Exhibit 10.45
ASSET PURCHASE AGREEMENT
This Agreement is dated as of the 18th day of December, 2008.
AMONG:
ONCOTHYREON CANADA INC. , a Canadian corporation with offices located at Edmonton,
Alberta (“ Oncothyreon Canada ”)
AND:
BIOMIRA MANAGEMENT, INC. , a Delaware corporation with offices located at Seattle,
Washington (“ Biomira Management ”)
AND:
ONCOTHYREON INC. , a Delaware corporation with offices located at Seattle, Washington (“
Oncothyreon Parent ”)
(Oncothyreon Canada, Biomira Management and Oncothyreon Parent hereinafter collectively referred to
as “ Oncothyreon ”)
AND:
MERCK KGaA , a German corporation with offices located at Darmstadt, Germany (“ Merck ”)
AND:
EMD SERONO CANADA INC. , an Ontario corporation with offices located at 2695 North Sheridan
Way, Suite 200, Mississauga, Ontario (“ EMD ”), an affiliate of Merck
WHEREAS Merck and Biomira Management will be entering into an amended and restated license
agreement pursuant to which Biomira Management will license to Merck, inter alia , certain manufacturing rights
in relation to the manufacture of BLP25;
AND WHEREAS Oncothyreon Canada and Biomira Management have agreed to sell certain assets related
to the manufacture of BLP25 to EMD and Merck and EMD and Merck have agreed to purchase such assets
from Oncothyreon Canada and Biomira Management, all upon the terms and subject to the conditions set forth in
this Agreement;
AND WHEREAS EMD and Oncothyreon Canada have agreed on certain matters in respect of certain
employees of Oncothyreon Canada;
NOW THEREFORE in consideration of the representations, warranties, covenants and agreements set
forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the parties hereto, the parties hereto covenant and agree as follows:
+ DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
COMMISSI