MACROGENICS, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2014 • Macrogenics Inc • Pharmaceutical preparations • New York
Macrogenics, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Leerink Partners LLC (“Leerink Partners”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Leerink Partners are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company and to the Underwriters, acting
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2013 • Macrogenics Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between MacroGenics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). [This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.]1
MACROGENICS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2015 • Macrogenics Inc • Pharmaceutical preparations • New York
MACROGENICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • December 23rd, 2019 • Macrogenics Inc • Pharmaceutical preparations • New York
MacroGenics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
MACROGENICS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2019 • Macrogenics Inc • Pharmaceutical preparations • New York
The undersigned, a stockholder and/or an officer and/or director of MacroGenics, Inc., a Delaware corporation (the “Company”), understands that SVB Leerink LLC and Evercore Group L.L.C. (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, as applicable, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned wil
MacroGenics, Inc. $100,000,000 Common Stock SALES AGREEMENTCommon Stock Sales Agreement • March 15th, 2023 • Macrogenics Inc • Pharmaceutical preparations • New York
MacroGenics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
MACROGENICS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2018 • Macrogenics Inc • Pharmaceutical preparations • New York
ContractEmployment Agreement • May 4th, 2016 • Macrogenics Inc • Pharmaceutical preparations • Maryland
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions. INVESTOR AGREEMENTInvestor Agreement • June 5th, 2015 • Macrogenics Inc • Pharmaceutical preparations • Delaware
THIS INVESTOR AGREEMENT (this "Agreement") is made as of December 19, 2014, by and among Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901 ("Investor") and MacroGenics, Inc. (the "Company"), a Delaware corporation with its principal place of business at 9640 Medical Center Drive, Rockville, MD 20850.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions. COLLABORATION AGREEMENTCollaboration Agreement • October 4th, 2013 • Macrogenics Inc • Pharmaceutical preparations
*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2021 • Macrogenics Inc • Pharmaceutical preparations • Maryland
This Employment Agreement (the “Agreement”) is entered into as of July 1, 2020 (the “Effective Date”), by and between MacroGenics, Inc., a Delaware corporation, together with its successors and assigns (the “Employer” or “Company”), and Stephen L. Eck (“Executive”).
OPTION FOR A LICENSE AGREEMENT BY AND BETWEEN MACROGENICS, INC. AND LES LABORATOIRES SERVIER AND INSTITUT DE RECHERCHES SERVIEROption for a License Agreement • October 4th, 2013 • Macrogenics Inc • Pharmaceutical preparations
In no event shall the total of the amounts paid under this Section 9.3.2 for the *** Licensed Program and gpA33 Licensed Program exceed ***, or exceed *** for the CD 123 Licensed Program, and exceed *** in the aggregate for all of the Licensed Programs.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions. RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN PFIZER INC. AND MACROGENICS, INC. OCTOBER 13, 2010Research Collaboration and License Agreement • October 4th, 2013 • Macrogenics Inc • Pharmaceutical preparations
This Research Collaboration and License Agreement (the “Agreement”) is entered into as of October 13, 2010 (the “Effective Date”), by and among Pfizer, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 500 Arcola Road, Collegeville, Pennsylvania 19426, United States (“Pfizer”) and MacroGenics, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 1500 East Gude Drive, Rockville, MD 20850 (“MacroGenics”). Pfizer and MacroGenics may each be referred to herein individually as a “Party” and collectively as the “Parties.”
LEASE AGREEMENTLease Agreement • August 2nd, 2013 • Macrogenics Inc • Pharmaceutical preparations
THIS LEASE AGREEMENT, made this 2nd day of December 2004, by and between W. M. RICKMAN CONSTRUCTION CO. LLC (“LANDLORD”) and MACRO GENICS, INC. (“TENANT”).
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among MACROGENICS, INC., THE FOUNDERS, and THE INVESTORS February 3, 2014Registration Rights Agreement • February 10th, 2014 • Macrogenics Inc • Pharmaceutical preparations • Delaware
THIS FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated February 3, 2014 (this “Agreement”), is made by and among (i) MacroGenics, Inc., a Delaware corporation (the “Company”), (ii) those parties identified as Founders on Exhibit A (the “Founders”), and (iii) the parties listed on Exhibit B hereto (the “Existing Investors”), the parties listed on Exhibit C hereto (the “Series D Investors”), the parties listed on Exhibit D hereto (the “New Investors,”) (collectively, the “Investors”).
MACROGENICS, INC. LEASE AGREEMENTLease Agreement • March 3rd, 2015 • Macrogenics Inc • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions. LICENSE AGREEMENT BY AND BETWEEN MACROGENICS, INC. AND GILEAD SCIENCES, INC.License Agreement • October 4th, 2013 • Macrogenics Inc • Pharmaceutical preparations
This License Agreement (this “Agreement”) is entered into and made effective as of the 3rd day of January, 2013 (the “Effective Date”), by and between MacroGenics, Inc., a corporation organized and existing under the laws of the State of Delaware, having a principal office located at 9640 Medical Center Drive, Rockville, MD 20850, USA (“MacroGenics”), and Gilead Sciences, Inc., a company organized and existing under the laws of the State of Delaware, having a principal office located at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”). MacroGenics and Gilead are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions. OPTION FOR A LICENSE AGREEMENT BY AND BETWEEN MACROGENICS, INC. AND LES LABORATOIRES SERVIER AND INSTITUT DE RECHERCHES...Option for a License Agreement • October 4th, 2013 • Macrogenics Inc • Pharmaceutical preparations
This Option for a License Agreement (this “Agreement”) is entered into and made effective as of the 24th day of November, 2011 (the “Effective Date”), by and between MacroGenics, Inc. a corporation organized and existing under the laws of the State of Delaware and having a principal office located at 1500 East Gude Drive Rockville, MD 20850, USA (“MacroGenics”), and Les Laboratoires Servier, a company organized and existing under the laws of France, having a principal office located at 50 rue Carnot 92284 Suresnes (“LLS”) and Institut de Recherches Servier, a company organized and existing under the laws of France, having a principal office located at 3 rue de la République – 92150 Suresnes - France (“IdRS” and LLS and IdRS hereinafter collectively referred to as “Servier”). MacroGenics and Servier are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
GLOBAL COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN MACROGENICS, INC. AND INCYTE CORPORATIONGlobal Collaboration and License Agreement • February 27th, 2018 • Macrogenics Inc • Pharmaceutical preparations • New York
This GLOBAL COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is entered into as of October 24, 2017 (the “Execution Date”), by and between INCYTE CORPORATION, a Delaware corporation, having its principal place of business at 1801 Augustine Cut-Off, Wilmington, DE 19803 (hereinafter “Incyte”), and MACROGENICS, INC., a Delaware corporation, having its principal place of business at 9704 Medical Center Drive, Rockville, MD 20850 (“MacroGenics”). Incyte and MacroGenics are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
STOCK PURCHASE AGREEMENT By and Between JOHNSON & JOHNSON INNOVATION-JJDC, INC. AND MACROGENICS, INC. Dated as of December 19, 2014Stock Purchase Agreement • March 3rd, 2015 • Macrogenics Inc • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 19, 2014, by and between Johnson & Johnson Innovation-JJDC, Inc. (the “Investor”), a New Jersey corporation with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901, and MacroGenics, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 9640 Medical Center Drive, Rockville, MD 20850.
BI Contract No. 43032525 COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN BOEHRINGER INGELHEIM INTERNATIONAL GMBH AND MACROGENICS, INC. OCTOBER 18, 2010Collaboration and License Agreement • October 4th, 2013 • Macrogenics Inc • Pharmaceutical preparations
Subject to the terms and conditions of the Collaboration and License Agreement, dated as of , 2010 (the “Collaboration and License Agreement”) by and between Boehringer Ingelheim International GmbH and MacroGenics, Inc., MacroGenics has the option to co-promote up to *** Products in the United States (the “Co-Promotion Territory”) by providing at least *** and up to *** of the total Details for such Product to only one class of specialty physicians (“Co-Promotion Audience”) in the Co-Promotion Territory in accordance with the brand plan developed and approved annually by BI. This Exhibit outlines the framework for the co-promotion rights to be negotiated in good faith by the Parties upon exercise by MacroGenics of its Co-Promotion Option pursuant to Section 4.5 of the Collaboration and License Agreement, which framework the Parties agree will be reflected in a definitive co-promotion agreement (“Co-Promotion Agreement”). All capitalized terms not otherwise defined shall have the meanin
STOCK PURCHASE AGREEMENT By and Between ZAI LAB LIMITED AND MACROGENICS, INC. Dated as of June 14, 2021Stock Purchase Agreement • July 29th, 2021 • Macrogenics Inc • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 14, 2021, by and between Zai Lab Limited (the “Investor”), an exempted company with limited liabilities incorporated under the Laws of Cayman Islands with its principal place of business at Fourth Floor, Building 1,4560 Jinke Road, Pudong District, Shanghai 201210, China, and MacroGenics, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 9704 Medical Center Drive, Rockville, MD 20850.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • July 29th, 2021 • Macrogenics Inc • Pharmaceutical preparations • New York
This Collaboration and License Agreement (“Agreement”), effective as of June 15, 2021 (the “Effective Date”), is entered into by and between MacroGenics, Inc., a Delaware corporation with a place of business at 9704 Medical Center Drive, Rockville, MD 20850 (“MacroGenics”), and Zai Lab US LLC, a limited liability company organized under the laws of the State of Delaware, the United States, with a place of business at 1440 O’Brien Drive, Suite C, Menlo Park, CA 94025 (“Zai”). MacroGenics and Zai may be referred to herein individually as a “Party” or collectively as the “Parties”.
SECOND AMENDMENT TO LEASELease Agreement • March 15th, 2023 • Macrogenics Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is entered into as of this [***] day of [***], [***] (the “Execution Date”), by and between BMR-MEDICAL CENTER DRIVE LLC, a Delaware limited liability company (“Landlord”), and MACROGENICS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT to OPTION FOR A LICENSE AGREEMENTOption for a License Agreement • February 26th, 2019 • Macrogenics Inc • Pharmaceutical preparations
This Second Amendment entered into on the date of last signature to this First Amendment by and between MacroGenics, Inc. a Delaware corporation having a principal office located at 9704 Medical Center Drive, Rockville, MD 20850 (“MacroGenics”) ″), and Les Laboratoires Servier, a company organized and existing under the laws of France, having a principal office located at 50 rue Carnot 92284 Suresnes (“LLS”) and Institut de Recherches Servier, a company organized and existing under the laws of France, having a principal office located at 3 rue de la République - 92150 Suresnes - France (“IdRS”) and LLS and IdRS hereinafter collectively referred to as “Servier”). MacroGenics and Servier are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
FOURTH AMENDMENT TO LEASELease Agreement • March 15th, 2023 • Macrogenics Inc • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of this [***] day of [***] (the “Execution Date”), by and between BMR-MEDICAL CENTER DRIVE LLC, a Delaware limited liability company (“Landlord”), and MACROGENICS, INC., a Delaware corporation (“Tenant”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions. FIRST AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • September 4th, 2013 • Macrogenics Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO THE COLLABORATION AGREEMENT (this “Amendment”) is made to be effective as of January 19, 2011 (the “Effective Date”), by and between MacroGenics, Inc., a Delaware corporation (the “Company”) and Green Cross Corporation, a corporation organized under the laws of Korea (“Green Cross”). Capitalized terms used in this Amendment and not defined herein shall have the meanings given to such terms in the Agreement (as defined below).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 6th, 2023 • Macrogenics Inc • Pharmaceutical preparations • Delaware
This Amendment No. 2 to the Asset Purchase Agreement (this “Amendment No. 2”), by and between MacroGenics, Inc., a Delaware corporation (“Seller”), Provention Bio, Inc., a Delaware corporation (“Buyer”) and, as to Section 2 g) of this Amendment No. 2 with respect to Section 3.12 of the Agreement (as defined below), Parent (as defined below) and together with Seller and Buyer, the “Parties” and each separately, a “Party”), hereby amends that certain Asset Purchase Agreement, dated as of May 7, 2018, as amended by Amendment No. 1 to the Asset Purchase Agreement, dated November 30, 2022, by and between Seller and Buyer (the “Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT N°1 TO OPTION FOR A LICENSE AGREEMENTOption for a License Agreement • February 26th, 2019 • Macrogenics Inc • Pharmaceutical preparations
THIS AMENDMENT N°1 (hereinafter referred to as the “Amendment N°1”) entered into as of the 14th day of June, 2017 (the “Amendment N°1 Effective Date”) by and between MacroGenics, Inc. a Delaware corporation having a place of business at 9704 Medical Center Drive, Rockville, MD, USA 20850 (“MacroGenics”), and Les Laboratoires Servier, a company organized and existing under the laws of France, having a principal office located at 50 rue Carnot 92284 Suresnes (“LLS”) and Institut de Recherches Servier, a company organized and existing under the laws of France, having a principal office located at 3 rue de la Republique - 92150 Suresnes - France (“IdRS”) and LLS and IdRS hereinafter collectively referred to as “Servier”).
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • February 25th, 2021 • Macrogenics Inc • Pharmaceutical preparations • New York
This Commercial Supply Agreement (the “Agreement”) is entered into as of September 30, 2020 (“Effective Date”), by and between Incyte Corporation, with an address of 1801 Augustine Cut-off, Wilmington, DE 19803 (“Incyte”), and MacroGenics, Inc., with an address of 9704 Medical Center Drive, Rockville, MD 20850 (“MacroGenics”). Incyte and MacroGenics are sometimes referred to herein individually as a “Party” and collectively as “Parties.”
FIFTH AMENDMENT TO LEASELease Agreement • March 15th, 2023 • Macrogenics Inc • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of this [***], [***] (“Execution Date”), by and between ARE-MARYLAND NO. 45, LLC, a Delaware limited liability company (“Landlord”), and MACROGENICS, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 2 TO GLOBAL COLLABORATION AND LICENSE AGREEMENTGlobal Collaboration and License Agreement • August 8th, 2022 • Macrogenics Inc • Pharmaceutical preparations • New York
This Amendment No. 2 to Global Collaboration and License Agreement (this "Amendment No. 2") is dated as of April 7, 2022, by and between INCYTE CORPORATION, a Delaware corporation, having its principal place of business at 1801 Augustine Cut-Off, Wilmington, DE 19803 (hereinafter "Incyte"), and MACROGENICS, INC., a Delaware corporation, having its principal place of business at 9704 Medical Center Drive, Rockville, MD 20850 ("MacroGenics", together with Incyte, the "Parties" and each separately, a "Party"), and is meant to amend that certain Global Collaboration and License Agreement, dated as of October 24, 2017, between Incyte and MacroGenics and amended on March 15, 2018 ("Amendment No. 1"). The Global Collaboration and License Agreement and Amendment No. 1, the "Agreement". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT NO. 3 TO GLOBAL COLLABORATION AND LICENSE AGREEMENTGlobal Collaboration and License Agreement • November 3rd, 2022 • Macrogenics Inc • Pharmaceutical preparations • New York
This Amendment No. 3 to Global Collaboration and License Agreement (this “Amendment No. 3”) is dated as of July 14, 2022, by and between INCYTE CORPORATION, a Delaware corporation, having its principal place of business at 1801 Augustine Cut-Off, Wilmington, DE 19803 (hereinafter “Incyte”), and MACROGENICS, INC., a Delaware corporation, having its principal place of business at 9704 Medical Center Drive, Rockville, MD 20850 (“MacroGenics”, together with Incyte, the “Parties” and each separately, a “Party”), and is meant to amend that certain Global Collaboration and License Agreement, dated as of October 24, 2017, between Incyte and MacroGenics and amended on March 15, 2018 (“Amendment No. 1”) and April 7, 2022 (“Amendment No. 2”). The Global Collaboration and License Agreement, Amendment No. 1, and Amendment No. 2 are referred to herein collectively as the “Agreement”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreeme
CONSULTING AGREEMENTConsulting Agreement • September 20th, 2013 • Macrogenics Inc • Pharmaceutical preparations • Maryland
This Agreement, effective as of the EFFECTIVE DATE, as defined below, by and between MacroGenics, Inc., a corporation having a principal place of business at 9640 Medical Center Drive, Rockville, MD 20850 (hereinafter “MacroGenics”) and Anastasia Daifotis, M.D. an individual residing at Westfield, NJ 07090 (hereinafter “Individual”).
MACRO GENICS, INC. Second Amendment to Lease AgreementLease Agreement • September 4th, 2013 • Macrogenics Inc • Pharmaceutical preparations
This second amendment to lease agreement (“AGREEMENT”) made and entered into this 1ST day of June 2011, by and between W. M. RICKMAN CONSTRUCTION CO. LLC (“LANDLORD”) and MACRO GENICS, INC. (“TENANT”).
