4,500,000 Shares Immunic, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2021 • Immunic, Inc. • Pharmaceutical preparations • New York
VITAL THERAPIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ____________, 20__, by and between Vital Therapies, 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2020 • Immunic, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 10, 2020, between Immunic, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
IMMUNIC, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • May 2nd, 2022 • Immunic, Inc. • Pharmaceutical preparations • New York
IMMUNIC, INC., a Delaware corporation (the “Company”), has previously entered into (i) a Sales Agreement with SVB Securities LLC (the “Agent”), dated as of July 17, 2019 (the “2019 Sales Agreement”), to issue and sell shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”) pursuant to a registration statement filed by the Company on Form S-3 on May 25, 2018, as amended on June 8, 2018 (File No. 333-225230) and (ii) a Sales Agreement with the Agent, dated as of December 29, 2020 (the “2020 Sales Agreement”), to issue and sell shares of Common Stock pursuant to a registration statement filed by the Company on Form S-3 on November 13, 2020 (File No. 333-250083), which 2020 Sales Agreement remains in full force and effect on the date hereof. The 2019 Sales Agreement is hereby terminated pursuant to Sections 11(b) and 11(c) thereof, effective immediately, with each of the Company and the Agent waiving the notice period contemplated thereby. The Company now c
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 12th, 2020 • Immunic, Inc. • Pharmaceutical preparations • New York
—] Shares Vital Therapies, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2014 • Vital Therapies Inc • Pharmaceutical preparations • New York
ContractImmunic, Inc. • October 11th, 2022 • Pharmaceutical preparations • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION RELATED THERETO OR AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
Vital Therapies, Inc. Common Stock UNDERWRITING AGREEMENT March 22, 2017Underwriting Agreement • March 23rd, 2017 • Vital Therapies Inc • Pharmaceutical preparations • New York
INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – NET DATED OCTOBER 18, 2016 BY AND BETWEEN VITAL THERAPIES, INC., A DELAWARE CORPORATION AND R.E. HAZARD CONTRACTING COMPANY, A CALIFORNIA CORPORATIONVital Therapies Inc • May 9th, 2017 • Pharmaceutical preparations
IMMUNIC, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 17th, 2019 • Immunic, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [______], by and between Immunic, 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.
IMMUNIC, INC. 2019 OMNIBUS EQUITY INCENTIVE PLAN, AS AMENDEDImmunic, Inc. • August 21st, 2023 • Pharmaceutical preparations • Delaware
October 30, 2013 Andrew Henry [ADDRESS] Re: Confirmatory Employment Letter Dear Andrew:Letter Agreement • April 3rd, 2014 • Vital Therapies Inc • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) is entered into between Vital Therapies, Inc. (“Company” or “we”) and Andrew Henry (“Employee” or “you”). This Agreement is effective as of the date you sign this letter, as indicated below. The purpose of this letter is to confirm the current terms and conditions of your employment.
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2023 • Immunic, Inc. • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”) is entered into on December 18, 2023 and effective as of January 1, 2024 (the “Effective Date”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and ANDREAS ROLF MUEHLER (the “Executive”), with residential address of [l].
REDACTEDImmunic, Inc. • October 20th, 2020 • Pharmaceutical preparations
Certain identified information, indicated by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2022 • Immunic, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2022 by and among Immunic, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2021 • Immunic, Inc. • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”) is effective as of October 14, 2021 (the “Effective Date”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and Patrick Walsh (the “Employee”).
STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND VITAL THERAPIES, INC., a Delaware corporation, AS TENANT SUITES 150 & 200 Carmel PointStandard Office Lease • October 11th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • California
This Standard Office Lease (“Lease”) is made and entered into as of the 7th day of May, 2013, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and VITAL THERAPIES, INC., a Delaware corporation (“Tenant”).
CONTRACT OF EMPLOYMENT between Immunic AG, represented by the Chairman of the Supervisory Board - hereinafter referred to as the "Company“ - and Mr. Daniel Vitt, - hereinafter referred to as the "Management Board“ - Scope and dutiesImmunic, Inc. • July 17th, 2019 • Pharmaceutical preparations
VITAL THERAPIES, INC. AMENDED & RESTATED 2017 INDUCEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • February 6th, 2018 • Vital Therapies Inc • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the Vital Therapies, Inc. Amended & Restated 2017 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
5,454,546 Shares Vital Therapies, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2015 • Vital Therapies Inc • Pharmaceutical preparations • New York
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 11th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of the 7th day of June 2011, by and among Vital Therapies, Inc., a Delaware corporation (the “Company”) and the persons and/or entities listed on Schedule A hereto (the “Investors”).
VITAL THERAPIES, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • October 11th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • California
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and Vital Therapies, Inc., a Delaware corporation (the “Company”), effective as of immediately prior to the effectiveness of the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission in connection with the Company’s proposed initial public offering (the “Effective Date”).
VITAL THERAPIES, INC. GLOBAL STOCK OPTION AGREEMENTGlobal Stock Option Agreement • March 20th, 2015 • Vital Therapies Inc • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the Vital Therapies, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), Terms and Conditions of Stock Option Grant (attached hereto as Exhibit A) and the Appendices (attached hereto as Appendix A and Appendix B) containing country-specific terms and conditions (collectively, this “Agreement”).
VITAL THERAPIES, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 28, 2013Investors’ Rights Agreement • October 11th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 28, 2013 by and among Vital Therapies, Inc., a Delaware corporation (the “Company”), each of the Persons listed from time to time on the Schedule of Satter Investors (each, a “Satter Investor” and, collectively, the “Satter Investors”) and each of the Persons listed from time to time on the Schedule of Other Investors (each, an “Other Investor” and, collectively, the “Other Investors”). The Satter Investors and the Other Investors are collectively referred to herein as the “Investors” and individually as an “Investor.” The Company and the Investors are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Section 7.
IMMUNIC, INC.Immunic • September 20th, 2019 • Immunic, Inc. • Pharmaceutical preparations • Delaware
ASSIGNMENT OF LEASEAssignment of Lease • March 19th, 2019 • Vital Therapies Inc • Pharmaceutical preparations
This Assignment of Lease ("Assignment") is entered into by Vital Therapies, Inc., a Delaware corporation ("Assignor"), and ViaCyte, Inc., a Delaware corporation ("Assignee"). Assignor and R. E. Hazard Contracting Company, a California corporation ("Lessor") executed that certain Industrial/Commercial Multi-Tenant Lease - Net dated October 18, 2016 (the "Lease") which is attached hereto as Exhibit "A," for the Premises known as 15222 Avenue of Science, Suite B, San Diego, California 92128.
Form of Guarantee Agreement between the European Investment Bank and Immunic, Inc. and Immunic AG Luxembourg and Munich [●] 2020Guarantee Agreement • October 20th, 2020 • Immunic, Inc. • Pharmaceutical preparations
The European Investment Bank having its seat at 100 blvd Konrad Adenauer, Luxembourg, L-2950 Luxembourg, represented by [●] and [●] (the "Bank")
FIRST AMENDMENT TO LEASELease • August 29th, 2016 • Vital Therapies Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of August 23, 2016, by and between BRE CA OFFICE OWNER LLC, a Delaware limited liability company ("Landlord") and VITAL THERAPIES, INC., a Delaware corporation ("Tenant").
VITAL THERAPIES, INC. GLOBAL STOCK OPTION AGREEMENT – UNITED KINGDOM CONSULTANTSGlobal Stock Option Agreement • March 13th, 2018 • Vital Therapies Inc • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the Vital Therapies, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), Terms and Conditions of Stock Option Grant (attached hereto as Exhibit A) and the Appendices (attached hereto as Appendix A and Appendix B) containing country specific terms and conditions (collectively, the “Agreement”)
EIB Provides Immunic With up to €24.5 Million to Support Ongoing Development of a Potential COVID-19 TherapyImmunic, Inc. • October 20th, 2020 • Pharmaceutical preparations
· European Investment Bank and Immunic sign a financing agreement of up to €24.5 million to support the development of Immunic’s lead asset, IMU-838, in moderate COVID-19
March 5, 2015 Re: Confirmatory Employment Letter Dear John:Letter Agreement • March 20th, 2015 • Vital Therapies Inc • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) is entered into between Vital Therapies, Inc. (“Company” or “we”) and John M. Dunn (“Employee” or “you”). This Agreement is effective as of November 17, 2014 the date you commenced employment with the Company. The purpose of this letter is to confirm the current terms and conditions of your employment.
Lock-Up AgreementExchange Agreement • April 15th, 2019 • Immunic, Inc. • Pharmaceutical preparations
The undersigned (the “Lock-Up Participant”) is entering into this agreement in connection with that certain Exchange Agreement dated as of January 6, 2019 (the “Exchange Agreement”) among Vital Therapies, Inc, a Delaware corporation (“Vital”), Immunic AG (“Immunic”) and the shareholders of Immunic, whereby the shareholders of Immunic will contribute, transfer, assign and deliver all of the Common Shares and Preferred Shares of Immunic (collectively, the “Immunic Shares”) owned by them, and all of their rights with respect to such Immunic Shares, to Vital in exchange for shares of the common stock, par value $0.0001 per share, of Vital (the “Vital Common Stock”), with the result of Immunic becoming a wholly-owned subsidiary of Vital (the “Transaction”) and the Lock-Up Participant, as a holder of shares of Vital Common Stock and/or shares of Vital Common Stock issuable pursuant to the exercise of Vital Options and/or the vesting of Vital Severance RSUs. Capitalized terms used but not oth
VITAL THERAPIES, INC. AMENDMENT NO. 1 TO CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Amendment No. 1 to Change of Control and Severance Agreement (this “Amendment”) is made and effective as of [ ] (the “Amendment Effective Date”), and amends that...Change of Control and Severance Agreement • January 14th, 2019 • Vital Therapies Inc • Pharmaceutical preparations • California
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • March 13th, 2018 • Vital Therapies Inc • Pharmaceutical preparations • Arizona
This Transition Agreement and Release (“Agreement”) is made by and between Terence E. Winters (“Executive”) and Vital Therapies, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
OPTION AND LICENSE AGREEMENT FOR THE LICENSING AND DEVELOPMENT OF [***] INHIBITORSOption and License Agreement • July 17th, 2019 • Immunic, Inc. • Pharmaceutical preparations
This LICENSE AND OPTION AGREEMENT FOR THE LICENSING AND DEVELOPMENT OF [***] INHIBITORS (the “Agreement”) is effective as of this day of October 2018 (the “Effective Date”) by and between Immunic AG, a stock corporation organized under the laws of Germany, having a place of business at Am Klopferspitz 19, 82152 Martinsried, Germany (“Immunic”), and Daiichi Sankyo Co., Ltd., a Japanese corporation organized under the laws of Japan, having a place of business at 1-2-58 Hiromachi, Shinagawa-ku, Tokyo 140-8710, Japan (“DS)”; Immunic and DS are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”).
