMENT INTEREST OR ATTORNEY’S FEES OR COSTS. To be clear, this does not negate
Licensor’s right to its direct damages equal to its share of Net Profits as provided for
hereunder, if notwithstanding earning such Net Profits Licensee does not pay to Licensor the
required share.





SECTION 10: TERM AND TERMINATION





	10.1	 	Term. This Agreement shall become effective as of the Effective Date and, unless
earlier terminated pursuant to the other provisions of this Section 10, shall continue in full
force and effect in perpetuity, even though the payment obligation under Section 4.1.1 ends
once the Development Investment has been repaid and the obligations to pay a share of Net
Profits in Section 4.1.2 ends on a country-by-country basis as the Payment Term expires in
each country.
	 
	10.2	 	Termination for Cause. Either Party to this Agreement may terminate this Agreement
in the event the other Party shall be in material breach of this Agreement (including by
default), and such material breach shall have continued uncured for [ * ] after written
notice thereof was provided to the breaching Party by the non-breaching Party. Any
termination shall become effective at the end of such [ * ] period unless the breaching Party
(or any other Party on its behalf) has cured any such breach or default prior to the
expiration of the [ * ] period, or in the case of a breach incapable of cure during such time
period, delivered a plan to cure the breach as promptly as practicable by the application of
Commercial Reasonable Diligent Efforts, together with an undertaking to carry out such plan.
However, if Licensee terminates this Agreement due to Licensor being in material breach of
this Agreement, which breach cannot be or is not cured as provided in this Section, the
licenses granted by Licensor in Section 2.1 shall continue after such termination.
	 
	10.3	 	Entire Agreement. Licensee and Licensor may terminate this Agreement upon mutual
agreement at any time.




[ * ] = 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.




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	10.4	 	Termination Upon Insolvency or Bankruptcy. The Parties acknowledge that the Supervax
Technology are ‘intellectual property’ for purposes of Section 365(n) of the U.S. Bankruptcy
Code and that Licensee will have the ability to exercise all rights provided by Section 365(n)
with respect to the Supervax Technology licensed hereunder. In this regard, the Parties agree
that Section 365(n) of the U.S. Bankruptcy Code will govern Licensee’s and Licensor’s rights
to intellectual property licensed under this Agreement in the event Licensor files for or is
placed in bankruptcy. The Parties explicitly intend that to the extent the laws of another
country whose laws govern the bankruptcy (or similar status) of Licensor afford or allow for
similar protection of a license in bankruptcy, such protection shall extend to the license
granted in Section 2.1 hereof and such license shall not be terminated based on the bankruptcy
(or similar status) of Licensor.
	 
	10.5	 	Rights and Obligations on Term, Termination, or Suspension.
	 
	10.5.1	 	Termination by either Party pursuant to this Article shall not prejudice any other remedy
that a Party might have. Termination of this Agreement for any reason shall not release any
Party hereto from any liability which, at the time of such termination, has already accrued to
the other Party or which is attributable to a period prior to such termination nor preclude
either Party from pursuing all rights and remedies it may have hereunder or at law or in
equity with respect to any breach of this Agreement.
	 
	10.5.2	 	Except for termination by Licensee pursuant to Section 10.2, upon termination of this
Agreement by either Party, at Licensor’s written request, Licensee and its Affiliates shall
destroy all supplies of Supervax Technology, and all documents describing Supervax Technology,
and shall promptly thereafter confirm such destruction in writing to Licensor.
	 
	10.5.3	 	Return of Materials. Upon any termination of this Agreement, Licensee and Licensor
shall promptly return to the other all Confidential Information received from the other
(except one copy of which may be retained for archival purposes).
	 
	10.5.4	 	Stock on Hand. In the event this Agreement is terminated for any reason, the
Licensee and their respective Affiliates and Sublicenses shall have the right to sell or
otherwise dispose of the stock of any Supervax then on hand, subject to the payment of Profit
Share as provided herein.
	 
	10.5.5	 	Survival on Termination. If this Agreement terminates or expires for any reason,
Sections 1, 5.8, 6, 7, 8 (as applied to Damages resulting from Third-Party Claims arising out
of activities occuring during the term of the Agreement and 9-12 shall survive such
termination or expiration.
	 
	10.5.6	 	No Prejudice of Rights. Termination by either Party pursuant to this Article shall
not prejudice any other remedy that a Party might have, nor shall it affect either Party’s
accrued rights.





SECTION 11: DISPUTE RESOLUTION





	11.1	 	Disputes. The Parties recognize that disputes as to certain matters may from time to
time arise during the Term, which disputes relate to either Party’s rights and/or




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24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




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obligations hereunder. It is the objective of the Parties to establish procedures to
facilitate the resolution of disputes arising under this Agreement in an expedient manner
by mutual cooperation and without resort to litigation. To accomplish this objective,
the Parties agree to follow the procedures set forth in this Section 11 if and when a
dispute arises under this Agreement. Unless otherwise specifically recited in this
Agreement, disputes between the Parties will be resolved as recited in this Section 11.




	11.2	 	Dispute Resolution through Party Management. If the Parties are unable to resolve a
dispute within thirty (30) days of being requested by a Party to resolve a dispute, any Party
may, by written notice to the other, have such dispute referred to their respective chief
executive officers or duly authorized designees, for attempted resolution by good faith
negotiations within thirty (30) days after such notice is received. In the event the
designated executive officers are not able to resolve such dispute within such period, either
Party may at anytime after the thirty (30) day period invoke the provisions of Section 11.3
hereinafter.
	 
	11.3	 	Arbitration. Any controversy, dispute or claim which is not resolved pursuant to
Section 11.2 and which may arise out of or in connection with this Agreement, including the
exhibits attached hereto, or the interpretation, enforceability, performance, breach,
termination or validity thereof, including disputes relating to alleged breach or termination
of the foregoing (each a “Dispute”) shall be resolved by binding arbitration in accordance
with the Rules of the London Court of International Arbitration then pertaining, except where
this rules conflict with this provision, in which case this provision controls. The
Arbitration shall be held in English and shall take place in London. Subject to Section 11.6,
the Dispute shall be construed in accordance with the laws of [ * ] exclusive of its
conflicts of law rules. The arbitration tribunal shall consist of three neutral arbitrators,
each of whom shall be an attorney who has at least fifteen (15) years of experience in the
biopharmaceutical field with a law firm or corporate law department or was a judge of a court
of general jurisdiction who has at least fifteen (15) years of experience in the
biopharmaceutical field. However: (X) at least one of the arbitrators must be an attorney
described in clause (a) of the foregoing sentence; (Y) at least one of the arbitrators must be
trained in [ * ] law and have been admitted to practice in [ * ] ; and (Z) at least one of
the arbitrators must be a native English speaker. The arbitrators shall be neutral,
independent, disinterested, and impartial. Each Party shall nominate in the request for
arbitration and the answer thereto one arbitrator and the two arbitrators so named will then
jointly appoint the third arbitrator as chairman of the arbitration tribunal. After
appointment, the Parties shall have no ex-parte communication with their proposed arbitrator.
If one Party fails to nominate its arbitrator or, if the Parties’ arbitrators cannot agree on
the person to be named as chairman within thirty (30) days, the President of the London Court
of International Arbitration shall make the necessary appointments. Within thirty (30) days
of initiation of arbitration, the Parties shall reach agreement upon and thereafter follow
procedures assuring that the arbitration will be concluded and the award rendered within no
more than eight (8) months from selection of the arbitrators. Failing such agreement, the
Arbitration [ * ] will control the procedures and scheduling and the Parties will follow such
procedures and meet




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24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




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such a time schedule. Each Party has the right before or, if the arbitrators cannot hear
the matter within an acceptable period, during the arbitration to seek and obtain from
any court of competent jurisdiction provisional remedies such as attachment, preliminary
injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or
preserve the subject matter of the arbitration. Any request for such provisional
measures by a Party to a court shall not be deemed a waiver of this agreement to
arbitrate. In addition, the Arbitrator Tribunal may, at the request of a Party, order
provisional or conservatory measures (including, without limitation, preliminary
injunctions to prevent breaches hereof) and the Parties shall be able to enforce the
terms and provisions of such orders in any court having jurisdiction. The decision of
the arbitration tribunal must be in writing and must specify the basis on which the
decision was made, and the award of the arbitration tribunal shall be final and judgment
upon such an award may be entered in any competent court or application may be made to
any competent court for judicial acceptance of such an award and order of enforcement.
THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL
DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. NO
PARTY MAY SEEK OR OBTAIN PREJUDGMENT INTEREST OR ATTORNEY’S FEES OR COSTS.




	11.4	 	Enforcement. The arbitral award, including any injunctive relief granted, may be
enforced in any court of competent jurisdiction (i.e. any court having subject matter
jurisdiction over the dispute and personal jurisdiction over the Parties).
	 
	11.5	 	Confidential Information. With respect to any dispute relating to the misuse and/or
misappropriation of a Party’s Confidential Information, in each case, a Party may seek
preliminary injunctive relief pending resolution of the Dispute under Section 11.3, and submit
such dispute to any court of competent jurisdiction (i.e. any court having subject matter
jurisdiction over the dispute and personal jurisdiction over the Parties).





SECTION 12: MISCELLANEOUS





	12.1	 	Entire Agreement. This Agreement, together with the Definitive Commercial
Agreement, contains the entire agreement of the Parties regarding the subject matter hereof
and supersedes all prior agreements, understandings, and negotiations regarding the license
rights to Supervax, including the Development Agreement, the Letter of Intent and the Option
Agreement. Such superseded agreements shall not be used to interpret this Agreement. This
Agreement may not be changed, modified, amended, or supplemented except by a written
instrument signed by both Parties hereto.
	 
	12.2	 	Severability. If any portion of this Agreement shall be finally determined by any
court or governmental agency of competent jurisdiction to violate applicable law or otherwise
not to conform to requirements of law, then the remainder of the Agreement shall not be
affected thereby; provided, however, that if any provision hereof is invalid or unenforceable,
then a suitable and equitable provision shall be substituted therefore in order to carry out,
so far as may be valid and enforceable, the intent and purpose of the Agreement including the
invalid or unenforceable provision.




[ * ] = 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.




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	12.3	 	Force Majeure. Neither Party or its Affilaites shall be liable for any unforeseeable
event beyond its reasonable control not caused by the fault or negligence of such Party, which
causes such Party to be unable to perform its obligations under this Agreement, and which it
has been unable to overcome by the exercise of due diligence. In the event of the occurrence
of such a force majeure event, the Party unable to perform shall promptly notify the other
Party. It shall further use its best efforts to resume performance as quickly as possible and
shall suspend performance only for such period of time as is necessary as a result of the
force majeure event..
	 
	12.4	 	Independent Contractors. Both Parties are independent contractors under this
Agreement. Nothing contained in this Agreement is intended nor is to be construed so as to
constitute Licensee and Licensor as partners or joint venturers with respect to this
Agreement. Neither Party hereto shall have any express or implied right or authority to
assume or create any obligations on behalf of or in the name of the other Party or to bind the
other Party to any contract, agreement, or undertaking with any third party.
	 
	12.5	 	Notices Any notices required by this Agreement shall be in writing, shall
specifically refer to this Agreement and shall be forwarded to the respective addresses set
forth below unless subsequently changed by written notice to the other Party:





	 	 	 	 	 
	 

	 	If to Licensor:
	 	Green Cross Vaccine Corp.
	 

	 	 	 	227-3, Kugai-Ri, Kiheung-Eup
	 

	 	 	 	Yongin City
	 

	 	 	 	Kyounggi Province
	 

	 	 	 	Republic of Korea
	 

	 	 	 	[ * ]






	 	 	 	 	 	 	 
	 	 	Required copy to Rhein Biotech NV:
	 

	 	 	 	Rhein Biotech NV	 	 
	 

	 	 	 	Oude Maasstraat 47,	 	 
	 

	 	 	 	NL 6229 BC Maastricht,	 	 
	 

	 	 	 	The Netherlands	 	 
	 

	 	 	 	 	 	  [ * ]





	 	 	 	 	 
	 

	 	If to Licensee:
	 	Rhein Biotech GmbH
	 

	 	 	 	Eichsfelder Strasse 11
	 

	 	 	 	Dusseldorf 40595
	 

	 	 	 	Germany
	 

	 	 	 	[ * ]






	 	 	 	 	 	 	 
	 	 	Required copy to Dynavax Technologies Corporation:
	 

	 	 	 	Dynavax Technologies Corporation	 	 
	 

	 	 	 	2929 Seventh Street, Suite 100	 	 
	 

	 	 	 	Berkeley, CA 94710	 	 
	 

	 	 	 	USA	 	 





[ * ]



ATTN: LEGAL DEPARTMENT



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	12.6	 	Headings. The paragraph headings herein are inserted for convenience only and shall
not be construed to limit or modify the scope of any provision of this Agreement.
	 
	12.7	 	Assignment and Successors Rights/Waiver. Except in connection with a sale by a
Party of all or substantially all of its assets to which this Agreement relates, or a Party’s
merger with another entity, or an assignment to a Party’s Affiliate, this Agreement may not be
assigned without the prior written consent of either Party, and is binding upon and shall
inure to the benefit of the Parties hereto, their representatives, successors and permitted
assigns. No failure or successive failures on the part of either Party, its successors or
permitted assigns, to enforce any covenant or agreement, and no waiver or successive waivers
on its or their part of any condition of this Agreement, shall operate as a discharge of such
covenant, agreement or condition, or render the same invalid, or impair the right of either
Party, its successors and permitted assigns to enforce the same in the event of any subsequent
breach or breaches by the other Party, its successors or permitted assigns. 
	 
	12.8	 	Choice of Law. Subject to the bankruptcy treatment of intellectual property pursuant
to Section 11.6, this Agreement shall be exclusively governed by and construed in accordance
with the laws of [ * ] (without giving effect to its conflict of law rules and regulations).




IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed, in two copies,
each an original, by their respective duly authorized officers and representatives with effect as
of the date first above written.



RHEIN BIOTECH GmbH




	 	 	 	 	 	 	 	 	 
	          /s/ Frank Ubags	 	 	 	 	 	 
	 
	By:

	 	Frank Ubags
	 	 	 	By:
	 	blank
	Title:

	 	CEO
	 	 	 	Title:
	 	blank
	Date:

	 	21 April, 2006
	 	 	 	Date:
	 	blank






GREEN CROSS VACCINE CORP



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24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




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	          /s/ C.P.E. Moonen	 	 	 	 	 	 
	 
	By:

	 	C.P.E. Moonen
	 	 	 	By:
	 	blank
	Title:

	 	Managing Director
	 	 	 	Title:
	 	blank
	Date:

	 	21 April, 2006
	 	 	 	Date:
	 	blank





[ * ] = 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.




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Schedule 1.1

Examples of Supervax Technology

[ * ]



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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.




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Schedule 1

Development Investment




[ * ]



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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.




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DATED APRIL 21, 2006




Between




RHEIN BIOTECH N.V.




and




RHEIN BIOTECH GMBH




and




BERNA BIOTECH AG




 






AGREEMENT




 






Baker & McKenzie Amsterdam N.V.

Leidseplein 29

1017 PS Amsterdam, The Netherlands

Tel: +31-20-5517555

Fax: +31-20-6267949

(attorneys: THL/SCA)



[ * ] = 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.




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THIS AGREEMENT is made effective as of the 21 day of April, 2006 (the “Agreement”)




Between:





	(1)	 	Rhein Biotech N.V.,

a public limited liability company (naamloze vennootschap met beperkte
aansprakelijkheid) organized and existing under the laws of The Netherlands, with
its corporate seat at Maastricht, with its address at Oude Maasstraat 95, 6220 BC
Maastricht, the Netherlands (“RBNV”);
	 
	(2)	 	Rhein Biotech Gesellschaft fur neue biotechnologische Prozesse und Producte mbH, a company
organized and existing under the laws of Germany, with its corporate seat at Dusseldorf,
Germany, with its address at Eichfelder Strasse 11, 40595 Dusseldorf, Germany (“GmbH”); and
	 
	(3)	 	Berna Biotech A.G., a public limited liability company, incorporated under the laws of
Switzerland, with its corporate seat in Bern, and having its address at Rehhagstrasse 79,
CH-3018 Bern, Switzerland (“Berna”).





WHEREAS :





	(H)	 	RBNV is holder of the entire issued share capital of GmbH;
	 
	(I)	 	By agreement dated March 1, 2005 (the “March 2005 Agreement”), RBNV, Berna and GmbH have
agreed upon certain terms in relation to the manner in which GmbH shall operate its business
in a more independent manner;
	 
	(J)	 	RBNV is in the process of selling GmbH to Dynavax Technologies Corporation of Berkeley, USA
(“Dynavax”);
	 
	(K)	 	The sale of GmbH to Dynavax as well as certain arrangements that shall be agreed upon between
RBNV and its affiliates, on the one hand, and GmbH and Dynavax, on the other hand, will be
consummated pursuant to a share sale and purchase agreement (the “SPA”), a commercial
agreement (the “Commercial Agreement”), as well as various other documents referred to in such
agreements (jointly with the SPA and the Commercial Agreement, the “Transaction Documents”);
	 
	(L)	 	In connection with the sale to Dynavax, the parties wish to set forth herein their agreement
with regard to the termination of the March 2005 Agreement.




[ * ] = 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.









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THEREFORE IT IS HEREBY AGREED as follows:




ARTICLE 1 – DEFINITIONS AND OTHER RULES OF CONSTRUCTION





	1.1	 	Capitalized terms. When used herein any capitalized terms shall have the meaning as
set forth in the March 2005 Agreement, unless otherwise defined herein.
	 
	 	 	Documents. References to any document, including this Agreement, are references to
that document as amended, supplemented, novated or replaced from time to time.
	 
	 	 	Recitals, Clauses, Paragraphs and Schedules. References in this Agreement to
Recitals, Clauses, Paragraphs and Schedules are to clauses and paragraphs in and recitals
and schedules to this Agreement. The Recitals and Schedules to this Agreement shall be
deemed to form part of this Agreement.
	 
	 	 	Headings. Headings are inserted for convenience only and shall not affect the
construction of this Agreement.





ARTICLE 2 – TERMINATION



Unless to the extent provided otherwise in the Transaction Documents, the parties hereto agree that
the March 2005 Agreement shall terminate and be extinguished in its entirety, and have no further
force and effect, at Closing as defined in the SPA.



Without prejudice to the generality of the foregoing, the Parties acknowledge for the avoidance of
doubt that among other things:





	1.	 	RBNV shall from Closing no longer have any obligations in relation to the management and
employee share ownership plan as referred to in Article 8 of the March 2005 Agreement;
	 
	2.	 	neither RBNV nor Berna Biotech AG shall have any obligations to GmbH to provide any
financing;
	 
	3.	 	it is contemplated that various inter-company agreements that were mentioned in the March
2005 Agreement and/or referenced in the Commercial Agreement (as defined in Section 5.2 b
(iii) of the SPA), shall survive the closing of the SPA, subject to the terms of the
Commercial Agreement and in many instances as supplemented, superseded or otherwise amended
pursuant to the Commercial Agreement. It is understood and agreed that these inter-company
agreements may initially have been in draft form attached to the March 2005 Agreement and that
if a different version has been executed then this executed version will control.




[ * ] = 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.









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ARTICLE 3 — VARIOUS





	3.1	 	Governing law. This Agreement shall be governed by and construed in accordance with
the laws of [ * ] .





3.2 Dispute resolution





	 	 	All disputes arising in connection with this Agreement, or further agreements or contracts
resulting thereof, shall be finally settled in accordance with the Arbitration [ * ]
including the possibility of arbitral summary proceedings. The arbitral tribunal shall be
composed of three arbitrators. The place of arbitration shall be [ * ] . The arbitral
procedure shall be conducted in the English language. The arbitral tribunal shall decide
according to the rules of law (“naar de regelen des rechts”). Consolidation of the arbitral
proceedings with other arbitral proceedings pending in [ * ] , as provided in [ * ] is
excluded.





3.3 Counterparts





	 	 	This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original but all of which together will constitute one and the same instrument.




[ * ] = 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.









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IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.




Rhein Biotech N.V.:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ P.G.J. Heijmanns  	 	 	 	 	 	 	 	 
	 	 	 	 	 
	By

	 	:
	 	P.G.J. Heijmanns
	 	 	 	By
	 	:
	 	blank
	Title

	 	:
	 	managing director
	 	 	 	Title
	 	:
	 	blank






Rhein Biotech GmbH:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Frank Ubags	 	 	 	/s/ J. Janowicz
	 	 	 	 	 
	By

	 	:
	 	F. Ubags
	 	 	 	By
	 	:
	 	Z. Janowicz
	Title

	 	:
	 	managing director
	 	 	 	Title
	 	:
	 	managing director






Berna Biotech A.G.:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ René Beukema	 	 	 	 	 	 	 	 
	 	 	 	 	 
	By

	 	:
	 	René Beukema
	 	 	 	By
	 	:	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Title

	 	:
	 	General Counsel & Corporate	 	 	 	 	 	 	 	 
	 

	 	 	 	Secretary of Crucell Holland, B.V.
	 	 	 	Title
	 	:	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 




[ * ] = 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.




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SCHEDULE 5.2 (B) (IV)




EMMP AGREEMENT




AGREEMENT

With regard to

EMPLOYEE AND MANAGEMENT PARTICIPATION PLAN



This agreement is made on this {___} day of March, 2006 (the “Agreement”)



Between:





	1.	 	Dynavax Technology Corporation, a corporation organized and existing under the laws of the
State of Delaware, having its registered and business offices at 2929 Seventh Street, Suite
100, Berkeley, CA 94710, United States of America (“Dynavax”); and
	 
	2.	 	Rhein Biotech N.V., a public limited liability company organized and existing under the laws
of The Netherlands, with its corporate seat at Maastricht and its registered office at Oude
Maasstraat 47, 6229 BC Maastricht, the Netherlands (“RBNV”).





whereas:





	-	 	RBNVis the legal and beneficial owner
of the entire issued share capital of
Rhein Biotech Gesellschaft für Neue
Biotechnologische Prozesse und
Produkte m.b.H., a private limited
liability company organized and
existing under the laws of Germany
(Gesellschaft mit beschränkter
Haftung), with its corporate seat at
Düsseldorf, Germany and its principal
place of business at Eichfelder
Strasse 11, 40595 Düsseldorf, Germany
(“GmbH”).
	 
	-	 	Under article 8 of the agreement
between RBNV, GmbH and Berna Biotech
AG dated March 1, 2005, GmbH was to
prepare an employee and management
participation plan for approval by
GmbH’s Supervisory Board, pursuant to
which GmbH’s members of the management
and eligible employees (jointly the
“Eligible Persons”) would be granted
rights to acquire (non-voting) shares
in GmbH, with a maximum of [ * ] of
the share capital being allocated to
the members of the
management and [ * ] to the eligible employees (the “Equity Rights”).
	 
	-	 	RBNV wishes to sell to Dynavax and
Dynavax wishes to purchase from RBNV,
the entire issued share capital of
GmbH.




[ * ] = 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.




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In view of the sale of GmbH to Dynavax, Dynavax and RBNV have agreed that Dynavax shall
be fully responsible for awarding and/or replacing the Equity Rights.



hereby agree, as follows:





	1.	 	Dynavax hereby assumes any and all obligations of RBNV in relation to the Equity Rights, and
agrees that it instead of RBNV shall be fully responsible for granting the Equity Rights
and/or replacing the Equity Rights, and that all costs and expenses in relation thereto shall
be borne by Dynavax.
	 
	2.	 	Dynavax shall be fully responsible for awarding the Equity Rights and/or replacing them by
payments in cash, rights to acquire shares in Dynavax and/or any other rights exercisable
against Dynavax, the GmbH or any other party.
	 
	3.	 	Dynavax shall hold RBNV harmless from and shall indemnify RBNV against and shall reimburse
RBNV for any and all claims, threats, suits, damages, taxes, penalties, costs and expenses,
and other liabilities incurred, suffered or expended by RBNV in relation to the Equity Rights.
	 
	3.	 	Without prejudice to the obligations of Dynavax under this Agreement, the members of the
management of GmbH, being [ * ] , shall co-sign this Agreement for acknowledgement of this
Agreement and thereby waiving any rights they may have against RBNV in relation to the Equity
Rights.
	 
	4.	 	This Agreement is entered subject to the consummation of the transactions contemplated by the
share purchase agreement between RBNV and Dynavax dated as of the date hereof (the “SPA”).
	 
	6.	 	The provisions contained in Article 14 (Notices) and 15 (Governing Law and Arbitration) of
the SPA shall similarly apply to this Agreement.
	 
	7.	 	This Agreement may be signed in multiple counterparts, each of which will constitute an
original, but all of which when taken together will constitute a single agreement.




IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.



Dynavax Technology Corporation




	 	 	 	 	 	 	 
	 

	 	Name :	 	 	 	 
	 


	 	 	 	 

	 	 







[ * ] = 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.






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CONFIDENTIAL




	 	 	 	 	 
	Title :
	 	 	 	 
	 

	 	 

	 	 






Rhein Biotech N.V.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name : C.P.E. Moonen

	 	Name
	 	: P.G.J. Heijmans	 	 
	Title : managing director

	 	 	 	Title : managing director
	 	 





Each member of the management of GmbH co-signs this Agreement for acknowledgement of this Agreement
thereby waiving any rights they may have against RBNV in relation to the Equity Rights.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name :

	 	[ * ]
	 	Name :
	 	[ * ]	 	 	 	 
	Title :

	 	 	 	 	 	Title :	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name :  

	 	[ * ]
	 	Name :
	 	[ * ]	 	 	 	 
	Title :

	 	 	 	 	 	Title :	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 







[ * ] = 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.






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SCHEDULE 5.3(C)(V)(I)




WAIVER AGREEMENT




A G R E E M E N T

on the Waiver of Management Participation Rights




among



DYNAVAX Technologies Corporation, 2929 Seventh Street, Suite 100, Berkeley, CA94710-2753, USA




(“DYNAVAX”),                    




Rhein Biotech NV (“RHEIN NV”)




and




Mr./Ms.




(“______”)                    



RHEIN-BIOTECH
Gesellschaft für neue biotechnologische Prozesse und Produkte
mbH (“RHEIN GmbH”), its
shareholder Rhein Biotech NV (“RHEIN NV”), Berna Biotech AG (“Berna”) in an agreement dated March
1, 2005, refer to creation of management participation rights with respect to the shares of RHEIN
GmbH (the “Management Participation Plan”). Under the Management Participation Plan, Mr./Ms ___
was entitled to acquire certain shares in RHEIN GmbH at a preferred price.



DYNAVAX is contemplating the acquisition of all the outstanding capital stock in RHEIN GmbH from
RHEIN NV (the “Transaction”). Mr./Ms ___ is prepared to waive his rights under the Management
Participation Plan and any other rights or interests he may have to acquire the capital stock of
RHEIN GmbH (the “Purchase Rights”), including without limitation, any pre-emptive, subscription,
option, call, warrant or other similar rights



In light of these facts, the Parties agree as follows:





1. Mr./Ms ___ hereby waives, under the condition of full payment of the Consideration agreed
and defined under Section 2 of this Agreement, all rights pertaining to him under the Management
Participation Plan, or any other Purchase Rights to the extent they exist, with respect to the
purchase and




[ * ] = 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.






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CONFIDENTIAL





transfer of shares in RHEIN GmbH. Upon full payment of the Consideration, Mr./Ms ___shall no
longer be entitled to purchase or acquire any of the shares of RHEIN GmbH.




2. In consideration of this waiver, DYNAVAX undertakes to pay as part of the closing of the
Transaction and simultaneously with the payments to Rhein NV pursuant to the Transaction an
amount of EUR ___ to Mr./Ms ___ (the “Consideration”). The Consideration shall be paid
to a bank account to be designated by Mr./Ms ___.




3. DYNAVAX’ obligation to pay the Consideration is subject to the closing of the Transaction.




4. The Parties agree that, upon full performance of this Agreement, all rights of Mr./Ms ___
existing under the Management Participation Plan (or any other Purchase Rights, to the extent
they exist) will be settled in full and that RHEIN GmbH shall have no further obligations to
Mr./Ms ___ under the Management Participation Plan (or any other Purchase Rights, to the
extent they exist).




5. The Parties shall keep all details regarding the transaction described herein in strictest
confidence, except as required by legal duties or to advisers who are bound by professional
confidentiality.




6. This Agreement shall exclusively be governed by and construed in accordance with the laws of
[ * ] .




7. If a clause of this Agreement proves to be invalid or unenforceable, the remaining provisions
and undertakings of this Agreement shall continue in full force and effect. The invalid or
unenforceable clause shall be replaced by such clause which in substance, time and essence comes
as close as possible to the intended purpose of the invalid or unenforceable clause.




8. Mr./Ms ___ has had the opportunity or has consulted with his tax advisors relating to any
tax consequences to him of entering into this agreement. Any income tax consequences of this
Agreement will be borne by Mr./Ms ___.



	 	 	 	 	 	 	 	 	 
	Date/Place:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	DYNAVAX Technologies Corporation	 	 	 	Mr./Ms _____	 	 







[ * ] = 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.







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SCHEDULE 5.3(C)(V)(II)




GRATIFICATION AGREEMENT




A G R E E M E N T

on the Payment of Gratifications for Employees




b e t w e e n



DYNAVAX Technologies, 2929 Seventh Street, Suite 100, Berkeley, CA 94710-2753, USA




(“DYNAVAX”)




a n d



RHEIN-BIOTECH Gesellschaft für neue biotechnologische Prozesse und Produkte mbH, Eichsfelder Straße
11, 40595 Düsseldorf, Germany




(“RHEIN GmbH”)



DYNAVAX intends to acquire all shares in RHEIN GmbH from RHEIN NV.



In connection with the acquisition of all shares in RHEIN GmbH DYNAVAX is prepared to grant a
gratification to certain employees of RHEIN GmbH (hereinafter referred to as “EMPLOYEES”). The
EMPLOYEES who shall participate in the gratification scheme are listed in ANNEX A to this
Agreement.



In light of these facts, the Parties agree as follows:





1. DYNAVAX undertakes to pay on the day of Closing an amount of [ * ] (the “GRATIFICATION”) to
the RHEIN GmbH which shall pass on the GRATIFICATION to the EMPLOYEES. The GRATIFICATION shall
be paid to RHEIN GmbH and RHEIN GmbH undertakes vis-à-vis DYNAVAX to allocate the GRATIFICATION
to the individual Employees according to a schedule to be determined at the sole discretion of
RHEIN GmbH, using, inter alia, the following objective criteria:




[ * ] = 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.





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	 	•	 	monthly salary,
	 
	 	•	 	performance within the last business year,
	 
	 	•	 	participation and efforts in connection with the transfer of the business to DYNAVAX.






2. DYNAVAX’ obligation to pay the GRATIFICATION is subject to the condition that DYNAVAX has
purchased and acquired all shares in RHEIN GmbH from RHEIN NV. In case DYNAVAX has not purchased
and acquired such shares by April 30, 2006, this Agreement shall become void and no mutual
obligations whatsoever shall survive.




3. The Parties shall keep all details regarding the transaction described herein in strictest
confidence, except as required by legal duties or to advisers who are bound by professional
confidentiality.




4. This Agreement shall exclusively be governed by and construed in accordance with the laws of
[ * ] . It replaces Art. 8 of the Agreement between Rhein NV, Rhein GmbH and Berna Biotech AG
dated March 1, 2005 as far as the EMPLOYEES are concerned.




5. If a clause of this Agreement proves to be invalid or unenforceable, the remaining provisions
and undertakings of this Agreement shall continue in full force and effect. The invalid or
unenforceable clause shall be replaced by such clause which in substance, time and essence comes
as close as possible to the intended purpose of the invalid or unenforceable clause.



	 	 	 	 	 	 	 	 	 
	Date/Place:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	DYNAVAX TECHNOLOGIES CORPORATION	 	 	 	RHEIN-BIOTECH GESELLSCHAFT
FÜR NEUE

BIOTECHNOLOGISCHE PROZESSE UND PRODUKTE MBH	 	 







[ * ] = 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.







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SCHEDULE 7.1




COMPANY WARRANTIES



All words and expressions defined in the Agreement shall, unless the context otherwise
requires or unless otherwise expressly indicated, have the same respective meanings herein.



The Seller represents and warrants to the Purchaser that, except as set forth in the Disclosure
Letter:




1 Organisation





	(a)	 	The Company has been duly incorporated and is validly existing under the laws of Germany,
being the jurisdiction of its incorporation.
	 
	(b)	 	No proposal has been made or resolution adopted for the dissolution or liquidation of the
Company, no circumstances exist which may result in the dissolution or liquidation of the
Company, and in relation to the Company no proposal has been made or resolution adopted for a
statutory merger or division, or a similar arrangement.
	 
	(c)	 	The Company has not been (i) declared bankrupt or (ii) granted a temporary or definitive
moratorium of payments or (iii) made subject to any insolvency or reorganization proceedings
or (iv) involved in negotiations with any of its creditors or taken any other step with a view
to the readjustment or rescheduling of all or part of its debts, nor has, to the best
knowledge of the Seller, any Person applied for a declaration of bankruptcy or any such
similar arrangement for the Company, and the Company is currently not in a financial situation
which would oblige the Company to file for insolvency.
	 
	(d)	 	The current articles of association of the Company read in conformity with the copy thereof
attached hereto as Annex 1(d).
	 
	(e)	 	The Company meets all registration requirements under applicable law and evidence thereof
(where available in the form of extracts) is attached hereto as Annex 1(e). The said
evidence is correct and includes essential particulars as of the dates thereon and the
information contained therein has not been modified by any subsequent event.
	 
	(f)	 	The Company has no directors (Geschäftsführer) and authorized officers (Prokuristen), other
than the persons named in Annex 1(f).
	 
	(g)	 	The Company is duly qualified to conduct its business as presently conducted.





2 Capitalisation





	(a)	 	The registered share capital (Stammkapital) of the Company is [ * ] . The Seller is the sole
shareholder






[ * ] = 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.






105









 






	 	 	of the Company. The only capital stock of the Company issued is the Share and
there are no other shares of capital stock of the Company issued and outstanding. Neither the
Company nor the Seller is under any obligation to increase the registered share capital of the
Company, and no shareholders’ resolution has been passed resolving an increase of the
(registered) share capital / the issuance of new shares or a redemption of shares. The Seller
has full right and title to the Share.
	 
	(b)	 	There are no grounds on the basis whereof the issue of the Share may be invalidated.
	 
	(c)	 	The issuance of all shares in the Company was duly authorized, validly issued, and in
compliance will all applicable securities laws and other applicable Legal Requirements. The
Share is fully paid-up, no repayment of share capital has taken place or has been resolved,
and the Share is free and clear of any Encumbrances.
	 
	(d)	 	Apart from any obligations referred to in the Agreement, there are no obligations binding
upon the Purchaser, as Seller’s successor in title to the Share, or the Company with respect
to any shares in the Company, such as trust, shareholders’ or voting agreements, rights of
pre-emption or agreements restricting the transfer of such shares (other than those set forth
in the articles of the Company) or the payment of dividends.
	 
	(e)	 	Neither the Company nor the Seller has given to any person any right to acquire or subscribe
for shares in the Company that will survive the Closing. No rights, including but not limited
to option rights, warrants, convertibles and similar rights, have been granted or issued
relating to any shares of the Company that will survive the Closing. There are no resolutions
of the general meeting of shareholders of the Company that have not yet been fully effectuated
providing for the issuance of shares in the capital of the Company or the grant of options or
other rights to acquire shares in the capital of (or any interest in) the Company.
	 
	(f)	 	No one, with the exception of the holder of the Share, has any right to distributions arising
out of the profit, reserves and/or liquidation balance of the Company. The right to receive
dividends or distributions of any kind (whether payable now or in the future) on the shares of
the Company has not been disposed of by the Seller.





3 Subsidiaries



The Company does not have branches or (equity or beneficiary) interests in other (legal) persons
and the Company is not a party to any limited or general partnership agreement or equivalent, other
than the ownership of a shareholding held in Novovacs B.V., a private limited liability company
under the laws of the Netherlands, in relation to which the Company is party to a joint-venture
agreement dated December 1, 2004.




4 Financial Statements



[ * ] = 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.








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	(a)	 	To the Seller’s best knowledge, the Company has always in all material respects kept its
books in accordance with the applicable statutory requirements. The administration and
bookkeeping of the Company is in all material respects accurate and complete, has been
maintained properly in accordance with applicable law.
	 
	(b)	 	The Seller has provided the Purchaser with true and complete copies of (i) the audited
financial statements of the Company for the financial year ended on December 31, 2004,
consisting of balance sheets for the Company as of each of such dates and income statements
for the Company for the year then ended and (ii) the audited financial statements of the
Company for the financial year ended on December 31, 2005, consisting of balance sheets for
the Company as of each of such dates (the “2005 Balance Sheet”) and income statements for the
Company for the year then ended, ((i) and (ii) together the “Financial Statements").
	 
	(c)	 	The Financial Statements were prepared in accordance with the applcvable accounting
principles.
	 
	(d)	 	The Financial Statements provide in all material respects a true and fair view of the
financial position and of the results of operations of the Company, in accordance with the
above mentioned standards under which they were prepared.
	 
	(e)	 	To the extent required under applicable law, the Company has complied with its obligation to
publish its annual accounts.





5 Absence of Changes



Since December 31, 2005, (i) Company has operated its business substantially consistent with its
past practice during 2005; (ii) no event or circumstance has occurred that could reasonably have a
Material Adverse Effect on the Company.




6 Real Property





	(a)	 	Annex 6(a) sets forth an accurate and complete list of each parcel of real property
legally and beneficially owned by the Company (“Real Property Owned").
	 
	(b)	 	Annex 6(b) sets forth an accurate, correct and complete list of each parcel of real
property leased to or committed to be leased to the Company (“Real Property Leased”). The
Disclosed Information contains copies of each lease contract relating to the Real Property Leased. The Company is not
in breach of any material terms and conditions of such contracts.





7 Material Contracts


[ * ] = 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.






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	(a)	 	For purposes of this article 7, the Contracts mentioned in section A4(vii) of the Disclosure
Letter shall be deemed Material Contracts.
	 
	(b)	 	Each Material Contract is currently valid and in full force and effect in all material
respects, and is in all material respects enforceable by Company in accordance with its terms.
	 
	(c)	 	The Company is not in any material respect in default, and no party has notified Company in
writing that it is in default, under any Material Contract.
	 
	(d)	 	To the best of Seller’s Knowledge, the performance of the Material Contracts will not result
in any violation of or failure by Company to comply with any Governmental Rule material to the
Compay’s business.





8 Regulatory Compliance; Manufacturing





	(a)	 	The currently submittes Regulatory Applications and approved Regulatory Approvals filed and
owned by the Company related to Supervax are in all material respects in full force and
effect.
	 
	(b)	 	The Company has made available to the Purchaser the Clinical Data related to Supervax.





9 Intellectual Property Rights





	(a)	 	For the purposes of this section:
	 
	 	 	"Registered IP Rights” shall mean intellectual property rights (national and international)
registered in a public register, including but not limited to patent rights, model and
design rights, domain names, topography rights and/or trademark rights.
	 
	 	 	"Non-Registered IP Rights” shall mean all intellectual property rights (national and
international) not being registered in a public register, including but not limited to
copyrights, artist rights, data base rights, sound recording rights, producer’s rights
and/or any other neighbouring rights, portrait rights, trade names and know how (including
patentable inventions for which no patent applications has been filed), and trade secrets,
as well as any rights that are similar to any of the foregoing.
	 
	 	 	"Licensed Rights” shall mean any rights granted to the Company in respect of Registered IP
Rights and Non-Registered IP Rights of third parties.
	 
	 	 	“IP Rights” shall mean Registered IP Rights and Non-Registered IP Rights.
	 
	 	 	“Company’s IP Rights” shall mean the Registered IP Rights set forth in Annex 9(b), the
Non-Registered IP Rights owned by the Company as of the date of Agreement, and the Licensed
Rights.
	 
	(b)	 	The Company is the owner of the Registered IP Rights set forth in Annex 9(b) . The
Annex contains all Registered IP Rights owned by the Company.






[ * ] = 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.





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	(c)	 	To the Seller’s best knowledge, the right of the Company to make, use and/or exploit the
Company’s IP Rights will not be affected by the Closing and/or the implementation of the
Transaction Agreements, subject to the Commercial Agreement.
	 
	(d)	 	To the Seller’s best knowledge, the activities of the Company as currently conducted with
respect to Supervax and the manufacture of the hepatitis B surface antigen) does not infringe
upon any IP Rights of any third party and does not require the Company to obtain any
additional license or other agreement to use any IP Rights of others. The Company has not
received any written communications alleging that the Company has violated the intellectual
property rights of any third party. No claims are pending by any person with respect to the
ownership, validity and enforceability of the Company’s IP Rights.
	 
	(e)	 	To the Seller’s best knowledge, the Company is not aware of any violation by a Third Party of
any of Company’s IP Rights.





10 Litigation and compliance



There are no Proceedings pending or, to the Knowledge of Seller threatened against, relating to or
affecting the Company, any of Company’s material properties, assets, operations or businesses,
before any court, arbitrator, (semi)governmental department, or other authority.




11 Permits and Subsidies/Grants





	(a)	 	To the Seller’s best knowledge, all necessary licenses, consents, approvals, permissions,
permits and authorisations (collectively, “Permits”) have been obtained and are still held by
the Company to enable it to lawfully carry on its business effectively in the places and in
the manner in which such business is now carried on.
	 
	(b)	 	A complete list of the permits is set forth in Annex 11(b).
	 
	(c)	 	To the Seller’s best knowledge, the Permits are valid and in full force and effect and the
Seller knows of no reason, and is not aware of any facts or circumstances which would be
likely to give rise to any reason, why any of such Permits would be suspended, cancelled,
revoked or not renewed.





12 Insurance





	(a)	 	The Company has currently in effect the insurance policies listed in Annex 12(a)
(“Insurance Policies”). The Insurance Policies are in full force and effect. The Company has
not entered into any insurance policies other than the Insurance Policies.





[ * ] = 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.





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	(b)	 	There are no pending or asserted claims as to which any insurer has denied liability, and
there are no claims that have been disallowed or according to the involved insurer have been
filed improperly.
	 
	(c)	 	There is no claim under any Insurance Policy that has been improperly filed or as to which
any insurer has questioned, disputed or denied liability. Company has not received any notice
of, nor does Company have any Knowledge of any facts that might result in, a material increase
in the premium for any Insurance Policy.
	 
	(d)	 	The consummation of the Transaction will not cause a breach, termination, modification, or
acceleration of any Insurance Policy.





13 Employees





	(a)	 	Set forth in Annex 13(a) is a complete list of the names of all employees of the
Company. The Company engages no freelancers, commercial agents or makes use of rented
employees that have a material impact on the Company.
	 
	(b)	 	To the Seller’s best knowledge, there is no agreement or understanding (contractual or
otherwise) between the Company and any employee or ex-employee with respect to his employment,
his ceasing to be employed or his retirement which is not included in the written terms of
such employment.
	 
	(c)	 	There are no collective agreements or other agreements or arrangements between the Company
and any trade union or other body representing the employees (such as works councils)
applicable to the Company. The Company has no works council, and it is not member with any
employer association. To the Seller’s knowledge, Company’s employees do not intend to
establish a works council.
	 
	(d)	 	To the Knowledge of Seller, there are no claims, disputes or controversies pending (either
out of court or in front of a court) involving any (former or present) employee or group of
employees. To Seller’s Knowledge, Company has not suffered or sustained any work stoppage and
no such work stoppage is threatened.
	 
	(e)	 	Company has complied with all Legal Requirements in all material respects related to the
employment of its employees, including provisions related to wages, social security
contributions, hours, leaves of absence, equal opportunity, occupational health and safety,
workers’ compensation, severance, collective bargaining and the payment of social security and
other Taxes.





14 Taxation





	(a)	 	The Company has in all material respects timely and correctly prepared and made all filings,
returns, payments and withholdings, given all notices, maintained all records and supplied all
other information in relation to Taxes which it was required to make, give, maintain or supply
under any applicable laws or administrative pratice, and any such filings, returns, notices
etc. are in compliance with the applicable laws in respect to their material contents.
	 
	(b)	 	The Company has in accordance with the applicable laws maintained and stored all bookkeeping
records and documents that are necessary for the completeness and documentability of their tax
and in particular their VAT-declarations.





[ * ] = 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.




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	(c)	 	The Company has not entered into any arrangement (including but not limited to “rulings”)
with any tax authority or is subject to a special regime with regard to (the payment of)
Taxes.
	 
	(g)	 	There is no pending dispute, including but not limited to litigation, between the Company and
any tax or finance authority.





15 Customers and Suppliers



None of the top ten (10) customers, organized by total revenue of the Company during the fiscal
year ended December 31, 2005 and none of the top five (5) suppliers, organized by total volume of
purchases of the Company during the fiscal year ended December 31, 2005 has given Company notice
terminating or canceling any Material Contract.




16 Environmental Matters





	(a)	 	The Company has been and is in all material respects in compliance with all applicable
Environmental Laws. Company has not received, nor knows of the issuance of, any notice of
violation alleging non-compliance with any Environmental Law.
	 
	(b)	 	The Company has obtained and currently maintains all Environmental Permits necessary for the
conduct of the business as currently operated, and to Seller’s Knowledge the Company’s
business and operations have been and are conducted in all material respects in compliance
with all such Environmental Permits. Company has not received any notice that the Company
lacks any such Environmental Permit and, to Seller’s Knowledge, no such notice is threatened.





17 Brokers



Neither the Seller nor the Company, nor their Affiliates have engaged, or caused to be incurred any
liability to any finder, broker or sales agent in connection with the origin, negotiation,
execution, delivery, or performance of the Agreement and the transactions contemplated hereby.




[ * ] = 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.





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New Definitions:



“Clinical Data” means all laboratory, analytical, pre-clinical and clinical data prepared by, for
or on behalf of Company or its Affiliates or in Company’s and/or its Affiliates’ or suppliers’ or
distributors’ possession in any form, or to which any of them has rights, which data is with
respect to hepatitis B surface antigen or any Product.



“Contract” shall mean any agreement, contract, consensual obligation, promise, understanding,
arrangement, commitment or undertaking of any nature (whether written or oral and whether express
or implied), whether or not legally binding.



“Environmental Laws” means all Governmental Rules related to the protection of human health and
protection of the Environment, including those related to the prevention of risks resulting from
any pollution or contamination or protection of the air, soil, sediments, ground water, surface
water or land surface, and/or realted to the protection from dangers to the public safety or order
or the well-being or health being in effect on the date of this Agreement and the Closing Date and
any other Governmental Rules having a similar subject matter.



“Environmental Permit” means any permit, registration, approval, identification number, license or
other authorization required under or issued pursuant to any Environmental Law.



“Governmental Authority” shall mean any: (a) nation, principality, state, commonwealth, province,
territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state,
parliament, local, municipal, foreign or other government; (c) governmental or quasi governmental
authority of any nature (including any governmental division, subdivision, department, agency,
bureau, branch, office, commission, council, board, instrumentality, officer, official,
representative, organization, unit, body or Entity and any court or other tribunal), including any
Regulatory Agency, whether domestic or foreign; (d) multinational organization or body; or (e)
individual, Entity or body exercising, or entitled to exercise, any executive, legislative,
judicial, administrative, regulatory, police, military or taxing authority or power of any nature.



“Governmental Rule” means any applicable law (Gesetz, Verordnung Satzung), judgment, order, decree,
statute, ordinance, directive, rule or regulation issued, rendered or promulgated by any
Governmental Authority.



“Legal Requirement” shall mean any federal, state, local, municipal, foreign or other law, statute,
legislation, constitution, principle of common law, resolution, ordinance, code, Order, edict,
decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive,
pronouncement, requirement (licensing or otherwise), specification, determination, decision,
opinion or interpretation that is issued, enacted, adopted, passed, approved, promulgated, made,
implemented or otherwise put into effect by or under the authority of any Governmental Authority.



“Order” means any: (a) temporary, preliminary or permanent order, judgment, injunction, edict,
decree, ruling, pronouncement, determination, decision, opinion, verdict, sentence, stipulation,
subpoena, writ or




[ * ] = 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.




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award that is or has been issued, made, entered, rendered or otherwise put into
effect by or under the authority of any court, administrative agency or other Governmental
Authority or any arbitrator or arbitration panel; or (b) Contract with any Governmental Authority
that is or has been entered into in connection with any Proceeding.



“Products” means Cytovax Program Products, Supervax Program Products and Theravax Program Products,
as each is defined in the Commercial Agreement.



“Regulatory Agency” means any Governmental Entity — whether foreign, domestic, national, regional
or provincial — that regulates the safety, efficacy, reliability, manufacture, investigation,
sale, marketing or promotion of pharmaceuticals, medical products, biologics or biopharmaceuticals,
including the FDA, the EMEA, and their counterparts.



“Regulatory Applications” shall mean (a) all applications for Regulatory Approval for the Products
anywhere in the world, and (b) all applications and/or licenses required to legally clinically test
in humans Products anywhere in the world, such as investigational new drug applications in the U.S.



“Regulatory Approvals” shall mean all approvals to legally sell the Products as a pharmaceutical.



“Seller’s Knowledge.” “Seller’s awareness,” “Seller’s best knowledge” or words of similar import
shall mean the actual knowledge of the Seller’s statutory directors after having made reasonable
enquiries into the affairs of the Company in respect of the relevant matter to which this
qualification applies with the managing directors of the Company.



“Tax” or “Taxes” means all forms of taxation, duties and levies including public impositions
deriving from the refunding of subsidies or grants, whether in Germany or elsewhere, including but
not limited to income tax (including amounts equivalent to or in respect of income tax
required to be deducted or withheld from or accounted for in respect of any payment),
corporate taxes, trade tax, wealth tax, wage tax, value added tax, customs and other import or
export duties, excise duties, stamp duty, stamp duty reserve tax, development land tax, national
insurance, customs, social security or other similar contributions, and any interest, penalty,
surcharge or fine in connection with it.




[ * ] = 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.





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LIST OF ANNEXES




ANNEX 1(D)




ARTICLES OF ASSOCIATION




ANNEX 1(E)




COMPANY REGISTRATION




ANNEX 1(E)




DIRECTORS / PROXYHOLDERS




ANNEX 6(A)




REAL PROPERTY OWNED




ANNEX 6(B)




REAL PROPERTY LEASED




ANNEX 9(B)




REGISTERED IP RIGHTS




ANNEX 11(B)




PERMITS




ANNEX 1.1(A)(I)(1)A2A




INSURANCE POLICIES




ANNEX 13A




[ * ] = 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.





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EMPLOYEES



[ * ] = 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.




115









 










ANNEX 1(D)




ARTICLES OF ASSOCIATION




Beglaubigte Abschrtft






Binding German Version




Gesellschaftsvertrag




der




Rhein Biotech Gesellschaft für neue bio-




technologische Prozesse und Produkte mbH




§1




Firma, Sitz





	(1)	 	Die Firma der Gesellschaft lautet: Rhein Biotech Gesellschaft für neue biotechnologische
Prozesse und Pro-dukte mbH.
	 
	(2)	 	Die Gesellschaft hat ihren Sitz in Düs-seldorf.





§2




Gegenstand des Unternehmens





	(1)	 	Gegenstand des Unternehmens ist die Entwicklung, Herstellung und der Vertrieb neuer
biotechnologischer Prozesse und Produkte.
	 
	(2)	 	Die Gesellschaft kann alle Tätigkeiten ausüben, die den vorgenannten Zwe-cken unmittelbar
oder mittelbar zu dienen geeignet sind. Sie darf insbe-sondere im In- und Ausland
Nieder-lassungen gründen und andere Unter-nehmen gleicher oder ähnlicher Art übernehmen, sich
an solchen Unter-nehmen beteiligen, mit derartigen Un-ternehmens Kooperations- und
Interes-sengemeinschaftsverträge abschließen sowie eigene Tochtergesellschaften gründen.








Convenience Translation




Articles of Association

of




Rhein Biotech Gesellschaft für neue




biotechnologische Prozesse und Produk te mbH




§1




Name, Registered Office





	(1)	 	The name of the Company is: Rhein Biotech Gesellschaft für neue bio-technologische Prozesse
und Produkte mbH.
	 
	(2)	 	The Company’s registered office is in Dusseldorf.





§2




Object





	(1)	 	The object of the Company is the development, manufacturing and distribution of new
biotechnology processes and products.
	 
	(2)	 	The Company is entitled, within the scope of the aforementioned object, to transact any and
all business that is suitable to promote the object of the Company direct or indirectly. In
particular, domestically and abroad the Company is entitled to establish bran- ches, to
acquire similar or resembling companies, to participate in such companies, to conclude
cooperation and joint venture agreements with such companies and to establish subsidiaries.










[ * ] = 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.




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§3




Dauer der Gesellschaft und Geschäfts- jahr





	(1)	 	Die Gesellschaft ist auf unbestimmte Zeit errichtet.
	 
	(2)	 	Das Geschäftsjahr entspricht dem Ka-lenderjahr.





§4




Stammkapital



Das Stammkapital der Gesellschaft beträgt [ * ] (in Worten: [ * ] ).




§5




Geschäftsfiihrung und Vertretung





	(1)	 	Die Gesellschaft hat einen oder meh-rere
Geschäftsführer (die “Geschäfts-führung“). Die
Geschäftsführung wird vom Aufsichtsrat bestellt und abberu-fen. Die Geschäftsführung wird
unter-stützt durch einen Chief Financial Of-ficer (“CFO“) und einen Director Bu-siness
Development (“Director Busi-ness Development“), die Angestellte der Gesellschaft sind.
Geschäftsführer, CFO und Director Business Develop-ment bilden gemeinsam die Ge-schäftsleitung
(“Geschäftsleitung“).
	 
	(2)	 	Der Vorsitzende des Aufsichtsrates vertritt die Gesellschaft gegenüber den Geschäftsführern,
insbesondere bei deren Bestellung und Abberufung so-wie bei dem Abschluss und der Been-digung
der entsprechenden Dienstver-träge.
	 
	(3)	 	Hat die Gesellschaft mehrere Ge-schäftsführer, kann der Aufsichtsrat einen Geschäftsführer
zum Vorsitzen-den bestimmen.





§3




Duration







and Financial Year





	(1)	 	The Company is incorporated for an unlimited period of time.
	 
	(2)	 	The fiscal year of the Company is the calendar year.





§4




Share Capital



The share capital of the Company amounts to [ * ] (in words: [ * ] ).




§5




Management and Representation





	(1)	 	The Company shall be represented by one or more Managing Directors (the “Management”). The
Management shall be appointed and dismissed by the Supervisory Board. A Chief Financial
Officer (“CFO”) and a Director Business Development as employees of the Company will assist
the Management. The Managing Directors, the CFO and the Director Business Development
constitute the Management Team (“Management Team”).
	 
	(2)	 	The Chairman of the Supervisory Board represents the Company vis-à-vis the Managing
Directors, in particular, with regard to their appointment and dismissal as well as the
respective conclusion of the service agreements.
	 
	(3)	 	If more Managing Directors represent the Company the Supervisory Board may appoint one
Managing Director as chairman of the Management.
	 
	(4)	 	Ist nur ein Geschäftsführer bestellt, so vertritt er die Gesellschaft allein. Falls mehrere
Geschäftsführer bestellt sind, wird die Gesellschaft durch zwei Ge-schäftsführer gemeinsam
oder durch einen Geschäftsführer gemeinsam mit einem Prokuristen vertreten.









[ * ] = 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.





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	 	 	Der Auf-sichtsrat kann jedoch bestiminen, dass einer oder mehrere oder alle Ge-schäftsführer
die Gesellschaft einzeln vertreten können.
	 
	(5)	 	Der Aufsichtsrat kann den Geschäfts-führer, mehrere oder alle Geschäfts-führer ganz allgemein
oder fiir den Einzelfall von den Beschrankungen des § 181, 1. Alt. und/oder 2. Alt. BGB
befreien.
	 
	(6)	 	Der Aufsichtsrat gibt der Geschäfts-führung eine Geschäftsordnung.
	 
	(7)	 	Die Geschäftsführung bedarf zu den in der Geschäftsordnung des Manage-ments und den durch
Beschluss des Aufsichtsrates festgesetzten Geschäf-ten der Zustimmung des Aufsichtsra-tes.





§6




Gesellschafterbeschlüsse





	(1)	 	Die von den Gesellschaftern in Ange-legenheiten der Gesellschaft zu tref-fenden Bestimmungen
und Entschei-dungen erfolgen durch Beschlussfas-sung in der Gesellschafterversamm-lung mit
einfacher Mehrheit der bei der Beschlussfassung abgegebenen Stimmen, soweit nicht der
Gesell-schaftsvertrag oder das Gesetz eine andere Mehrheit vorschreiben.
	 
	(2)	 	Sofern der Gesellschaftsvertrag keine abweichende Regelung trifft, be-schließt die
Gesellschafterversamm-
	 
	(4)	 	If only one Managing Director is appointed, he/she shall represent the Company
single-handedly. If several Managing Directors are appointed, the Company shall be
represented by two Managing Directors jointly or by one Managing Director together with one
procurist. The Supervisory Board may, however, determine that one or several or all Managing
Directors may represent the Company single-handedly.









	(5)	 	The Supervisory Board may release the Managing Director, several or all Managing Directors
from the restrictions of § 181, 1. Alt. and/or 2. Alt. German Civil Code either generally •
or in an individual case.
	 
	(6)	 	The Supervisory Board shall draw up rules of procedure for the Management.
	 
	(7)	 	The Management shall require the prior consent of the Supervisory Board for the business
transactions and measures described in the rules of procedure of the Management or adopted by
a Supervisory Board’s resolution.





§6




Quotaholders’ Resolutions





	(1)	 	The resolutions and decisions to be passed by the quotaholders in the matters of the Company
shall be effected by the passing of a resolution at the Quotaholders’ Meeting by a simple
majority of votes cast for the passing of the resolution, insofar as the Articles of
Association or Statute do not prescribe a different majority.
	 
	(2)	 	Unless otherwise stipulated in the Articles of Association the Quota-holders’ Meeting shall
have all powers
	 
	 	 	lung über alle Angelegenheiten von besondere Bedeutung far die Gesell-schaft, insbesondere
über die Feststel-lung des Jahresabschlusses, die Ver-wendung des Bilalzgewinns, die Wahl
der Abschlussprüffer und die Entlastung der Geschäftsführer und Aufsichtsratsmitglieder. Die
Feststel-lung des Jahresabschlusses soil zu-sammen mit der Beschlussfassung ü-ber die
Entlastung der Geschäftsführer und der Aufsichtsratsmitglieder erfol-gen.











[ * ] = 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.




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	(3)	 	Gesellschafterversammlungen werden vom Vorsitzenden des Aufsichtsrates, den Geschäftsführern
oder einem Ge-sellschafter, der mindestens 10% des Stammkapitals hält, einberufen. In den
Fällen des § 8 Abs. 1 Satz 3 hat die Einberufung innerhalb von 10 Werk-tagen zu erfolgen.
Jeder Gesellschafter ist schriftlich (außerhalb Europas mittels Luftpost) unter Einhaltung
einer Frist von einer Woche zu laden. Die Ladung enthält die Tagesordnung so-wie Tag und Ort
der Versammlung. Der Tag der Versammlung darf nicht früther als eine Woche nach Absen-dung
der zuletzt versandten Ladung liegen. Die Gesellschafterversamm-lungen finden grundsätzlich
am Sitz der Gesellschaft in deren Geschäftsräumen statt. Sie können auch an einem anderen
Ort, auch außerhalb der Bundesrepublik Deutschland, stattfin-den, es sei denn, ein
Gesellschafter widerspricht unverzuglich nach Zu-gang der Ladung.
	 
	(4)	 	Die Gesellschafter können auf die Einhaltung der Förmlichkeiten hin-sichtlich Zeit,
Einberufung, Ort und Gegenstand der Gesellschafterver-sammlung verzichten.
	 
	(5)	 	Je € 50 Nominalbetrag eines Ge-sehäftsanteils geben eine Stimme.
	 
	 	 	regarding issues of significant importance for the Company, in particular, regarding the
approval of the annual financial statements, the appropriation of the balance sheet profits,
the choice concerning the auditor of annual financial statements and the ratification of the
acts of the Managing Directors and the members of the Supervisory Board. The approval of the
annual financial statements should be combined with the decision about the ratification of the
acts of the Managing









	 	 	Directors and the members of the Supervisory Board.
	 
	(3)	 	Quotaholders’ Meetings shall be called in by the chairman of the Supervisory Board, the
Managing Directors or a quotaholder representing at least 10% of the registered share capital.
Within the scope of § 8 para. 1 Sentence 3 the Quotaholders’ Meeting shall be called in
within 10 business days. Each quotaholder shall be invited separately and in writing (outside
Europe via airmail) observing a time limit of not less than one week. The notice shall
contain the agenda and shall stipulate place and date of the meeting, which shall not be
earlier than one week after the dispatch of the last notice sent. In general, the
Quotaholders’ Meetings take place in the premises at the Company’s registered office. They
may also take place at different places, also outside Germany, unless a quotaholder objects
without undue delay after receiving the notice.
	 
	(4)	 	The quotaholders can waive the compliance with all formalities regarding time, convening,
place and agenda of the Quotaholders’ Meeting.
	 
	(5)	 	Each quotaholding with a nominal amount of € 50 has a vote.
	 
	(6)	 	Jeder Gesellschafter kann sich in der Gesellschafterversammlung durch ei-nen beliebigen
Bevollmächtigten ver-treten und sein Stimmrecht ausüben lassen. Vollmachten bedürfen zu ihrer
Gültigkeit der Textform.
	 
	(7)	 	Die Gesellschafterversammlung ist beschlussfähig, wenn mindestens 50% des Stammkapitals
vertreten sind. Er-weist sich eine Gesellschafterver-sammlung als nicht beschlussfähig, so
ist unter Beachtung von Abs.










[ * ] = 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.





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	 	 	3 binnen einer Woche eine zweite Versamm-lung mit gleicher Tagesordnung ein-zuberufen, die
ohne Rucksicht auf die Höhe des vertretenen Stammkapitals beschlussfähig ist; hierauf ist in
der Einberufung hinzuweisen.
	 
	(8)	 	Der Abhaltung einer Gesellschafter-versammlung bedarf es nicht, wenn sämtliche bezüglich des
jeweiligen Beschlussgegenstandes stimmberech-tigten Gesellschafter sich in Textform mit der zu
treffenden Bestimmung oder mit einer schriftlichen Abgabe der Stimme einverstanden erklären
und die Abhaltung einer Gesellschafter-versammlung nicht zwingend vorge-schrieben ist.
	 
	(9)	 	Den Vorsitz in der Gesellschafterver-sammlung und bei Beschlüssen au-ßerhalb von
Gesellschafterversamm-lungen führt der Gesellschafter (oder dessen Vertreter) mit der
bezüglich des stimmberechtigten Kapitals höchsten Beteiligung.
	 
	(10)	 	Über jede Gesellschafterversammlung und jeden außerhalb einer Gesell-schafterversammlung
gefassten Be-schluss ist ein Protokoll zu erstellen, dass vom Vorsitzenden der
Gesell-schafterversammlung zu unterzeichnen ist. Eine Kopie der Protokolle ist den
Gesellschaftern innerhalb von
	 
	(6)	 	Each quotaholder may be represented at the Quotaholders’ Meeting and have his voting right
exercised by any other person to whom a power of attorney has been granted. Powers of
attorney require the text form in order to be valid.
	 
	(7)	 	In the Quotaholders’ Meeting there shall only be a quorum if at least half of the registered
share capital participates. In the case that in the









	 	 	Quota-holders’ Meeting there is no quorum
within one week a second meeting regarding the same agenda in consideration of para. 3 shall
be convened in which shall be a quorum notwithstanding the represented share capital. This
fact shall be pointed out in the convening.
	 
	(8)	 	The holding of a Quotaholders’ Meeting is not required if all the quota-holders entitled to
vote in respect of the subject matter of the resolution declare in text form that they agree
to the passing of the resolutions or by casting their votes in writing and the holding of a
Quotaholders’ Meeting is not mandatory.
	 
	(9)	 	Chairman of the Quotaholders’ Meeting and in the case of resolutions outside the
Quotaholders’ Meeting shall be the quotaholder (or his representative) representing the
biggest participation with regard to the voting capital.
	 
	(10)	 	A minute is to be produced about each Quotaholders’ Meeting and each resolution adopted
outside a Quota-holders’ Meeting and is to be signed by the chairman of the Quotaholders’
Meeting. A copy of the minutes shall be delivered to each quotaholder within ten days after
such meeting /






zehn Tagen nach der jeweiligen Ge-ellschafterversammlung / Beschluss-assung zu übersenden.



§7




Aufsichtsrat





	(1)	 	Die Gesellschaft hat einen Aufsichtsrat, der aus vier Mitgliedern besteht. Die Mitglieder
mussen der englischen Sprache in Wort und Schrift mächtig sein.
	 
	(2)	 	Die Mitglieder des Aufsichtsrates werden wie folgt bestellt und abberu-fen: Rhein Biotech
N.V. oder deren











[ * ] = 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.




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	 	 	Gesamtrechtsnachfolger kann zwei Aufsichtsratsmitglieder entsenden. Die übrigen
Aufsichtsratsmitglieder werden durch die Gesellschafterverammlung gewählt, eines davon auf
nicht bindenden Vorschlag der Ge-schäftsleitung. Für die Abberufung der betreffenden
Aufsichtsratsmitglieder gelten die vorstehenden Regelungen entsprechend. Jedem Beschluss über
die Bestellung oder Abberufung der Aufsichtsratsmitglieder soil eine Konsultation mit der
Geschäftsleitung voangehen.
	 
	(3)	 	Neben den regulären Mitgliedern des Aufsichtsrates können Ersatzmitglie-der für ein oder
mehrere Aufsichts-ratmitglieder bestellt werden. Für de-ren Bestellung gilt Abs. 2
entspre-chend. Sollte ein Mitglied des Auf-sichtsrates vor Ablauf der Bestel-lungsperiode aus
dem Aufsichtsrat ausscheiden, so tritt das Ersatzmit- glied für den Rest der
Bestellungspe-riode an die Stelle des ausscheidenden Aufsichtsratmitgliedes.
	 
	(4)	 	Der Aufsichtsrat wählt eines seiner Mitglieder zum Vorsitzenden und ein weiteres Mitglied zu
dessen Stellver-




resolution.




§7




Supervisory Board





	(1)	 	The Company has a Supervisory Board made up of four members, which shall have a proper
knowledge of the English language.
	 
	(2)	 	The members of the Supervisory Board shall be appointed and dismissed as follows: Rhein
Biotech N.V. or its universal successor may appoint two members of the Supervisory Board. The
further members of the









	 	 	Supervisory Board shall be elected by the Quotaholders’ Meeting, one of
them on a non-binding proposal by the Management Team. Regarding the dismissal of the
respective members of the Supervisory Board, the aforementioned regulations apply accordingly.
Any Resolution in connection with the appointment or dismissal of the members of the
Supervisory Board shall only be adopted after consulting the Management Team.
	 
	(3)	 	In addition to the appointment of the regular members of the Supervisory Board, reserve
members to one or more Supervisory Board members may be appointed for who’s appointment para.
2 applies accordingly. Should a member of the Supervisory Board resign his office before
severing a full term, his designated reserve member shall assume the aforementioned office for
the remaining period of time.
	 
	(4)	 	The Supervisory Board shall elect one of its members as chairman and a further member as his
representative.




treter.





	(5)	 	Soweit bei der Wahl der Aufsichts- ratsmitglieder keine andere Zeit ver-einbart wurde, sind
sie für die Zeit bis zur Beendigung der Gesellschafterver-sammlung bestellt, die über ihre
Ent-lastung für das erste Jahr nach dem Beginn der Amtszeit beschließt.
	 
	(6)	 	Scheidet ein Mitglied des Aufsichtsra-tes aus, ohne dass ein Ersatzmitglied seine Position
ubemehmen kann, fin-den Neubestellungen nach Abs. 2 statt. Die Amtszeit des neu bestellten
Aufsichtsratmitglieds endet mit Ablauf der Amtszeit des ausgeschiedenen Aufsichtsratmitglieds.











[ * ] = 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.





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	(7)	 	Soweit eine Vergütung an die Mit-glieder des Aufsichtsrates gezahlt werden soil, bedarf
dieses eines die Vergütung festlegenden Beschlusses der Gesellschafterversammlung.
Un-abhangig davon, ob durch Beschluss der Gesellschafterversammlung eine an die Mitglieder des
Aufsichtsrates zu zahlende Vergütung bestimmt wird, erhalten die Mitglieder des
Auf-sichtsrates Aufwendungsersatz für alle Auslagen, die sie in ihrer Eigenschaft als
Mitglieder des Aufsichtsrates verauslagt haben.
	 
	(8)	 	Jedes Mitglied des Aufsichtsrates kann sein Amt durch eine an den Vor-sitzenden des
Aufsichtsrates zu rich-tende schriftliche Erklärung niederle-gen. Der Vorsitzende des
Aufsichtsra-tes informiert die Gesellschaft. Der Vorsitzende des Aufsichtsrates ist
verpflichtet, die Gesellschafterver-sammlung and die Gesellschaft im Falle seines Ausscheidens
zu unter-richten.
	 
	(5)	 	Unless agreed on a different term at the election the members of the Supervisory Board are
appointed for a term lasting until the end of the Quotaholders’ Meeting granting ratification
to their acts in the first fiscal year following the commencement of the term of office.
	 
	(6)	 	New appointments shall take place according to para. 2 if a member of the Supervisory Board
retires from office, without a reserve member being able to assume his position. The new
members’ term of offices shall expire with the terms of office of the previously appointed
member.









	(7)	 	Any compensation to be paid to the members of the Supervisory Board must be determined, if at
all, in a resolution of the Quotaholders’ Meet-ing. Despite whether compensation to be paid
to the members of the Supervisory Board is determined in a resolution of the Quotaholders’
Meeting, the members of the Supervisory Board shall receive a compensation for all
disbursements paid in their capacity as Supervisory Board members.
	 
	(8)	 	Each member of the Supervisory Board shall be entitled to retire from office upon informing
the chairman of the Supervisory Board in writing. The chairman shall inform the Company. The
chairman shall be obliged to inform the Quotaholders’ Meeting and the Company in the case of
his retirement from office.





§8




Beschlüsse des Aufsichtsrats





	(1)	 	Der Aufsichtsrat ist beschlussfähig, wenn mindestens drei Mitglieder an der Beschlussfassung
teilnehmen. Entscheidungen des Aufsichtsrates werden, soweit gesetzlich oder auf Grund eines
Gesellschafterbeschlusses nichts anderes zwingend bestimmt ist, mit einfacher Mehrheit
gefasst. Bei Stimmengleichheit ist der Beschluss-gegenstand der Gesellschafterver-sammlung
zur Entscheidung vorzule-gen.
	 
	(2)	 	Der Aufsichtsrat soil mindestens ein-mal im Vierteljahr zusammenkom- men. Die Beschlüsse des
Auf-sichtsrates werden grundsätzlich in Aufsichtsratssitzungen getroffen.
Auf-sichtsratssitzungen werden vom Auf-sichtsratsvorsitzenden, im Falle seiner










[ * ] = 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.




122









 













	 	 	Verhinderung von seinem Stellvertre-ter, unter Einhaltung einer Frist von mindestens sieben
Tagen einberufen. Die Ladung enthält die Tagesordnung, Tag und Ort der Versammlung. Der
Ladung sollen etwaige für eine sach-gemäße Vorbereitung auf die Be-schlussfassung
erforderlichen Unter-lagen beigefügt werden. Die Einhal-tung der Förmlichkeiten ist nicht
er-forderlich, wenn alle Aufsichtsrats-mitglieder hierauf verzichten.
	 
	(3)	 	Abwesende Aufsichtsratmitglieder können dadurch an der Beschlussfas-sung des Aufsichtsrates
teilnehmen, dass sie per Telefon oder einem ande-ren Kommunikationsmittel, bei dem
sichergestellt ist, dass sie und die an-deren anwesenden Aufsichtsratsmit-glieder einander
hören und miteinan-der sprechen können, zu der Verhand-lung zugeschaltet werden. In diesem
Fall gelten sie als an der Beschlussfas-sung beteiligt. Der Geschäftsführer, im Falle der
Bestellung von mehreren Geschäftsführern der Vorsitzende der





§8




Supervisory Boards’ resolutions





	(1)	 	The quorum for meetings of the Supervisory Board shall be not less than three Supervisory
Board members. As far as not mandatory required otherwise by law or by a resolution of the
Quotaholders’ Meeting, the Supervisory Board shall pass its resolutions by the simple majority
vote. In the case of a tie in votes the matter will be referred to and resolved upon by the
Quotaholders’ Meeting.
	 
	(2)	 	The Supervisory Board shall meet at least every quarter. In general, the Supervisory Board
makes its decisions in Supervisory Board meetings. Supervisory Board meetings shall be called
in by the chairman of the Supervisory Board, in the case of his absence by its









	 	 	representative,
observing a time limit of not less then seven days. The notice shall contain the agenda, date
and place of the meeting. The documents should be attached that may be necessary for the
appropriate preparation for the resolution. Compliance with all formalities is not required
if waived by all members of the Supervisory Board.
	 
	(3)	 	Absent Supervisory Board members may participate in the adopting of resolutions by the
Supervisory Board by phone or another communication method by which they and all other
Supervisory Board members can hear and speak to each other. In this manner they shall be
deemed to have taken part in the passing of the resolution. The Managing Director, or in the
event of the appointment of several Managing Directors, the chairman of the Management shall
join the Supervisory Board meetings, if not otherwise
	 
	 	 	Geschäftsführung, nehmen an den Sit-zungen des Aufsichtsrates teil, soweit der Aufsichtsrat
nichts anderes be-schließt.
	 
	(4)	 	Abwesende Aufsichtsratsmitglieder können auch dadurch an der Be-schlussfassung des
Aufsichtsrats teil-nehmen, dass sie schriftliche Stimm-abgaben überreichen lassen. Die
schriftlichen Stimmabgaben können durch andere Aufsichtsratsmitglieder überreicht werden. Sie
können auch durch Personen, die nicht dem Auf-sichtsrat angehören, übergeben wer-den, wenn
diese hierzu durch die ab-wesenden Aufsichtsratsmitglieder in Textform ermächtigt wurden.
	 
	(5)	 	Der Abhaltung einer Aufsichtsratsit-zung bedarf es nicht, wenn alle Mit-glieder des
Aufsichtsrates schriftlich erklären, dass sie dem Beschluss oder der schriftlichen











[ * ] = 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.




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	 	 	Stimmabgabe zu-stimmen und das Gesetz nicht zwin-gend die Abhaltung einer
Aufsichts-ratssitzung vorschreibt.
	 
	(6)	 	Sprache, auch Schriftsprache, des Aufsichtsrates ist englisch. Über jede Sitzung ist
Protokoll zu führen. So-weit Protokolle des Aufsichtsrates zum Handel sregister einzureichen
sind, ist zusätzlich eine deutsche Fas- sung des Protokolls zu erstellen. Eine Kopie
der Protokolle ist den Auf-sichtsratsmitgliedern innerhalb von zehn Tagen nach der jeweiligen
Sit-zung zu übersenden.
	 
	(7)	 	Der Vorsitzende des Aufsichtsrates, im Falle seiner Verhinderung, sein Stellvertreter, ist
verantwortlich für die Umsetzung der Aufsichtsratbe- schlüsse und für die Vertretung des
Aufsichtsrates gegenuber Dritten so-wie gegenüber der Gesellschaft. Für den Fall, dass der
Stellvertreter an der Durchftihrung beteiligt ist, bedarf es




decided by the Supervisory Board.





	(4)	 	Absent Supervisory Board members may also participate in the adopting of resolutions by the
Supervisory Board by submitting their votes in writing. The written votes may be submitted by
other members of the Supervisory Board. They may also be submitted by persons who do not
belong to the Supervisory Board if such persons are entitled by the incapacitated Supervisory
Board members in text form to do so.
	 
	(5)	 	The holding of a Supervisory Board meeting is not required if all members of the Supervisory
Board declare in writing that they agree to the resolution or to a casting of their votes in
writing and statute does not prescribe the









	 	 	mandatory holding of a Supervisory Board meeting.
	 
	(6)	 	English shall be the language for the Supervisory Board meetings and documents. A minute is
to be produced about each meeting. In the event that minutes of the Supervisory Board have to
be submitted to the Commercial Register in addition, a German version of the minutes has to be
prepared. A copy of the minutes shall be delivered to each member of the Supervisory Board
within ten days after such meeting.
	 
	(7)	 	The chairman of the Supervisory Board, in the case of his absence its representative, is
responsible for the implementation of Supervisory Board resolutions and the representation of
the Supervisory Board with reference to third parties as well as to the Company. In the event
of the representative participating in implementation, third party shall not
	 
	 	 	nicht des Nachweises, dass der Vor-sitzende verhindert war.
	 
	(8)	 	Die Mitglieder des Aufsichtsrates sind – auch nach Ausscheiden aus dem Aufsichtsrat –
verpflichtet, über ihre Tätigkeit als Aufsichtsratsmitglied Stillschweigen zu bewahren. Diese
Verpflichtung schließt die Geheimhal-tung aller Geschäfis- und Betriebsge-heimnisse ein. Alle
Schriftstücke, welche die Mitglieder wahrend der Dauer ihrer Amtszeit erhalten haben, sind bei
Ausscheiden aus dem Auf-sichtsrat der Gesellschaft auszuhändi-gen.
	 
	(9)	 	Der Aufsichtsrat soil sich eine Ge-schäftsordnung geben. Diese regelt die Einzelheiten der
Sitzungen und weite-re Verfahrensfragen.










[ * ] = 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.






124









 












§9




Funktionen und Befugnisse des Auf sichtsrates





	(1)	 	Der Aufsichtsrat hat die Geschäftsfüh-rung zu Uberwachen. Zu diesem Zweck kann er von der
Geschäftsfüh-rung jederzeit Auskunft über alle An-gelegenheiten der Gesellschaft verlan-gen;
er kann insbesondere die Bücher und Schriften der Gesellschaft sowie deren
Vermögensgegenstände einse-hen und prüfen. Er kann mit dieser Prüfung auch einzelne
Aufsichtsrats-mitglieder oder – sofern erforderlich –auf Kosten der Gesellschaft besondere
Sachverständige beauftragen. Die Ge-schäftsführer sind verpflichtet, dem Aufsichtsrat jede
gewünschte Aus-kunft über alle geschäftlichen Ver-hältnisse zu erteilen sowie auf
Auffor-derung zu den Sitzungen des Auf-sichtsrates zu erscheinen und sie über alle
Sachverhalte, die für die Ent-scheidung des Aufsichtsrates von Be-lang sein können, zu
berichten. Der Aufsichtsrat ist verpflichtet, auf An-
	 
	 	 	require proof that the chairman was unable to attend.
	 
	(8)	 	The members of the Supervisory Board are bound by secrecy – even upon the departure. This
obligation includes the secrecy to all business and trades secrets. All documents that the
members received during their time in office must be returned upon their departure to the
Company.
	 
	(9)	 	The Supervisory Board shall draw up rules of procedure. This shall contain details of
meetings and further procedural questions.





§9







Functions and power of the Supervisory Board





	(1)	 	The Supervisory Board shall supervise the Management. For this purpose it can request at any
time from the Management any information regarding Company matters. In particular, the
Supervisory Board is entitled to inspect the Company’s accounts and records as well as its
items of property. The Supervisory Board can entrust individual members of the Supervisory
Board with the inspection or – if necessary – at the expense of the Company, commission an
expert with the inspection. The Managing Directors shall be obliged to provide, on request,
the Supervisory Board with information regarding all business matters as well as to appear on
request at the meetings of the Supervisory Board and to report to the Supervisory Board all
matters which could be of importance for a decision of the Supervisory Board. The Supervisory
Board shall be obliged to request information from the Management
	 
	 	 	trag eines seiner Mitglieder Informati-onen von der Geschäftsführung einzu-holen.





	(2)	 	Die Geschäftsführung hat dem Auf-sichtsrat alle Informationen zu über-mitteln, die in der
Geschäftsordnung der Geschäftsführung oder durch Be-schluss des Aufsichtsrates festegesetzt
wurden.
	 
	(3)	 	Falls ein funktionsfähiger Aufsichts- rat, aus welchem Grund auch immer, nicht besteht,
werden die Rechte des Aufsichtsrates nach diesem Gesell-schafsvertrag durch die
Gesellschaf-terversammlung wahrgenommen, so-lange die Funktionsunfähigkeit be-steht.





§ 10

Verfügungen über Geschäftsanteile und




Kapitalerhöhung









[ * ] = 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.




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	(1)	 	Die Verfügung über Geschäftsanteile oder Teile von Geschaftsanteilen an der Gesellschaft
bedarf der vorherigen Zustimmung der Gesellschaft; für die Erteilung der Zustimmung ist die
Ge-sellschafterversammlung zuständig. Bei der Beschlussfassung ist auch der betroffene
Gesellschafter stimmbe-rechtigt.
	 
	(2)	 	Die Verpfändung einer Beteiligung oder eine sonstige Belastung mit Rechten Dritter sowie die
Übertra-gung, Verpfändung und Belastung von Ansprüchen, die den Gesellschäftern aufgrund des
Gesellschaftsverhältnis-ses gegenüber der Gesellschaft oder gegenüber einem anderen
Gesellschaf-ter zustehen, insbesondere der An-sprüche, auf Gewinn, Einziehungsent-gelt und
Abwicklungserlös, bedarf der Zustimmung der Gesellschaft; für die Erteilung der Zustimmung ist
die Ge-sellschafterversammlung zuständig.






on request of only one of its members.




	(2)	 	The Management shall provide the Supervisory Board with all information stipulated in the
rules of procedure of the Management or by a Supervisory Board’s resolution.
	 
	(3)	 	If a Supervisory Board, able to function, does not exist, for whatever reason, any rights of
the Supervisory Board under this Articles of Association will be exercised by the
Quota-holders’ Meeting as long as the inability to function exists.





§ 10




Disposal of Quotas and capital increase








	(1)	 	The disposal of quotas or of parts thereof in the Company shall require the prior consent of
the Company; the Quotaholders’ Meeting shall be authorised to provide such. Regarding the
quotaholders’ resolution also the respective quotaholder is entitled to vote.
	 
	(2)	 	The mortgaging of a quota and further encumbrance with third party rights as well as the
transfer, the mortgage and encumbrance of claims against the Company or against an other
quotaholder resulting from its position as a quotaholder of the Company, in particular
regarding profit, redemption remuneration and liquidation proceeds claims, require the consent
of the Company; the Quotaholders’ Meeting shall be authorised to provide such. Regarding the
quotaholders’ resolution also the respective quotaholder
	 
	 	 	Bei der Beschlussfassung ist auch der betroffene Gesellschafter stimmbe-rechtigt.
	 
	(3)	 	Die Gesellschafterversammlung kann beschließen, dass die Gesellschafter bei
Kapitalerhöhungen ein Bezugs-recht im Verhältnis ihrer Anteile ha-ben. Üben in diesem Fall
Gesellschaf-ter ihr Bezugsrecht nicht aus, können es die anderen Gesellschafter im
Ver-hältnis ihrer Geschäftsanteile ausüben.





§11




Einziehung von Geschäftsanteilen mid Abfindung





	(1)	 	Die Einziehung von Geschäftsanteilen ist zulässig.
	 
	(2)	 	Die Einziehung von Geschäftsanteilen ist ohne Zustimmung der betroffenen Gesellschafter nur
in folgenden Fällen zulässig:
	 
	 	 	 (i) Über das Vermögen eines Gesellschafters wird das Insolvenz-verfahren eröffnet, die
Eröffnung des Insolvenzverfahrens wird











[ * ] = 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.




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	 	 	mangels Masse abgelehnt, oder ein Gesell-schafter hat die Richtigkeit seines
Vermögensverzeichnisses an Eides Statt zu versichern;
	 
	 	 	 (ii) Ein Gläubiger eines Gesell-schafters betreibt Zwangsvollstre-ckungsmaßnahmen in einen
Ge-schäftsanteil, die nicht binnen drei Monaten wieder aufgehoben werden;
	 
	(3)	 	Die Abfindung infolge der Einzie- hung bemisst sich nach dem Ver-kehrswert des
Geschäftsanteils auf der Basis einer Fortführung der Ge-sellschaft, wobei unbeachtlich ist, ob
es sich bei, dem Geschäftsanteil um eine Minderheits- oder Mehrheitsbe-
	 
	 	 	is entitled to vote.
	 
	(3)	 	In the case of a capital increase the Quotaholders’ Meeting may resolve that the quotaholders
have a preemptive right in proportion to their holdings in the current registered share
capital. If quotaholders do not exercise their pre-emptive right, the other quotaholders may
exercise it in proportion to their holdings in the current registered share capital.





§11




Redemption of quotas and indemnifica-tion





	(1)	 	The redemption of quotas is permitted.
	 
	(2)	 	The redemption of quotas without the approval of the respective quotaholder is only permitted
in the following cases:
	 
	 	 	(i) The insolvency procedure regarding the assets of a quotaholder has been opened, the









	 	 	opening of an insolvency procedure is refused because of insufficient assets or a quotaholder
has assured the correctness of an inventory of property in lieu of an oath;

	 
	 	 	(ii) A creditor of a quotaholder issues execution measures in the quota that cannot be
reserved within three months.
	 
	(3)	 	The indemnification for the redemption will be calculated on the basis of the fair market
value of the quota, on the basis that the Company is a going concern, not taken into account
whether the quota is a minority or a majority participation. If no agreement about teiligung handelt. Sofern eine Eini-gung über den Verkehrswert nicht erzielt werden kann,
wird dieser vom Wirtschaftsprüfer der Gesellschaft, der den letzten Jahresabschluss der
Gesellschaft gepruft hat, als Schieds-gutachter abschließend und verbind-lich festgestellt.





§ 12




Jahresabschluss





	(1)	 	Die Geschäftsführung hat den Jah-resabschluss und den Lagebericht un-ter Einhaltung der
geltenden gesetz-lichen Fristen nach Abschluss eines Geschäftsjahres aufzustellen. Den
Jahresabschluss und den Lagebericht hat die Geschäftsführung sodann — gegebenenfalls nach
gesetzlich oder aufgrund Beschlüsses der Gesell-schafterversammlung vorgeschriebener Prüfung
durch den Abschlussprü- fer – der jährlichen Gesellschafter-versammlung zum Zwecke der
Fest-stellung des Jahresabschlusses vorz-legen.
	 
	(2)	 	Die Gesellschafterversammlung kann beschließen, dass das Jahresergebnis ganz oder










[ * ] = 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.




127









 













	 	 	teilweise in Gewinnrück-lagen einzustellen, als Gewinn vor-zutragen oder an die Gesellschafter
auszuschütten ist.
	 
	(3)	 	Die Ausschüttung von Zwischendi-videnden ist zulässig.





§ 13




Verschiedenes





	(1)	 	Bekanntmachungen der Gesellschaft erfolgen ausschließlich im Bundesan-zeiger.
	 
	 	 	the fair market value can be reached, the fair market value shall be determined conclusively
and bindingly by the Company’s auditor, who has examined the Financial Statement of the
Company for the last fiscal year.





§ 12




Annual Financial Statements





	(1)	 	The Management shall draw up the Annual Financial Statements and the Statement of Affairs
within the statutory period of time following the conclusion of a fiscal year. The Management
shall then present the Annual Financial Statements and the Statement of Affairs – if
prescribed by law or by a Quotaholders’ resolution after they have been checked by the auditor
– to the Quotaholders’ Meeting for its approval.
	 
	(2)	 	The Quotaholders’ Meeting may resolve that the annual profit is to be placed in whole or in
parts in the profit reserves, is to be carried forward as profit or is to be distributed to
the









	 	 	quotaholders in proportion to their quotaholdings.
	 
	(3)	 	A distribution of an interim dividend is permissible.





§ 13




Miscellaneous





	(1)	 	Any announcements made by the Company shall be published in the Official Gazette of the
Federal Republic only.






	(2)	 	Im übrigen gilt das Gesetz betreffend der Gesellschaften mit beschränkter Haftung.






	(2)	 	Unless stated otherwise in these Arti-cles of Association the German Lim-ited Liability
Company Act shall apply.










[ * ] = 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.






128









 










Nr. 46 de Urkundenrolle für 2005




Bescheinigung gem. 54 Abs. 1 Satz 2 GmbHG



Hermit bescheinige ich, dass der vorstehende Wortlaut des Gesellschaftsvertrages mit dem Beschluss
der Gesellschafterversammlung vom 15. April 2005, meine UR-Nr. 45/2005, über die Neufassung des
Gesellschaftsvertrages wörtlich übereinstimmt and nach erfolgter Eintragung im Handelsregister die
gültige Fassung des Gesellschaftsvertrages ist.



Frankfurt am Main, den 15. April 2005




	 	 	 	 	 
	 

	 	
	 	gez. Chr. Brodersen


Christian Brodersen

Notar






Gebührenfrei gem. § 47 S. 1 Hlbs. 2 Kost0



gez. Chr. Brodersen




     Notar



[ * ] = 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.




129









 







Die Übereinstimmung vorstehender Abschrift mit der mir vorliegenden




Urschrift beglaubige ich.



Frankfurt am Main, den 15. April 2005



	 	 	 	 	 
	 	 	/s/ Christian Brodersen
	 	 
	 	 	 	 	 
	 	 	Christian
Brodersen
Notar

	 	 












[ * ] = 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.



130









 








ANNEX 1(E)




COMPANY REGISTRATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	1

	 	a)
Rhein Biotech Gesellschaft für neue
biotechnologische Prozesse und
Produkte mbH 


b)
Düsseldorf 


c) Die Entwicklung,
	 	[ * ]
	 	a)
Die Gesellschaft hat einen oder mehrere
Geschäftsführer. Ist ein Geschäftsführer
bestellt, vertritt
er die Gesellschaft allein. Bei mehreren
Geschäftsführern wird die Gesellschaft
durch zwei
Geschäftsführer gemeinsam oder durch
	 	Gesamtprokura gemeinsam mit
einem Geschäftsführer
oder einem anderen Prokuristen:
Dr. Thio, Tjong Yan -genannt Jan-,
Valkenburg/Niederlande
Ubags, Frank, Voerendaal/Niederlande
Dr. Weydemann, Ulrike,
	 	a)
Gesellschaft mit beschränkter Haftung
Gesellschaftsvertrag vom 28. Mai 1985
mehrfach, zuletzt gemäß
Beschluss der Gesellschafterversammlung
vom 8. März 1999 geändert.
	 	a)
17.04.2002
Hucke



b)
Tag der ersten Eintragung: 27.06.1985
Dieses Blatt ist zur
Fortführung auf EDV
umgeschrieben






[ * ] = 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.


131









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	 

	 	Herstellung und der Vertrieb
neuer biotechnologischer Prozesse
und Produkte.
	 	 	 	einen Geschäftsführer in Gemeinschaft mit
einem Prokuristen vertreten.
Die Gesellschafter können bestimmen, daß
einer oder
mehrere oder alle Geschäftsführer die
Gesellschaft
eizeln vertreten können. Die
Gesellschafter können
beschließen, daß einer oder mehrere oder
alle
Geschäftsführer von den Beschränkungen
des § 181
BGB befreit werden.
	 	Köln,
*14.02.1959
	 	 	 	worden und dabei an die Stelle des
bisherigen Registerblattes
getreten. Freigegeben am
17.04.2002.
Gesellschaftsvertrag Blatt
279 ff. Sonderband






[ * ] = 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.


132









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	 

	 	 	 	 	 	b)
Geschäftsführer: Dr. Piontek,
Michael, Essen, *10.03.1960
mit der Befugnis im Namen der
Gesellschaft mit sich im
eigenen Namen oder als Vertreter eines
Dritten Rechtsgeschäfte abzuschließen	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	 	 	 	 	b)
Nicht mehr
Geschäftsführer:
Dr. Piontek, Michael, Essen, *10.03.1960
	 	Prokura erloschen:
Dr. Thio, Tjong Yan -genannt Jan-,
Valkenburg/Niederlande
Prokura erloschen: Ubags, Frank,
	 	 	 	a)
23.04.2002
Linnemann






[ * ] = 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.



133









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	 

	 	 	 	 	 	Bestellt als
Geschäftsführer:
Moonen, Cornelis Peter Elisa,
Gulpen/Niederlande,
*02.02.1965
einzelvertretungsberechtigt; mit der
Befugnis im Namen
der Gesellschaft mit sich im eigenen
Namen oder als
Vertreter eines Dritten Rechtsgeschäfte
abzuschließen.
	 	Voerendaal/Niederlande
Gesamtprokura gemeinsam mit einem
Geschäftsführer
oder einem anderen Prokuristen: Dr.
Janowicz, Zbigniew, Erkrath,
*11.03.1951	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	 	 	 	 	b)

Nicht mehr

Geschäftsführer: Moonen,

Cornelis Peter
	 	Prokura erloschen:
Dr. Janowicz, Zbigniew, Erkrath,
*11.03.1951
	 	 	 	a)
10.10.2002
Linnemann






[ * ] = 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.



134









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	 

	 	 	 	 	 	Elisa, Gulpen/Niederlande,
*02.02.1965

 

Bestellt als
Geschäftsführer: Dr.
Janowicz, Zbigniew, Erkrath,
*11.03.1951
einzelvertretungsberechtigt; mit der
Befugnis im Namen
der Gesellschaft mit sich im eigenen
Namen oder als
Vertreter eines Dritten Rechtsgeschäfte
abzuschließen.
	 	Gesamtprokura gemeinsam mit einem
Geschäftsführer
oder einem anderen Prokuristen: Dr.
Weyhenmeyer, Roland, Bergisch
Gladbach, *13.05.1947	 	 	 	 







[ * ] = 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.


135









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	4

	 	 	 	 	 	b)
Bestellt als
Geschäftsführer:
Ubags, Frank Jean Louis,
Bocholtz/Niederlande,
*15.04.1959
einzelvertretungsberechtigt mit der
Befugnis im Namen
der Gesellschaft mit sich im eigenen
Namen oder als
Vertreter eines Dritten Rechtsgeschäfte
abzuschließen.
	 	 	 	 	 	a)
22.03.2005
Linnemann
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	 	 	 	 	 	 	Prokura erloschen:
Dr. Weydemann, Ulrike, Köln,
*14.02.1959
	 	 	 	23.05.2005
Linnemann






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136









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	 

	 	 	 	 	 	 	 	Prokura erloschen:	 	 	 	 
	 

	 	 	 	 	 	 	 	Dr. Weyhenmeyer, Roland, Bergisch
Gladbach,
*13.05.1947	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	 	 	 	 	a)
1st nur ein Geschäftsführer bestellt, so
vertritt er die Gesellschaft allein.
Sind mehrere Geschäftsführer bestellt, so
wird die Gesellschaft durch zwei
Geschäftsführer oder durch einen
Geschäftsführer gemeinsam mit einem
Prokuristen vetreten.
	 	Gesamptprokura gemeinsam mit einem
Geschäftsführer oder einem anderen
Prokuristen:
Dr. Bartelsen, Oliver, Bergisch
Gladbach, *18.05.1968
Zimmer, Petra, Krefeld,
	 	a)
Die Gesellschafterversammlung vom
15.04.2005 hat die Änderung des
Gesellschaftsvertrages in §§ 5
(Geschäftsführung und Vertretung) und 7
Abs. 1 (Aufsichtsrat) beschlossen. lm
übrigen ist der Gesellschaftsvertrag
	 	a)
04.07.2005
Pollmächer


b)
Beschluss Blatt 53 ff
Sonderband


Gesellschaftsvertrag Blatt 81
ff Sonderband







[ * ] = 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.


137









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	 

	 	 	 	 	 	Der Aufsichtsrat
kann jedoch bestimmen, dass einer oder
mehrere oder alle Geschäftsführer die
Gesellschaft einzein vertreten können.
Der Aufsichtsrat kann den
Geschäftsführer, mehrere oder alle
Geschäftsführer ganz allgemein oder für
den Einzelfall von den Beschränkungen des
§ 181, 1. Alt. und/oder 2. Alt. BGB
befreien.
	 	 $16.05.1957
	 	insgesamt neu gefasst.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	b)

Nach Änderung der	 	 	 	 	 	 







[ * ] = 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.


138









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	 

	 	 	 	 	 	Vertretungsbefugnis

Geschäftsführer:	 	 	 	 	 	 
	 

	 	 	 	 	 	Ubags, Frank Jean Louis,
Bocholtz/Niederlande,
*15.04.1959
mit der Befugnis im Namen der
Gesellschaft mit sich im eigenen Namen
oder ais Vertreter eines Dritten
Rechtsgeschäfte abzuschließen.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Nach Änderung der Vertretungsbefugnis

Geschäftsführer:	 	 	 	 	 	 
	 

	 	 	 	 	 	Dr. Janowicz, Zbigniew, Erkrath,
*11.03.1951	 	 	 	 	 	 







[ * ] = 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.


139









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nummer	 	a) Firma	 	Grund- oder	 	a) Allgemeine	 	Prokura	 	a) Rechtsform, Beginn,	 	a) Tag der
	der	 	b) Sitz, Niederlassung,	 	Stammkapital	 	Vertretungsregelung	 	 	 	Satzung oder	 	Eintragung
	Eintragung	 	Zweigniederlassungen	 	 	 	b) Vorstand, persönlich	 	 	 	Gesellschaftsvertrag	 	b) Bemerkungen
	 	 	c) Gegenstand des	 	 	 	haftender Gesellschafter,	 	 	 	b) Sonstige	 	 
	 	 	Unternehmens	 	 	 	Geschäftsführer,	 	 	 	Rechtsverhältnisse	 	 
	 	 	 	 	 	 	Vertretungsberechtigte	 	 	 	 	 	 
	 	 	 	 	 	 	und besondere	 	 	 	 	 	 
	 	 	 	 	 	 	Vertretungsbefugnis	 	 	 	 	 	 
	1	 	2	 	3	 	4	 	5	 	6	 	7
	 

	 	 	 	 	 	mit der Befugnis im Namen der
Gesellschaft mit sich im eigenen Namen
oder als Vertreter eines Dritten
Rechtsgeschäfte abzuschließen.	 	 	 	 	 	 






[ * ] = 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.



140









 






ANNEX 1(F)




COMPANY DIRECTORS AND AUTHORIZED OFFICERS




Directors (Geschäftsführer) of the Company





	–	 	Mr. Frank Ubags
	 
	–	 	Mr. Zbigniew Janowicz





Authorized officers (Prokuristen) of the Company





	–	 	Ms. Petra Zimmer
	 
	–	 	Mr. Oliver Bartelsen






[ * ] = 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.



141









 








ANNEX 6(A)




REAL PROPERTY OWNED




The Company does not own real property.






[ * ] = 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.


142









 








ANNEX 6(B)




REAL PROPERTY LEASED




The Company’s sole leased property is located at Eichfelder Strasse in Dusseldorf, Germany.




[ * ] = 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.



143









 







ANNEX 9(B)




REGISTERED IP RIGHTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registered IP Rights	 	 
	 	 	RB-	 	KNH	 	Titel	 	Foreign
	#	 	File #.	 	File #.	 	Key Word	 	Filing
	 

	 	 1
	 	RB82336
	 	Eine Zusammensetzung zur

Therapie und/oder zur

Prophylaxe von

HBV-Infektionen und

HBV-vermittelten

Erkrankungen
	 	EP/A
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 05020208.4	 	 
	 

	 	 2
	 	RB82932
	 	UVC-bestrahltes HCMV

Dense Body Material
	 	DE
	 

	 	 	 	 	 	— Remark: not
registered since an
application was not
filed by March 14, 2006	 	 
	 

	 	 3
	 	RB82933
	 	Zusammensetzung zur

Prophylaxe/Therapie von

HBV-Infektionen und

HBV-vermittelten

Erkrankungen
	 	DE/A
	 

	 	 	 	 	 	DE 103 39 927 A1
	 	PCT
	 

	 	 	 	 	 	WO 2005/023297 A1
	 	AU/A
	 

	 	 	 	 	 	EP 04764564.3-2403
	 	BR/A
	 

	 	 	 	 	 	 	 	CA/A
	 

	 	 	 	 	 	 	 	CN/A
	 

	 	 	 	 	 	 	 	EP/A
	 

	 	 	 	 	 	 	 	IN/A
	 

	 	 	 	 	 	 	 	JP/A
	 

	 	 	 	 	 	 	 	KR/A
	 

	 	 	 	 	 	 	 	US/A
	 

	 	 4
	 	RB82934
	 	Promotoren mit

veränderter

Transkriptionseffizienz
	 	DE/A
	 

	 	 	 	 	 	DE 102 20 894 A1
	 	PCT
	 

	 	 	 	 	 	WO 03/095653 A1 Anm
	 	CA/A
	 

	 	 	 	 	 	WO 03/095653 A1 geaend.
Ans
	 	EP/A
	 

	 	 	 	 	 	EP 03729992.2
	 	KR/A
	 

	 	 	 	 	 	 	 	RU/A
	 

	 	 	 	 	 	US 10/513,836
	 	US/A





[ * ] = 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.






144









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registered IP Rights	 	 
	 	 	RB-	 	KNH	 	Titel	 	Foreign
	#	 	File #.	 	File #.	 	Key Word	 	Filing
	 

	 	 5
	 	RB82949
	 	Verfahren zum Herstellen

von heterologen

Proteinen in einem

homothallischen Pilz der

Familie Sordariaceae
	 	DE/A
	 

	 	 	 	 	 	DE 101 23 857 A1
	 	PCT
	 

	 	 	 	 	 	WO 02/053758 A2
	 	CA/A
	 

	 	 	 	 	 	WO 02/053758 A3
	 	EP/A
	 

	 	 	 	 	 	US 2004/0077047 A1
	 	KR/A
	 

	 	 	 	 	 	EP 1 346 057 A2
	 	US/A
	 

	 	 	 	 	 	EP 1 346 057 A3	 	 
	 

	 	 6
	 	RB82950
	 	Hitzeinduzierbarer

Promotor
	 	CH/P
	 

	 	 	 	 	 	 	 	PCT
	 

	 	 	 	 	 	 	 	BR/A
	 

	 	 	 	 	 	 	 	CA/A
	 

	 	 	 	 	 	WO 00/47749 A1
	 	EP/A
	 

	 	 	 	 	 	EP 1 151 112 A1
	 	IL/A
	 

	 	 	 	 	 	US 6,852,511 B2
	 	IN/A
	 

	 	 	 	 	 	 	 	JP/A
	 

	 	 	 	 	 	 	 	KR/A
	 

	 	 	 	 	 	 	 	RU/P
	 

	 	 	 	 	 	 	 	TR/A
	 

	 	 	 	 	 	 	 	US/P
	 

	 	 7
	 	RB82952
	 	DNA-Moleküle, die für

FMDH-Kontrollabschnitte

und Strukturgene für ein

Protein mit

FMDH-Aktivität kodieren,

sowie deren Anwendung
	 	BR/P
	 

	 	 	 	 	 	 	 	CA/P
	 

	 	 	 	 	 	EP 0 299 108 B1
	 	CL/A
	 

	 	 	 	 	 	US 5,389,525 A
	 	DK/P
	 

	 	 	 	 	 	 	 	EP/P
	 

	 	 	 	 	 	 	 	AT/P
	 

	 	 	 	 	 	 	 	BE/P
	 

	 	 	 	 	 	 	 	CH/P
	 

	 	 	 	 	 	 	 	DE/P
	 

	 	 	 	 	 	 	 	ES/P
	 

	 	 	 	 	 	 	 	FR/P
	 

	 	 	 	 	 	 	 	GB/P
	 

	 	 	 	 	 	 	 	GR/P
	 

	 	 	 	 	 	 	 	IT/P
	 

	 	 	 	 	 	 	 	LU/P
	 

	 	 	 	 	 	 	 	NL/P




[ * ] = 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.







145









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registered IP Rights	 	 
	 	 	RB-	 	KNH	 	Titel	 	Foreign
	#	 	File #.	 	File #.	 	Key Word	 	Filing
	 

	 	 	 	 	 	 	 	SE/P
	 

	 	 	 	 	 	 	 	JP/P
	 

	 	 	 	 	 	 	 	US/P Con.
	 

	 	 8
	 	RP82953
	 	Nukleinsäuremolekül,

umfassend eine für ein

Polypeptid mit

Chorismatmutase-Aktivität

kodierende Nukleinsäure
	 	DE/A
	 

	 	 	 	 	 	 	 	PCT
	 

	 	 	 	 	 	 	 	BR/A
	 

	 	 	 	 	 	DE 199 19 124 A1
	 	CA/A
	 

	 	 	 	 	 	WO 00/65071 A1
	 	EP/A
	 

	 	 	 	 	 	EP 1 173 588
	 	IL/A
	 

	 	 	 	 	 	US 2002/0197704 A1
	 	JP/P
	 

	 	 	 	 	 	 	 	KR/P
	 

	 	 	 	 	 	 	 	US/A
	 

	 	 9
	 	RB82964
	 	Vektoren und Verfahren

zur Herstellung

rekombinanter Proteine

in Pilzen
	 	PCT
	 

	 	 	 	 	 	 	 	EP/P
	 

	 	 	 	 	 	WO 01/38510 A2
	 	AT/P
	 

	 	 	 	 	 	WO 01/38510 A3
	 	BE/P
	 

	 	 	 	 	 	EP 1 242 603 B1
	 	CH/P
	 

	 	 	 	 	 	 	 	CY/P

DE/P

DK/P

ES/P

FI/P

FR/P

GB/P

GR/P

IE/P

IT/P

LU/P

MC/P

NL/P

PT/P

SE/P

KR/P
	 

	 	 10
	 	RB82966
	 	Verfahren zum Gewinnen

von rekombinatem HBsAg
	 	DE/A
	 

	 	 	 	 	 	DE 199 18 619 A1
	 	PCT




[ * ] = 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.







146









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registered IP Rights	 	 
	 	 	RB-	 	KNH	 	Titel	 	Foreign
	#	 	File #.	 	File #.	 	Key Word	 	Filing
	 

	 	 	 	 	 	WO 00/65065 A1
	 	CN/P
	 

	 	 	 	 	 	US 6,428,984 B1
	 	EP/A
	 

	 	 	 	 	 	EP 1 088 076 A1
	 	IN/A
	 

	 	 	 	 	 	 	 	KR/P
	 

	 	 	 	 	 	 	 	US/P
	 

	 	 11
	 	RB82969
	 	Verfahren zum Herstellen

eines rekombinanten

Proteins
	 	DE/A
	 

	 	 	 	 	 	DE 199 20 712 A1
	 	PCT
	 

	 	 	 	 	 	 	 	EP/A
	 

	 	 	 	 	 	WO 00/68400 A1
	 	IN/A
	 

	 	 	 	 	 	US 2003/0040047 A1
	 	KR/P
	 

	 	 	 	 	 	EP 1 177 305 A1
	 	US/A
	 

	 	 12
	 	RB82970
	 	Verfahren zum Herstellen

von Proteinen in einer

Hefe der Gattung Arxula

und dafür geeignete

Promotoren
	 	DE/A
	 

	 	 	 	 	 	WO 01/85925 A2
	 	PCT
	 

	 	 	 	 	 	WO 01/85925 A3
	 	EP/A
	 

	 	 	 	 	 	EP 01280893 A2	 	 
	 

	 	 	 	 	 	US 2003/0186376 A1
	 	US/A
	 

	 	 13
	 	RB83059
	 	Verfahren zum

automatischen

Durchführen von

Bluttests
	 	DE/P
	 

	 	 	 	 	 	DE 196 20 443 C2
	 	PCT
	 

	 	 	 	 	 	WO 97/44661 A1
	 	EP/P
	 

	 	 	 	 	 	EP 0 912 891 B1
	 	AT/P
	 

	 	 	 	 	 	US 6,521,460 B1
	 	BE/P
	 

	 	 	 	 	 	 	 	CH/P
	 

	 	 	 	 	 	 	 	DE/P
	 

	 	 	 	 	 	 	 	DK/P
	 

	 	 	 	 	 	 	 	ES/P
	 

	 	 	 	 	 	 	 	FI/P
	 

	 	 	 	 	 	 	 	FR/P
	 

	 	 	 	 	 	 	 	GB/P
	 

	 	 	 	 	 	 	 	GR/P
	 

	 	 	 	 	 	 	 	IE/P
	 

	 	 	 	 	 	 	 	IT/P
	 

	 	 	 	 	 	 	 	LU/P
	 

	 	 	 	 	 	 	 	MC/P
	 

	 	 	 	 	 	 	 	NL/P
	 

	 	 	 	 	 	 	 	PT/P
	 

	 	 	 	 	 	 	 	SE/P


[ * ] = 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.








147









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registered IP Rights	 	 
	 	 	RB-	 	KNH	 	Titel	 	Foreign
	#	 	File #.	 	File #.	 	Key Word	 	Filing
	 

	 	 	 	 	 	 	 	US/P
	 

	 	 14
	 	RB83061
	 	Hefezellen der Gattung

Schwanniomyces
	 	EP/P
	 

	 	 	 	 	 	EP 0 394 538 B1	 	 
	 

	 	 15
	 	RB83062
	 	Verfahren zum Herstellen

eines heterologen

Proteins unter

Verwendung von

Wirtszellen einer

Hefeart
	 	EP/A
	 

	 	 	 	 	 	 04027280.9
	 	PCT
	 

	 	 16
	 	RB83064
	 	Verfahren zur

rekombinaten Herstellung

von Proteinen in Hefe
	 	DE/A
	 

	 	 	 	 	 	DE 43 29 969 A1
	 	PCT
	 

	 	 	 	 	 	WO 95/07356 A1
	 	CA/A
	 

	 	 	 	 	 	EP 0 716 705 B1
	 	EP/P
	 

	 	 	 	 	 	US 5,741,674
	 	AT/P
	 

	 	 	 	 	 	 	 	BE/P
	 

	 	 	 	 	 	 	 	DE/P
	 

	 	 	 	 	 	 	 	DK/P
	 

	 	 	 	 	 	 	 	ES/P
	 

	 	 	 	 	 	 	 	GR/P
	 

	 	 	 	 	 	 	 	IE/P
	 

	 	 	 	 	 	 	 	PT/P
	 

	 	 	 	 	 	 	 	US/P
	 

	 	 17
	 	RB83065
	 	Verfahren zur

rekombinaten Herstellugn

von Proteinen in Hefe
	 	DE/A
	 

	 	 	 	 	 	DE 43 36 810 A1
	 	PCT
	 

	 	 	 	 	 	WO 95/11976 A1
	 	CA/A
	 

	 	 	 	 	 	EP 0 725 822 B1
	 	EP/P
	 

	 	 	 	 	 	US 5,672,487
	 	AT/P
	 

	 	 	 	 	 	 	 	BE/P
	 

	 	 	 	 	 	 	 	DE/P
	 

	 	 	 	 	 	 	 	DK/P
	 

	 	 	 	 	 	 	 	ES/P
	 

	 	 	 	 	 	 	 	IE/P
	 

	 	 	 	 	 	 	 	PT/P
	 

	 	 	 	 	 	 	 	JP/A
	 

	 	 	 	 	 	 	 	US/P
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Trade Marks as being a
part of “Registered IP
Rights”	 	 




[ * ] = 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.







148









 








	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 1
	 	RB83040
	 	 Combined Mark Rhein
Biotech	 	 	 	 
	 

	 	 	 	 	 	 399 11 709
	 	DE/R	 	 
	 

	 	 	 	 	 	 1240803
	 	EU/R	 	 
	 

	 	 	 	 	 	 719 132
	 	IR/R	 	 
	 

	 	 2
	 	RB83041
	 	Picture Mark	 	 	 	 
	 

	 	 	 	 	 	 399 42 610
	 	DE/R	 	 
	 

	 	 	 	 	 	 1417567
	 	EU/R	 	 
	 

	 	 	 	 	 	 728 351
	 	IR/R	 	 
	 

	 	 3
	 	RB83042
	 	 Combined Mark
GreenCross Vaccine	 	 	 	 
	 

	 	 	 	 	 	 683441
	 	BX/R	 	 
	 

	 	 	 	 	 	 Applicant is Rhein
Biotech N.V.	 	 	 	 
	 

	 	 4
	 	RB83106
	 	 Combined Mark Rhein
Biotech The Ultimate
Protein Machine	 	 	 	 
	 

	 	 	 	 	 	 399 11 708
	 	DE/R	 	 
	 

	 	 	 	 	 	 Licensed Rights
	 	 	 	Licensor
	 

	 	 1
	 	RB83033
	 	WO 96/11711
	 	 	 	CSL Limtited
	 

	 	 	 	 	 	EP 785 802	 	 	 	 
	 

	 	 	 	 	 	DE 695 24 624	 	 	 	 
	 

	 	 	 	 	 	US 6 352 697	 	 	 	 
	 

	 	 	 	 	 	EP 109 942	 	 	 	 
	 

	 	 	 	 	 	DE 33 82 190	 	 	 	 
	 

	 	 	 	 	 	US 4 744 983	 	 	 	 
	 

	 	 	 	 	 	US 4 578 269	 	 	 	 
	 

	 	 	 	 	 	EP 180 564	 	 	 	 
	 

	 	 	 	 	 	DE 35 83 485	 	 	 	 
	 

	 	 	 	 	 	US 790482 (Abandoned)	 	 	 	 
	 

	 	 	 	 	 	WO 87/02250	 	 	 	 
	 

	 	 	 	 	 	EP 242 380	 	 	 	 
	 

	 	 	 	 	 	EP 85850326 (Expired)	 	 	 	 
	 

	 	 	 	 	 	DE 36 78 567	 	 	 	 
	 

	 	 	 	 	 	US 5 254 339	 	 	 	 
	 

	 	 	 	 	 	WO 90/03184	 	 	 	 
	 

	 	 	 	 	 	EP 436620	 	 	 	 
	 

	 	 	 	 	 	DE 68917474	 	 	 	 
	 

	 	 	 	 	 	US 5 679 354	 	 	 	 
	 

	 	 	 	 	 	US 07/251576 (Abandoned)	 	 	 	 




[ * ] = 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.







149









 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	WO 98/36772	 	 	 	 
	 

	 	 	 	 	 	EP 986399	 	 	 	 
	 

	 	 	 	 	 	US 6 428 807	 	 	 	 
	 

	 	 	 	 	 	WO 00/48630	 	 	 	 
	 

	 	 	 	 	 	EP 904734.1	 	 	 	 
	 

	 	 	 	 	 	US 09/506011	 	 	 	 
	 

	 	 	 	 	 	EP 231039	 	 	 	 
	 

	 	 	 	 	 	DE 37 75 783	 	 	 	 
	 

	 	 	 	 	 	US 4 900 549	 	 	 	 
	 

	 	 	 	 	 	WO 92/06710	 	 	 	 
	 

	 	 	 	 	 	EP 0 555 276	 	 	 	 
	 

	 	 	 	 	 	DE 69112634	 	 	 	 
	 

	 	 	 	 	 	US 5 620 690	 	 	 	 
	 

	 	 2
	 	RB83050
	 	DE 35 83 194.4
(Abandoned)
	 	 	 	Unilever N.V.
	 

	 	 	 	 	 	EP 0 173 378 B1

(Abandoned)	 	 	 	 
	 

	 	 	 	 	 	EP 0 423 890 A2

withdrawn)	 	 	 	 
	 

	 	 	 	 	 	US 5,240,838	 	 	 	 
	 

	 	 	 	 	 	US 5,741,672	 	 	 	 
	 
	 

	 	 	 	 	 	EP 0 257 115 A1
	 	 	 	Heineken Technisch
Beheer N.V.
	 

	 	 3
	 	RB83066
	 	US 09/241,595
	 	 	 	Yissum Research
Development Company
of the Hebrew
University of
Jersualem
	 

	 	 	 	 	 	EP 1 053 018B1	 	 	 	 
	 

	 	 	 	 	 	WO 99/39736	 	 	 	 
	 

	 	 	 	 	 	DE 699 26 342.5	 	 	 	 




[ * ] = 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.







150









 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 4
	 	RB82970
	 	DE 100 22 334 A1
	 	 	 	Institut für

Kulturpflanzenforschung




[ * ] = 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.







151









 






ANNEX 11(B)




					
	 	 	 	 	 
	 
	 	PERMITS
	 	






Quality, Environment, Health and Safety: Authorities List




	 	 	 	 	 	 	 	 	 
	Field	 	Name	 	Address	 	Description / Competency	 	[ * ]
	 
	Environmental protection

	 	Landesumweltamt NRW

Federal Environmental Agency
	 	Wallneyer Str. 6

45023 Essen
	 	Establishment licence
granting authority
Monitoring of
activities with genetic
modifies organisms
(Gentechnikgesetz)
	 	[ * ]
	 
	 	 	 	 	 	 	 	 
	Environmental protection

	 	Staatliches Umweltamt

Governmental Environmental

Agency
	 	Schanzenstraße 90

40595 Duesseldorf
	 	Establishment licence
granting authority
Monitoring of
activities with genetic
modifies organisms
(Gentechnikgesetz)
	 	[ * ]
	 
	 	 	 	 	 	 	 	 
	Safety

	 	Stadtverwaltung Duesseldorf

City council Duessseldorf
	 	Kölner Str. 180

40200 Düsseldorf
	 	License for activities

with infectious

materials (§ 44

Infektionsschutzgesetz)
	 	[ * ]
	 
	 	 	 	 	 	 	 	 
	Safety

	 	Staatliches Amt für Arbeitschutz

Governmental labor protection

agency
	 	Alter Markt 9-13

42275 Wuppertal
	 	Agency for health and
safety at the workplace
	 	[ * ]
	 
	 	 	 	 	 	 	 	 
	Safety

	 	Berufsgenossenschaft

Industrial injuries corporation
	 	Stolberger Straße 86

50933 Köln
	 	Agency for health and
safety at the workplace
	 	[ * ]




[ * ] = 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.







152









 






	 	 	 	 	 	 	 	 	 
	Field	 	Name	 	Address	 	Description / Competency	 	[ * ]
	 
	Quality

Good Laboratory Practice — GLP

	 	Ministerium für Umwelt und
Naturschutz, Landwirtschft und
Verbraucherschutz des Landes
Nord Rhein Westfalen
Minestry of environment and
nature protection, agriculture
and consumer protection of
North Rhein Westfalia
	 	Schwannstrasse 3

40476 Duesseldorf
	 	Assessment of
confirmity with GLP
according to
Chemikaliengestz and
Directive 88/320/EEC
	 	[ * ]
	 
	 	 	 	 	 	 	 	 
	Quality

Good Laboratory Practice — GLP

	 	Landesinstitut für den
offentlichen Gesundheitsdienst
NRW

Institute of puplic health
	 	Von-Stauffenberg-Str. 36
48151 Münster
	 	Assessment of
confirmity with GLP
according to
Chemikaliengestz and
Directive 88/320/EEC
	 	[ * ]
	 
	 	 	 	 	 	 	 	 
	Quality

Good Manufacturing Practices

- GMP

	 	Bezirkregierung Duesseldorf
Öffentliche Gesundheit,
medizinische und
pharmazeitische Angelegenheiten
District Government of
Duesseldorf, puplic health
medical and pharmaceutical
affairs
	 	Fischerstr. 10

40477 Duesseldorf
	 	Assessment of
confirmity with GMP
according to EU- and
PIC/s Guidelines
	 	[ * ]
	 
	 	 	 	 	 	 	 	 
	Quality

Good Manufacturing Practices

- GMP

	 	Paul-Ehrlich-Institut
	 	Paul-Ehrlich-Strasse 51-59

63225 Langen
	 	Assessment of
confirmity with GMP
according to EU- and
PIC/s Guidelines
 Registation of medical
products for human use
	 	[ * ]





[ * ] = 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.







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ANNEX 1.1(A)(I)(1)A2A




INSURANCE POLICIES




	 	 	 	 	 	 	 
	Category	 	Insurance Policy Number	 	Insurer	 	Expiration
	 
	Local Coverage
	 	 	 	 	 	 
	Fire Consequential Loss

	 	[ * ]
	 	Gothaer
	 	1/ Jan/ 2007
	Fire

	 	[ * ]
	 	Gothaer
	 	1/ Jan/ 2007
	Glass

	 	[ * ]
	 	Helvetia
	 	20/ Aug/ 2006
	Travel Insurance (Group Insurance)

	 	[ * ]
	 	DKV
	 	1/ Jan/ 2007
	Travellers’ Baggage Insurance (Group Insurance)

	 	[ * ]
	 	Helvetia
	 	26/ May/ 2006
	Accident Insurance (Group Insurance)

	 	[ * ]
	 	Basler / Securitas
	 	1/ Jan/ 2007
	 
	 	 	 	 	 	 
	Coverage by Berna

[ * ]
	 	 	 	 	 	 






[ * ] = 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.







154









 







ANNEX 13A




EMPLOYEES




[ * ]



[ * ] = 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.





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SCHEDULE 7.2




DISCLOSURE LETTER




RHEIN BIOTECH N.V.




March 27, 2006




Dynavax Technologies Corporation

2929 Seventh Street, Suite 100

Berkeley, CA 94710

USA




Re: sale of Rhein Biotech GmbH (“Company”)




Dear Sirs:




A. General





	 	1.	 	This is the Disclosure Letter which Rhein Biotech N.V. (“RBNV”) hereby issues to you
(“Dynavax”) in accordance with Article 7.2 of the Share Sale and Purchase Agreement of even
date (“SPA”).
	 
	 	2.	 	Any words, expressions and abbreviations used in this Disclosure Letter will have the
same meaning as defined in the SPA, unless otherwise mentioned herein.
	 
	 	3.	 	Dynavax shall not be entitled to make any Claim and RBNV shall not assume any liability
on the basis of any facts and/or documents, which (A) subject to the limitations set forth
in A.4(vi) and A.4(vii) below, have been, disclosed to you in this Disclosure Letter and
the annexes hereto, and (B) which may cause an Infringement or a Default as referred to in
the SPA.
	 
	 	4.	 	In the context of this Disclosure Letter, the following shall apply:






	 	(i)	 	the contents of the Disclosure Letter apply to all Warranties. References to
particular Warranties (sections) are inserted for convenience only and shall not affect
the generality of the Disclosure and may also constitute exceptions to other
Warranties;
	 
	 	(ii)	 	subject to the limitations set forth in A.4(vi) and A.4(vii) below, any
documents and/or facts, in full or in part, referred to in the Disclosure Letter,
irrespective whether or not in summarized form, shall be deemed disclosed, to the to
the extent such documents and facts reasonably appear to be applicable to the
Warranties;
	 
	 	(iii)	 	the Disclosure Letter may also contain matters that RBNV deems relevant, but
that do not relate to matters covered by any Warranties; nothing contained herein shall
serve as a representation or warranty in addition to the Warranties;




[ * ] = 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.




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	 	(iv)	 	in so far as the content of the Disclosure Letter contradicts the Warranties of
the SPA, or the information provided in the Schedules or Annexes, such specific
contradictory contents of the Disclosure Letter shall prevail over the Warranties of
the SPA, or the information provided in the Schedules or Annexes, as applicable;
	 
	 	(v)	 	for the avoidance of doubt, it is hereby confirmed that anything contained in
the SPA, the commercial agreement, as well as any annexes, schedules and other
documents referred therein may contain exceptions to the Warranties;
	 
	 	(vi)	 	as a matter of record, we attach hereto a set of materials as Annex A which
contains correspondence and overviews of the documents and other materials that were
made available to you during your due diligence investigation, which shall not be
deemed to be constitute a disclosure as meant in Article 7.2 of the SPA and in no way
shall limit the Warranties, except as set forth in sub-section (vii) below;
	 
	 	(vii)	 	of the materials referred to in Annex A, only (A) the e-mail
correspondence (including attachments) from the Company to you contained in Annex A,
and (B) the documents mentioned in the 2-page Annex titled “Core references, contracts
and documents regarding due diligence of Rhein Biotech GmbH” (which refers to 2 binders
that contain 12 sections, which binders were sent to you and which includes the
specific lists of IP Rights described in Section 3 of such 2-page Annex), shall be
deemed disclosed to the extent of the disclosures made therein, such that the contents
thereof may constitute exceptions to the Warranties, which Purchaser shall be deemed to
have accepted.





B. Specific Disclosures





	Section 1(c) 	 	The Company is incurring losses, as also stated in the net working capital
calculations, and will require additional funding to continue its business. Without any
further funding, the Company would run out of cash by approximately June 2006, and would
require to file for insolvency by approximately May 2006 (reference is made to the
correspondence between RBNV and the Company with regard thereto).
	 
	 	 	           In connection with the financial condition of the Company we also note
that the Company did not repay to RBNV the Seller Debts when they were due
late 2005 (as agreed, these loans will be repaid by you in the Transaction
pursuant to the SPA).
	 
	Section 2(d)) 	 	For the avoidance of doubt, we make reference to the Participation Plan referred to in Article 8 of the March 1, 2005
Agreement between RBNV, the Company and Berna Biotech AG.
	 
	Section 5 	 	Key business progress since end of 2005 includes new agreements with Commonwealth Serum Labs (new adjuvant for Theravax),
Laboratoria Pablo Cassara (distribution of Supervax in South America) and submission of order and rolling forecast for RC529 with
Corixa.
Furthermore, the Company was engaged during late 2005 and beginning of 2006 in conversations
with other parties to explore investment, M&A or merger opportunities, which conversations have all been
terminated.




[ * ] = 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.




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	Section 7c	 	Wockhardt (India) does not provide information pursuant to the license agreement between the Company and Wockhardt.
Currently, it can therefore not be assessed whether royalty payments are due. It is unlikely that such payment obligations can be
assessed in the future, and, potentially, that payments can subsequently be collected (For Wockhardt, there are no payments included
in the Company’s accounts receivable today, and no revenues projected in the business plan).
	 
	 	 	The payment to Company for work to be performed by Company under the subcontract for Vakzine
Project Management (VPM) may be delayed by approximately four months due to delays in project progress
(mostly caused by external factors).
	 
	 	 	Netherlands Vaccins Institute (NVI) and Novovacs are in ongoing discussions on further
detailing the existing research agreement for their existing CMV collaboration (e.g., actual research
program, access to foreground rights), which may lead to changes to the existing research agreement;
provided, however that any such changes will be subject to the provisions of Section 6.1 in the SPA.
	 
	 	 	A conflict may arise between Company and NVI following the start of the CMV project for VPM,
based on NVI concerns over separation (‘Chinese walls’) between the VPM-Rhein GmbH CMV subcontract and the
NVI-Novovacs CMV collaboration.
	 
	 	 	Mubio Products BV (the Company’s joint venture partner in Novovacs) is a small biotechnology
company with limited financial means and may not be able to provide future funding in Novovacs, if parties
would decide such funding would be required or useful for Novovacs, thus potentially leading to all such
funding to be provided by the Company and majority control for the Company; provided, however, that the
Company is under no obligation to provide any such funding.
	 
	Section 13 	 	Company has multiple scientific advisors for its programs that operate under consultant and/or advisory agreements, which
in the aggregate are not material payment obligations of the Company. The Company has retained the services of Ms. Petra Zimmer (CFO
of the Company) by means of a Consultant agreement.
	 
	Section 14 	 	The insurances that are part of the Berna group umbrella policy will terminate as per the Closing.




Finally, we wish to note the following:





	•	 	The performance for 2006 and subsequent business years may deviate from the business plan as a result of
the acquisition by you.





[ * ] = 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.




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	•	 	The manufacturing facilities and processes in Düsseldorf may demand additional investment in equipment,
systems and staff to reach US FDA and EMEA regulatory standards.
	 
	•	 	Increase of manufacturing capacity may require expansion of headcount.
	 
	•	 	IT investments may be required for multiple product manufacturing (e.g., traceability, material flow
recording).
	 
	•	 	There are IT system interdependencies between Company, RBNV and Berna Biotech AG, with respect to the
website of RBNV and filing of copies of Company contracts; provided that such interdependencies will be
eliminated at no cost to Company or Purchaser and as soon as practicable after the Closing Date, but in no
event, later than thirty (30) days thereafter.
	 
	•	 	The Company has not been tested for compliance with the US Sarbanes Oxley Act.





	 	 	 	 	 	 	 	 	 
	Yours faithfully,	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	for and on behalf of Rhein Biotech N.V.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	C.P.E. Moonen
	 	 	 	By:
	 	P.G.J. Heijmans
	Title:

	 	managing director
	 	 	 	Title:
	 	managing director





[ * ] = 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.





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ANNEX A




[ * ]




[ * ] = 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.




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SCHEDULE 7.3




SELLER’S WARRANTIES



The Seller represents and warrants to the Purchaser that:





	1.	 	It is a corporation that is duly organized and validly existing under the laws of the
jurisdiction in which it was incorporated, with the requisite power and authority to enter
into and perform its obligations under this Agreement, and – except for the board and
shareholders approvals as mentioned in the Agreement — has taken all necessary corporate
action to authorize the execution and performance thereof;
	 
	2.	 	The Agreement and all other agreements and obligations undertaken in connection with the
transactions contemplated hereby constitute or will constitute, following the execution and
delivery thereof, the valid and legally binding obligations of such Party, enforceable against
it in accordance with the respective terms, subject to enforcement of remedies to applicable
bankruptcy, insolvency, reorganization and other laws affecting generally the enforcement of
the rights of creditors and subject to the discretionary authority of a court of competent
jurisdiction with respect to the granting of a decree ordering specific performance or other
equitable remedies.
	 
	3.	 	The execution, delivery and performance by it of this Agreement, and the agreements
contemplated herein shall not:






	 	(i)	 	violate the provisions of the law applicable to it and its articles of
association (or comparable charter documents, each as amended from time to time), or
any resolution of its supervisory board or management board; or
	 
	 	(ii)	 	conflict with or result in the breach or termination of any material term or
provision of, or constitute a default under, or cause any acceleration under, any
material license (including operating licenses), permits or material agreement to
which it is bound.






	4.	 	It is not precluded by the terms of any contract, agreement or other instrument from (i)
entering into this Agreement, or (ii) entering into any agreement or transaction contemplated
in this Agreement, or (iii) from the consummation of any of the foregoing.
	 
	5.	 	No material consents, approvals, orders or authorizations of, or registrations, or
declarations of filing with, any person are required in connection with the execution and
delivery and consummation of this Agreement, or the agreements contemplated herein, other than
the ones obtained or contemplated to be obtained by this Agreement.





[ * ] = 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.




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SCHEDULE 7.4




PURCHASER’S WARRANTIES



The Purchaser represents and warrants to the Seller that:





	1.	 	It is a corporation that is duly organized and validly existing under the laws of the
jurisdiction in which it was incorporated, with the requisite power and authority to enter
into and perform its obligations under this Agreement, and – except for the board approval as
mentioned in the Agreement — has taken all necessary corporate action to authorize the
execution and performance thereof;
	 
	2.	 	The Agreement and all other agreements and obligations undertaken in connection with the
transactions contemplated hereby constitute or will constitute, following the execution and
delivery thereof, the valid and legally binding obligations of such Party, enforceable against
it in accordance with the respective terms, subject to enforcement of remedies to applicable
bankruptcy, insolvency, reorganization and other laws affecting generally the enforcement of
the rights of creditors and subject to the discretionary authority of a court of competent
jurisdiction with respect to the granting of a decree ordering specific performance or other
equitable remedies.
	 
	3.	 	The execution, delivery and performance by it of this Agreement, and the agreements
contemplated herein shall not:






	 	(i)	 	violate the provisions of the law applicable to it and its articles of
association (or comparable charter documents, each as amended from time to time), or
any resolution of its supervisory board or management board; or
	 
	 	(ii)	 	conflict with or result in the breach or termination of any material term or
provision of, or constitute a default under, or cause any acceleration under, any
material license (including operating licenses), permits or material agreement to
which it is bound.






	4.	 	It is not precluded by the terms of any contract, agreement or other instrument from (i)
entering into this Agreement, or (ii) entering into any agreement or transaction contemplated
in this Agreement, or (iii) from the consummation of any of the foregoing.
	 
	5.	 	No material consents, approvals, orders or authorizations of, or registrations, or
declarations of filing with, any person are required in connection with the execution and
delivery and consummation of this Agreement, or the agreements contemplated herein, other than
the ones obtained or contemplated to be obtained by this Agreement.





[ * ] = 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.




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SCHEDULE 7.5




SELLER ADDITIONAL AGREEMENT



All words and expressions not defined herein, shall have the meanings ascribed to them in the Share
Sale and Purchase Agreement between Dynavax Technologies Corporation and Rhein Biotech N.V.



Seller hereby represents and warrants that Seller has validly assigned to the Company all of
Seller’s rights and obligations under the License and Supply Agreement between the Seller and
Corixa Corporation (“Corixa”), dated February 28, 2002 (such agreement the “Corixa Agreement”, and
the assignment thereof the “Assignment”), and the Corixa Agreement is in full force and effect,
entitling the Company to exclusively enforce any and all rights thereunder and to perform any all
obligations thereunder as if the Corixa Agreement was originally made between the Company and
Corixa, and pursuant to which the Seller has no rights or obligations under the Corixa Agreement
(these representations and warranties, the “Corixa Warranty”). “Corixa” hereinbelow shall also
include any successor to the Corixa rights in the Corixa Agreement.



If during the first [ * ] following the Closing Date, Corixa ceases to supply to Company despite
compliance by the Company of its obligations under the Corixa Agreement and Corixa contests in
writing the validity of the Assignment and does not deem, honor or treat the Corixa Agreement as
having been assigned from Seller to the Company (the “Assignment Conflict”), Seller shall use
reasonably commercial efforts to cooperate with Purchaser and the Company, and Purchaser shall use
reasonably commercial efforts to cooperate with Seller and shall use reasonably commercial efforts
to cause the Company to cooperate with Seller, in order to establish in a manner binding upon
Corixa that the Assignment was validly made (for the purpose of which Seller in its sole discretion
shall have the right to immediately upon the written contention of the assignment by Corixa pursue
the dispute resolution mechanism as defined in Section 17 of the Corixa Agreement (which specifies
arbitration under the Rules of Arbitration of the American Arbitration Association to be held in
Seattle, Washington)); or, otherwise to reach a solution with Corixa in order to enable the Company
to have any and all rights as it would have under the Corixa Agreement or otherwise obtain the
supply of the Licensed Adjuvant (as defined under the Corixa Agreement) under the Corixa Agreement
in the manner and on the commercial terms, which in the aggregate are not less favourable, than the
rights to obtain the supply of such adjuvant as currently exist under the Corixa Agreement, such as
through a sublicense by Seller and supply through Seller (the “Corixa Solution”). Parties undertake
to use reasonably commercial efforts in order to reach the Corixa Solution as soon as practicably
possible from the date the Company has informed the Seller of the contention by Corixa of the
Assignment. Purchaser and Company shall not unreasonably reject or withhold approval for a Corixa
Solution proposed by Corixa and/or Seller. Both Parties shall designate a competent person within
their organization to dedicate all reasonable time as may be required to reach the Corixa Solution
and to provide the other Party with full and complete information and prompt updates. Without
prejudice to the generality of the foregoing, Seller,



[ * ] = 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.




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Purchaser and the Company (and their
designated persons) shall be required to respond as soon as
practicably possible, but in any event within 10 days, from any reasonable requests from the other
Party in relation to any matters related to the Corixa Solution.



Seller shall be liable for breach of the Corixa Warranty, provided that the Assignment Conflict has
occurred and the Corixa Solution cannot be reached within six (6) months of the date the Company
has informed the Seller of the written contention by Corixa of the Assignment, and further provided
that (1) the Company has complied substantially in all respects with its obligations under the
Corixa Agreement, (2) and neither Company nor Purchaser have performed any action that can
reasonably be deemed to have caused the Assignment Conflict, and (3) Purchaser and Company (with
the cooperation of Seller as set forth above) have exercised reasonably commercial efforts to reach
the Corixa Solution and have not unreasonably rejected or withheld approval for a reasonable
proposal by Seller and/or Corixa for the Corixa Solution.



If Seller shall be liable for breach of the Corixa Warranty as described in the paragraphs above,
Seller shall pay Purchaser [ * ] ; provided that the Company is continuing, in good faith,
development and commercialisation activities with respect to the Supervax Program Products until
six (6) months after the Assignment Conflict occurs (except if such continuation is not possible
due to the Assignment Conflict); and provided, however, that if the Company has terminated for all
intents and purposes (with no intention of recommencing) the development and commercialization
activities with respect the Supervax Program Products (as defined in the Commercial Agreement)
prior to the occurrence of the Assignment Conflict (other than in connection with Corixa contesting
the validity of the Assignment), then no such payment shall be due.



[ * ] = 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.





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SCHEDULE 11.1




PUBLIC STATEMENT




PRESS RELEASE




Crucell to sell Rhein Biotech GmbH to Dynavax



Leiden, The Netherlands, March 27, 2006 — Dutch biotechnology company Crucell N.V. (Euronext,
NASDAQ: CRXL; Swiss Exchange: SW CRX) today announced plans to divest biopharmaceutical and vaccine
manufacturer Rhein Biotech GmbH in a cash transaction. Rhein Biotech GmbH is part of Rhein Biotech
N.V. (Frankfurt, Geregelter Markt:RBO), a company 93% owned by Berna Biotech AG. Berna Biotech was
recently acquired by Crucell N.V.



Rhein Biotech GmbH is headquartered in Düsseldorf (Germany) and has approximately 45 employees. It
will be acquired by Dynavax Technologies Corporation (NASDAQ:DVAX), a US based biotech company.



The transaction is designed to accomplish key strategic goals for both Crucell and Dynavax. The
transaction enables Crucell to continue to focus on core competencies by divesting a number of
non-strategic assets. The divestment is an important step towards aligning Crucell’s portfolio of
activities with its strategic priorities.



Under the terms of the planned acquisition, Dynavax will pay approximately € 10 million (US$ 12
million) in cash in exchange for 100% of Rhein Biotech GmbH’s shares. The transaction will need to
be approved by Rhein Biotech NV shareholders and is anticipated to close in the second quarter of
2006.




About Crucell



Crucell N.V. (Euronext, NASDAQ: CRXL; Swiss Exchange: SW CRX) is a biotechnology company focused on
research, development and worldwide marketing of vaccines and antibodies that prevent and treat
infectious diseases. Its vaccines are sold in public and private markets worldwide. Crucell’s core
portfolio includes vaccines against hepatitis B and virosomal influenza. Crucell also markets
travel vaccines, such as the only oral anti-typhoid vaccine on the market. The Company has a broad
development pipeline, including both early-stage products and products almost ready to go to
market. Several Crucell products are based on its unique PER.C6® production technology.
The Company licences this and other technologies to the biopharmaceutical industry. Important
partners and licensees include DSM Biologics, sanofi aventis, GSK and Merck & Co. Crucell is
headquartered in Leiden (the Netherlands), with subsidiaries in Switzerland, elsewhere in Europe,
and in Korea. The Company employs about 1000 people. For more
information, please visit www.crucell.com.




Forward-looking statements



This press release contains forward-looking statements that involve inherent risks and
uncertainties. We have identified certain important factors that may cause actual results to
differ materially from those contained in such forward-looking statements. For information relating
to these factors please refer to our Form 20-F, as filed with the U.S. Securities and Exchange
Commission on April 14, 2005, and the section entitled “Risk Factors”. The company prepares its
financial statements under generally accepted accounting principles in the United States (US GAAP).



[ * ] = 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.





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For further information please contact: 




	 	 	 
	Crucell N.V.

	 	For Crucell in the US:
	Harry Suykerbuyk

	 	Redington, Inc.
	Director Investor Relations and Corporate

	 	Thomas Redington
	Communications

	 	Tel. +1 212-926-1733
	Tel. +31-(0)71-524 8718

	 	tredington@redingtoninc.com
	h.suykerbuyk@crucell.com
	 	 





[ * ] = 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.




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Contact:

Dynavax Technologies Corporation

Jane M. Green, PhD

Vice President, Corporate Communications

Phone (510) 665-4630

Email: jgreen@dvax.com




DYNAVAX TO ACQUIRE RHEIN BIOTECH GMBH FROM CRUCELL



Dynavax Gains Ownership of GMP Vaccine Manufacturing Facility, Vaccine Pipeline and HEPLISAV
Commercialization Rights



Berkeley, CA – March 27, 2006 – Dynavax Technologies Corporation (NASDAQ:DVAX) announced its plan
to acquire biopharmaceutical and vaccine manufacturer Rhein Biotech GmbH in a cash transaction of
approximately $12.X million. Rhein Biotech GmbH is part of Rhein Biotech NV (Frankfurt, Geregelter
Markt:RBO), a company 93%-owned by Berna Biotech AG. Berna was recently acquired by the Dutch
biotechnology company Crucell NV. (Euronext, NASDAQ: CRXL; Swiss Exchange: SW CRX). Dynavax has had
an agreement with Berna for supply of hepatitis B surface antigen for use with HEPLISAVTM, its
hepatitis B vaccine.



The transaction is designed to accomplish key strategic goals for both Dynavax and Crucell. Through
this acquisition, Dynavax gains ownership of a European Union (EU) GMP-certified vaccine
manufacturing facility, control over the production of hepatitis B surface antigen and potentially
other antigens to support clinical and commercial programs, management and personnel with proven
expertise in biopharmaceutical product development and production, and a complementary pipeline of
vaccine and antiviral products. The transaction enables Crucell to continue to focus on core
competencies by divesting a non-strategic asset.



“The acquisition of Rhein Biotech GmbH is designed to accelerate Dynavax’s strategy of building a
diversified vaccine franchise, to provide independent ownership of antigen supply and product
manufacturing for hepatitis B and other programs, and to generate a significant return on
investment,” said Dino Dina, MD, president and chief executive officer. “Rhein Biotech GmbH
represents a timely, near-term opportunity to broaden our hepatitis B vaccine program and to expand
our earlier-stage vaccine and antiviral pipeline with promising product candidates in commercially
attractive markets. We believe that this transaction reflects the parties’ views that the assets of
Rhein Biotech GmbH can be better leveraged as part of Dynavax’s operations.”



[ * ] = 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.





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Continued Dr. Dina: “I am especially excited to welcome the management and employees of Rhein
Biotech GmbH to Dynavax. Their development and regulatory expertise, their
high quality manufacturing capabilities and their excellent reputation among customers,
collaborators and investors in Europe will be valuable assets as we build our combined business.
Given the shared enthusiasm for the acquisition and alignment of priorities within Dynavax and
Rhein Biotech GmbH, we anticipate that the integration of our businesses should proceed smoothly.”




Financial Terms of the Transaction



Under the terms of the planned acquisition, Dynavax will pay to Rhein Biotech NV approximately
$12.X million, excluding expenses and based on current exchange rates. The acquisition costs
include the purchase of 100% of the outstanding capital stock of Rhein Biotech GmbH. The assets of
Rhein Biotech GmbH include manufacturing facilities, research and development stage products, an
industrial R&D services business and personnel.



Upon closing of the transaction, Dynavax’s hepatitis B surface antigen license and supply agreement
with Berna will terminate and Berna will no longer have an option to commercialize HEPLISAV.



Dynavax expects ongoing revenue from the industrial services business of Rhein Biotech GmbH, cost
synergies from the combined operations, and the elimination of Dynavax’s costs to Berna related to
the development of HEPLISAV, to offset the additional operating expenses associated with the
business of Rhein Biotech GmbH in the near term. Dynavax expects that the acquisition costs of the
transaction will be recovered in the long term by reductions in cost of goods for HEPLISAV and the
elimination of financial obligations to Berna under the prior licensing and supply agreement. Rhein
Biotech NV will retain an option to certain co-development and commercialization rights for Rhein
Biotech GmbH’s hepatitis B vaccine, Supervax, in Europe and Asia.



The transaction is anticipated to close in the second quarter of 2006.



[ * ] = 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.






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RHEIN BIOTECH NV




Contact:

Patrik Richard

Phone +41 31 980 64 91

E-mail patrik.richard@bernabiotech.com



RHEIN BIOTECH NV TO SELL ITS SUBSIDIARY RHEIN BIOTECH GMBH TO DYNAVAX TECHNOLOGIES CORPORATION



Maastricht, the Netherlands – March 27, 2006 – Rhein Biotech NV (“RBNV”) (Frankfurt, Geregelter
Markt: RBO) announced today that it plans to sell its subsidiary and biopharmaceutical and vaccine
manufacturer Rhein Biotech Gesellschaft für Neue Biotechnologische Prozesse und Produkte m.b.H
(“Rhein Düsseldorf”) to Dynavax Technologies Corporation (“Dynavax”) (NASDAQ: DVAX), in a cash for
stock transaction.



The transaction enables RBNV to continue to focus on core competencies by divesting a non-strategic
asset while retaining for it and its affiliates necessary access to technology applicable to its
product development activities. As of March 2005, Rhein Düsseldorf was already repositioned in
order to allow Rhein Düsseldorf to become an independent product development company and strategic
partner for other biotech companies. Through the combination with Dynavax, Rhein Düsseldorf will
become part a group that plans to expand its business.



Dynavax has expressed to welcome Rhein Düsseldorf’s management and employees to Dynavax and that
Rhein Düsseldorf’s development and regulatory expertise, high quality manufacturing capabilities
and excellent reputation, especially in Europe, will be valuable assets as the combined business
will be built. Dynavax anticipates that the integration of the Rhein Düsseldorf and Dynavax
businesses should proceed smoothly.



[ * ] = 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.





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