Seragen Inc Watch

from 10-Q ~5 pages Employment Agreement

from 10-Q ~10 pages Employment Agreement

from 10-K 1 page Stockholders Waiver Agreement

from 10-K 1 page Waiver Reference Is Made to the Amended and Restated Employment Agreement Dated as of September 22, 1997 Between Seragen, Inc. (The "Company") and the Undersigned (The "Agreement"). Pursuant to the Agreement, the Company Agreed to File on or Before December 31, 1997, a Registration Statement on Form S-8 (The "Registration Statement") Registering Under the Securities Act of 1993 All Shares Issued or to Be Issued Pursuant to the Exercise of the Stock Options Granted to Dr. Nichols Pursuant to the Agreement. the Undersigned Waives With the Company's Obligation Under the Agreement to File the Registration Statement by the December 31, 1997 Deadline, and Agrees That the Company Will Have Met Its Obligations Under the Agreement to File the Registration Statement if the Registration Statement Is Filed on or Before July 1, 1998. Except as Expressly Waived in This Waiver, All Other Obligations of the Company Contained in the Agreement Shall Remain in Full Force and in Effect. Executed as of the 23rd Day of February, 1998. /S/ Jean C. Nichols Jean C. Nichols <page>

from 10-K 1 page Waiver No. 3 Reference Is Made to the Employment Agreement Dated as of January 15, 1997 Between Seragen, Inc. (The "Company") and the Undersigned, as Amended (Collectively the "Agreement"). Pursuant to the Agreement and Subsequent Waivers, the Company Agreed to File on or Before December 31, 1997, a Registration Statement on Form S-8 (The "Registration Statement") Registering Under the Securities Act of 1993 All Shares Issued or to Be Issued Pursuant to the Exercise of the Stock Options Granted to Ms. Chen Pursuant to the Agreement. the Undersigned Waives the Company's Obligation Under the Agreement to File the Registration Statement by the December 31, 1997 Deadline, and Agrees That the Company Will Have Met Its Obligations Under the Agreement to File the Registration Statement if the Registration Statement Is Filed on or Before July 1, 1998. Except as Expressly Waived in This Waiver No. 3, All Other Obligations of the Company Contained in the Agreement Shall Remain in Full Force and in Effect. Executed as of the 17th Day of February, 1998. /S/ Elizabeth Chen Elizabeth Chen <page>

from 10-K 1 page Waiver No. 5 Reference Is Made to the Employment Agreement Dated as of November 6, 1996 Between Seragen, Inc. (The "Company") and the Undersigned, as Amended (Collectively the "Agreement"). Pursuant to the Agreement and Subsequent Waivers, the Company Agreed to File on or Before December 31, 1997, a Registration Statement on Form S-8 (The "Registration Statement") Registering Under the Securities Act of 1993 All Shares Issued or to Be Issued Pursuant to the Exercise of the Stock Options Granted to Mr. Prior Pursuant to the Agreement. the Undersigned Waives the Company's Obligation Under the Agreement to File the Registration Statement by the December 31, 1997 Deadline, and Agrees That the Company Will Have Met Its Obligations Under the Agreement to File the Registration Statement if the Registration Statement Is Filed on or Before July 1, 1998. Except as Expressly Waived in This Waiver No. 5, All Other Obligations of the Company Contained in the Agreement Shall Remain in Full Force and in Effect. Executed as of the 5th Day of February, 1998. /S/ Reed R. Prior Reed R. Prior <page>

from 10-K ~5 pages Sublease Agreement for Premises at 99 South Street

from 10-K 1 page Sublease Agreement for Premises at 97 South Street

from 10-K 1 page Amendment No. 5 Consulting Agreement This Amendment, Effective as of January 1, 1998, Is Made by and Between Seragen, Inc., a Delaware Corporation Having an Address at 97 South Street, Hopkinton, Massachusetts ("Seragen") and John R. Murphy, PH.D., Having an Address at 130 Appleton Street, #1e, Boston, Massachusetts 02116 (The "Consultant"). Whereas, the Parties Entered Into a Consulting Agreement Effective January 1, 1992, Which Was Amended Effective October 1, 1994, October 1, 1995, January 1, 1996, and January 1, 1997 (Collectively, the "Agreement"); and Whereas the Parties Now Wish to Extend the Term of the Agreement; Now, Therefore, Seragen and the Consultant Agree to Amend the Agreement as Follows: 1. the Agreement Shall Continue Until December 31, 1998. 2. This Amendment Shall Be Made a Part of the Agreement and Attached to the Agreement. Except as Provided in This Amendment, All Other Terms and Conditions of the Agreement Shall Remain in Force. in Witness Whereof, the Parties Have Cause This Amendment to Be Executed as of the Date First Written Above. Accepted and Agreed: Seragen, Inc. John R. Murphy, PH.D. /S/Reed R. Prior /S/John R. Murphy, PH.D. Reed R. Prior Chairman and Chief Executive Officer <page>

from 10-K 1 page Assignment of Sublease for 99 South Street

from 10-K 1 page Assignment of Sublease for 97 South Street

from 10-Q 1 page Amendment No. 3 to Employment Agreement This Amendment No. 3 to Employment Agreement, Dated as of September 30, 1997, Is Made Between Seragen, Inc. (The "Company") and Reed R. Prior (The "Executive"). Whereas, the Company and the Executive Have Entered Into an Employment Agreement Dated as of November 6, 1996, as Amended by Amendments to the Employment Agreement Dated as of December 18, 1996 and April 30, 1997, and by Waivers to the Employment Agreement Dated as of January 6, 1997, January 31, 1997, March 27, 1997, and September 30, 1997 (Collectively, the "Agreement"); and Whereas, the Company and the Executive Desire to Amend the Agreement; Now, Therefore, the Parties Hereto, Intending to Be Legally Bound, Hereby Agree as Follows: 1. Capitalized Terms Used in This Amendment and Not Otherwise Defined in This Amendment Have the Same Meaning as in the Agreement. 2. Section 3.6(v) of the Agreement Is Amended to Read as Follows: "(V) the Options Shall Be Exercisable in Accordance With the Terms of the Plan, Including the Right to Pay the Option Exercise Price in Whole or in Part by Surrendering Shares of Common Stock Held by the Executive for at Least Six Months Prior to the Exercise Date With an Aggregate Fair Market Value Equal to the Option Exercise Price or in Accordance With a Cashless Exercise Program Established With a Securities Brokerage Firm and Approved by the Company, and Shall Provide That Stock Certificates Shall Be Issued Outright and Free of Escrow No Later Than Five (5) Business Days After the Date of Exercise;" 3. Except as Expressly Modified in This Amendment, All Other Obligations of the Company and the Executive Contained in the Agreement Shall Remain in Full Force and in Effect. in Witness Whereof, the Parties Hereto Have Executed This Amendment Effective as of the Day and Year First Written Above. Executive: /S/ Reed R. Prior Reed R. Prior Seragen, Inc. By: /S/ Jean C. Nichols Jean C. Nichols, Ph. D. President and Chief Technology Officer

from 10-Q 1 page Amendment to Employment Agreement This Amendment to Employment Agreement Is Made as of September 3, 1997, Between Seragen, Inc. (The "Company"), Having an Office at 97 South Street, Hopkinton, Massachusetts 01748, and Elizabeth Chen ("Chen"), Residing at 122 West Montgomery Street, Baltimore, Maryland 21230. Whereas, the Company and Chen Are Parties to That Certain Employment Agreement, Dated as of January 15, 1997 (The "Employment Agreement"); Whereas, Certain Provisions Were Included in the Employment Agreement That Were Not Included in Employment Agreements for the Other Members of the Senior Management of the Company, and the Company and Chen Desire to Conform the Provisions of the Employment Agreement in This Respect to the Employment Agreements for the Other Members of the Senior Management of the Company; Whereas, for the Aforesaid Purposes, the Company and Chen Desire to Enter Into This Amendment; Now Therefore, the Parties Hereto, Intending to Be Legally Bound, Hereby Agree as Follows: 1. Amendment of Section 3(h) of the Employment Agreement. Section 3(h) of the Employment Agreement Shall Be, and Is Hereby, Amended by Deleting the Last Sentence Thereof. 2. Continuation of Employment Agreement. as Amended Hereby, the Employment Agreement Shall Continue in Full Force and Effect. 3. Effective Date. as Between the Parties Hereto, This Amendment Shall Be Effective as of and From January 15, 1997. in Witness Whereof, the Parties Hereto Have Executed and Delivered This Amendment as of the Date First Set Forth Above. Seragen, Inc. By: /S/ Reed R. Prior Reed R. Prior Chairman, Chief Executive Officer and Treasurer /S/ Elizabeth Chen Elizabeth Chen

from 10-Q 1 page Amendment No. 1 to Employment Agreement This Amendment No. 1 to Employment Agreement, Dated as of September 30, 1997, Is Made Between Seragen, Inc. (The "Company") and Elizabeth Chen ("Chen"). Whereas, the Company and Chen Have Entered Into an Employment Agreement, Dated as of January 15, 1997, as Amended by Waivers to the Employment Agreement Dated as of March 28, 1997, and September 3, 1997 (Collectively, the "Agreement"); and Whereas, the Company and Chen Desire to Amend the Agreement; Now, Therefore, the Parties Hereto, Intending to Be Legally Bound, Hereby Agree as Follows: 1. Capitalized Terms Used in This Amendment and Not Otherwise Defined in This Amendment Have the Same Meaning as in the Agreement. 2. Section 3(b)(ii)(2) of the Agreement Is Hereby Amended to Read as Follows: "(2) the Options Shall Be Exercisable in Accordance With the Terms of the Plan, Including the Right to Pay the Option Exercise Price in Whole or in Part by Surrendering Shares of Common Stock or Restricted Stock (As Such Term Is Defined in the Plan) Held by Chen for at Least Six Months Prior to the Exercise Date With an Aggregate Fair Market Value Equal to the Option Exercise Price or in Accordance With a Cashless Exercise Program Established With a Securities Brokerage Firm and Approved by the Company, and Shall Provide That Stock Certificates to Be Issued Upon Exercise of Vested Options Shall Be Issued Outright and Free of Escrow No Later Than Five (5) Business Days After the Date of Exercise." 3. Except as Expressly Modified in This Amendment, All Other Obligations of the Company and of Chen Contained in the Agreement Shall Remain in Full Force and Effect. in Witness Whereof, the Parties Have Executed This Amendment Effective as of the Day and Year First Written Above. Chen: /S/ Elizabeth Chen Elizabeth Chen Seragen, Inc. By: /S/ Reed R. Prior Reed R. Prior Chairman, Chief Executive Officer and Treasurer

from 10-Q 1 page Waiver Agreement

from 10-Q 1 page Amendment to Offshore Securities Agreement November 12, 1997 P.R.I.F. L.P. C/O Wood Gundy Inc. 200 King Street West Toronto, Ontario M5h 3z8 Canada Gentlemen: We Refer to That Certain Offshore Securities Subscription Agreement, Dated May 29, 1996 (The "Agreement"), as Amended by That Certain Letter Agreement, Dated June 28, 1996 (The "Amendment"; the Agreement as Amended by the Amendment, the "Amended Agreement"), Between You and US. the Amended Agreement Is Hereby Amended by Deleting Therefrom the Final Paragraph of Section 1.a. Thereof. for the Avoidance of Doubt the Paragraph to Which the Foregoing Sentence Refers Is the Paragraph Which Was Added to Section 1.a. of the Agreement by the Amendment. This Agreement Reflects the Present Agreement of the Parties Hereto With Respect to the Transactions Contemplated Hereby and Shall Be Binding Upon and Enforceable Against the Parties Hereto. Except as Amended Herein, the Amended Agreement Shall Remain in Full Force and Effect. P.R.I.F. L.P. November 12, 1997 Page 2 if the Foregoing Reflects Your Understanding of Our Agreement, Please So Indicate by Signing Below. Very Truly Yours, Seragen, Inc. By: /S/ Reed R. Prior Reed R. Prior Chairman, Chief Executive Officer and Treasurer Agreed and Accepted: P.R.I.F. L.P. By: H.B. & Co. Inc. By: /S/ Henry Brachfield Henry Brachfeld Officer Date: November 12, 1997

from 10-Q ~10 pages Amended and Restated Employment Agreement

from 10-Q ~20 pages 1992 Long Term Incentive Plan

from 10-Q ~5 pages Forbearance Agreement

from 10-Q 1 page Amendment to License and Royalty Agreement