PROTHENA CORP PUBLIC LTD CO
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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EXHIBIT INDEX
| Previously Filed | ||||||
|---|---|---|---|---|---|---|
| ExhibitNo. | Description | Form | File No. | Filing Date | Exhibit | Filed Herewith |
| 2.1 | Demerger Agreement, dated as of November 8, 2012, between Elan Corporation, plc and Prothena Corporation plc | 10/A | 001-35676 | 11/30/2012 | 2.1 | |
| 2.2(a) | Amended and Restated Intellectual Property License and Contribution Agreement, dated as of December 20, 2012, by and among Neotope Biosciences Limited, Elan Pharma International Limited, and Elan Pharmaceuticals, Inc. | 8-K | 001-35676 | 12/21/2012 | 2.1 | |
| 2.2(b) | Amendment Number One to the Amended and Restated Intellectual Property License and Contribution Agreement, effective as of December 20, 2012, among Neotope Biosciences Limited, Elan Pharma International Limited, Elan Pharmaceuticals, LLC, Elan Corporation, plc, and Crimagua Limited | S-1/A | 333-191218 | 9/30/2013 | 2.2(b) | |
| 2.3 | Intellectual Property License and Conveyance Agreement, dated as of December 20, 2012, among Neotope Biosciences Limited, Elan Pharma International Limited and Elan Pharmaceuticals, Inc. | 8-K | 001-35676 | 12/21/2012 | 2.2 | |
| 3.1 | Amended and Restated Memorandum and Articles of Association (Constitution) of Prothena Corporation plc | 8-K | 001-35676 | 5/25/2016 | 3.1 | |
| 4.1 | Amended and Restated Memorandum and Articles of Association (Constitution) of Prothena Corporation plc | 8-K | 001-35676 | 5/25/2016 | 3.1 | |
| 4.2 | Description of Registrant’s Securities | X | ||||
| 10.1(a) | Tax Matters Agreement, dated as of December 20, 2012, between Elan Corporation, plc and Prothena Corporation plc | 8-K | 001-35676 | 12/21/2012 | 10.1 | |
| 10.1(b) | Amendment No. 1 to Tax Matters Agreement, dated as of June 25, 2013, between Elan Corporation, plc and Prothena Corporation plc | 10-Q | 001-35676 | 8/13/2013 | 10.2 | |
| 10.2 | License Agreement, dated as of December 31, 2008, between the University of Tennessee Research Foundation and Elan Pharmaceuticals, Inc. | 10/A | 001-35676 | 11/30/2012 | 10.14 | |
| 10.3(a)† | License Agreement, dated as of November 4, 2013, between The Regents of the University of California and Neotope Biosciences Limited | 10-Q/A | 001-35676 | 8/17/2018 | 10.1(a) | |
| 10.3(b)† | License Agreement Amendment Number One, dated as of January 15, 2014, to License Agreement dated as of November 4, 2013, between The Regents of the University of California and Neotope Biosciences Limited | 10-Q/A | 001-35676 | 8/17/2018 | 10.1(b) | |
| 10.4† | License, Development, and Commercialization Agreement, dated as of December 11, 2013, among Neotope Biosciences Limited and Prothena Biosciences Inc, F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc. | 10-K/A | 001-35676 | 6/6/2014 | 10.4 | |
| 10.5+ | Amendment to License, Development, and Commercialization Agreement, entered into on October 1, 2019, among Prothena Biosciences Limited, Prothena Biosciences Inc, F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc. | 10-K | 001-35676 | 3/3/2020 | 10.6 | |
| Previously Filed | |||||
|---|---|---|---|---|---|
| ExhibitNo. · Description · Form · File No. · Filing Date · Exhibit · Filed Herewith | |||||
| 10.6+ | Amendment No. 2 to License, Development, and Commercialization Agreement, entered into on August 26, 2021, among Prothena Biosciences Limited, Prothena Biosciences Inc, F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc. | 10-Q | 001-35676 | 11/4/2021 | 10.3 |
| 10.7(a) | Understanding Related to License, Development, and Commercialization Agreement, dated as of March 1, 2020, among Prothena Biosciences Limited, Prothena Biosciences Inc, F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc. | 10-Q | 001-35676 | 5/6/2020 | 10.4(a) |
| 10.7(b)+ | License Agreement, dated as of March 1, 2020, between Prothena Biosciences Limited and F. Hoffmann-La Roche Ltd. | 10-Q | 001-35676 | 5/6/2020 | 10.4(b) |
| 10.8† | Master Collaboration Agreement, dated as of March 20, 2018, between Prothena Biosciences Limited and Celgene Switzerland LLC | 10-Q/A | 001-35676 | 8/17/2018 | 10.3 |
| 10.9+ | Share Subscription Agreement, dated as of March 20, 2018, between Celgene Switzerland LLC and Prothena Corporation plc | 10-Q | 001-35676 | 5/9/2018 | 10.4 |
| 10.10+ | U.S. License Agreement, dated as of July 30, 2021, as amended on August 12, 2021 and September 8, 2021, by and between Prothena Biosciences Limited and Celgene Switzerland LLC | 10-Q | 001-35676 | 11/4/2021 | 10.5 |
| 10.11+ | Global License Agreement, dated as of July 5, 2023, by and between Prothena Biosciences Limited and Celgene Switzerland LLC | 10-Q | 001-35676 | 11/2/2023 | 10.2 |
| 10.12+ | Share Purchase Agreement, dated as of July 8, 2021, by and among Novo Nordisk A/S, Novo Nordisk Region Europe A/S, Prothena Corporation plc, and Prothena Biosciences Limited | 10-Q | 001-35676 | 11/4/2021 | 10.4 |
| 10.13(a) | Sublease, dated as of March 22, 2016, between Prothena Biosciences Inc and Amgen Inc. | 10-Q | 001-35676 | 5/4/2016 | 10.2(a) |
| 10.13(b) | Consent to Sublease Agreement, dated as of March 28, 2016, among Prothena Biosciences Inc, Amgen Inc. and HCP BTC, LLC | 10-Q | 001-35676 | 5/4/2016 | 10.2(b) |
| 10.14(a) | Sub-Sublease, dated as of July 18, 2018, between Prothena Biosciences Inc and Assembly Biosciences, Inc. | 10-Q | 001-35676 | 11/6/2018 | 10.2(a) |
| 10.14(b) | Consent to Sub-Sublease, dated as of September 19, 2018, among Prothena Biosciences Inc, Assembly Biosciences, Inc., Amgen Inc. and HCP BTC, LLC | 10-Q | 001-35676 | 11/6/2018 | 10.2(b) |
| 10.15(a) | Sublease, dated as of October 28, 2022, by and between Arcus Biosciences, Inc. and Prothena Biosciences Inc. | 10-K | 001-35676 | 2/28/2023 | 10.15(a) |
| 10.15(b) | Consent to Sublease Agreement, dated as of October 28, 2022, by and among HCP LS Brisbane, LLC, Arcus Biosciences, Inc., and Prothena Biosciences Inc. | 10-K | 001-35676 | 2/28/2023 | 10.15(b) |
| 10.16# | Prothena Corporation plc Amended and Restated 2012 Long Term Incentive Plan | 8-K | 001-35676 | 5/23/2017 | 10.1 |
| 10.17# | Prothena Corporation plc 2018 Long Term Incentive Plan | 8-K | 001-35676 | 5/18/2018 | 10.1 |
| Previously Filed | ||||||
|---|---|---|---|---|---|---|
| ExhibitNo. | Description | Form | File No. | Filing Date | Exhibit | Filed Herewith |
| 10.18# | First Amendment to the Prothena Corporation plc 2018 Long Term Incentive Plan | 8-K | 001-35676 | 5/22/2020 | 10.1 | |
| 10.19# | Second Amendment to the Prothena Corporation plc 2018 Long Term Incentive Plan | 8-K | 001-35676 | 5/21/2021 | 10.1 | |
| 10.20# | Third Amendment to the Prothena Corporation plc 2018 Long Term Incentive Plan | 8-K | 001-35676 | 5/20/2022 | 10.1 | |
| 10.21# | Fourth Amendment to the Prothena Corporation plc 2018 Long Term Incentive Plan | 8-K | 001-35676 | 5/19/2023 | 10.1 | |
| 10.22# | Prothena Corporation plc 2020 Employment Inducement Incentive Plan | 10-Q | 001-35676 | 5/6/2020 | 10.2 | |
| 10.23# | First through Fourteenth Amendments to the Prothena Corporation plc 2020 Employment Inducement Incentive Plan | X | ||||
| 10.24# | Prothena Corporation plc Amended and Restated Incentive Compensation Plan | 10-Q | 001-35676 | 5/9/2017 | 10.1 | |
| 10.25# | Prothena Biosciences Inc Amended and Restated Severance Plan | 8-K | 001-35676 | 12/15/2015 | 10.1 | |
| 10.26# | Form of Deed of Indemnification between Prothena Corporation plc and its Directors and Officers | 8-K | 001-35676 | 12/11/2014 | 10.1 | |
| 10.27# | Form of Option Award Agreement between Prothena Corporation plc and its Non-Employee Directors under the Prothena Corporation plc 2012 Long Term Incentive Plan (used beginning January 29, 2013) | S-8 | 333-196572 | 6/6/2014 | 99.2 | |
| 10.28# | Form of Option Award Agreement between Prothena Corporation plc and its Non-Employee Directors under the Prothena Corporation plc 2018 Long Term Incentive Plan (used beginning May 16, 2018) | 10-Q | 001-35676 | 8/7/2018 | 10.2 | |
| 10.29# | Form of Option Award Agreement between Prothena Corporation plc and its Named Executive Officers under the Prothena Corporation plc 2012 Long Term Incentive Plan (used beginning January 29, 2013 until February 4, 2014) | S-8 | 333-196572 | 6/6/2014 | 99.3 | |
| 10.30# | Form of Option Award Agreement between Prothena Corporation plc and its Named Executive Officers under the Prothena Corporation plc 2012 Long Term Incentive Plan (used beginning February 4, 2014) | 10-K | 001-35676 | 3/13/2015 | 10.11 | |
| 10.31# | Form of Option Award Agreement between Prothena Corporation plc and its Named Executive Officers under the Prothena Corporation plc 2018 Long Term Incentive Plan (used beginning June 21, 2018) | 10-Q | 001-35676 | 8/7/2018 | 10.3 | |
| 10.32 # | Form of Option Award Agreement under the Prothena Corporation plc 2020 Employment Inducement Incentive Plan (used beginning March 2, 2020) | 10-Q | 001-35676 | 8/6/2020 | 10.3 | |
| 10.33# | Offer letter, dated March 20, 2013, between Prothena Biosciences Inc and Tran B. Nguyen | 8-K | 001-35676 | 3/28/2013 | 10.1 | |
| Previously Filed | ||||||
|---|---|---|---|---|---|---|
| ExhibitNo. | Description | Form | File No. | Filing Date | Exhibit | Filed Herewith |
| 10.34# | Employment Agreement, dated September 30, 2016, between Prothena Biosciences Inc and Gene G. Kinney | 8-K | 001-35676 | 11/4/2016 | 10.1 | |
| 10.35# | Offer letter, dated April 19, 2013, between Prothena Biosciences Inc and Karin L. Walker | 8-K | 001-35676 | 5/22/2013 | 10.1 | |
| 10.36# | Offer letter, dated December 5, 2016, between Prothena Biosciences Inc and Carol D. Karp | 10-K | 001-35676 | 2/27/2017 | 10.28 | |
| 10.37# | Promotion letter, dated June 9, 2017, between Prothena Biosciences Inc and Wagner M. Zago | 10-Q | 001-35676 | 8/9/2017 | 10.3 | |
| 10.38# | Offer letter, dated June 4, 2019, between Prothena Biosciences Inc and Michael J. Malecek | 10-Q | 001-35676 | 8/6/2019 | 10.1 | |
| 10.39# | Offer Letter, dated February 18, 2020, between Prothena Biosciences Inc and Brandon S. Smith | 10-Q | 001-35676 | 5/6/2020 | 10.1 | |
| 10.40# | Offer Letter, dated March 18, 2021, between Prothena Biosciences Inc and Hideki Garren | 10-Q | 001-35676 | 5/11/2021 | 10.1 | |
| 10.41# | Consulting Agreement, dated October 1, 2023, between Prothena Biosciences Inc and Dennis J. Selkoe | 10-Q | 001-35676 | 11/2/2023 | 10.1 | |
| 21.1 | List of Subsidiaries | X | ||||
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm | X | ||||
| 24.1 | Power of Attorney (see signature page hereto) | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97# | Policy on Recoupment of Incentive Compensation | X | ||||
| 101.INS | The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| Previously Filed | ||||||
| ExhibitNo. | Description | Form | File No. | Filing Date | Exhibit | Filed Herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (formatted as InlineXBRL and contained in Exhibit 101) | X | ||||
*Exhibit 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.
#Indicates management contract or compensatory plan or arrangement.
†Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the Securities and Exchange Commission.
+Certain information in this exhibit (indicated by asterisks) has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such information is both not material and the type of information that the registrant customarily and actually treats as private and confidential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.