XENCOR, INC. Shares of Common Stock ($0.01 par value per share) SALES AGREEMENTSales Agreement • February 27th, 2023 • Xencor Inc • Pharmaceutical preparations • New York
Xencor, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
XENCOR, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • March 19th, 2018 • Xencor Inc • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between XENCOR, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
XENCOR, INC. AND , As WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • March 19th, 2018 • Xencor Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between XENCOR, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
XENCOR, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Warrant Agreement • January 7th, 2015 • Xencor Inc • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between XENCOR, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
7,300,000 Shares Xencor, Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT March 20, 2018Underwriting Agreement • March 21st, 2018 • Xencor Inc • Pharmaceutical preparations • New York
Introductory. Xencor, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Leerink Partners LLC (“Leerink”) and Piper Jaffray & Co. are acting as representatives (the “Representatives”) to issue and sell to the several Underwriters 7,300,000 shares (the “Firm Securities”) of its common stock, par value $0.01 per share (the “Securities”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,095,000 additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.”
XENCOR, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • March 19th, 2018 • Xencor Inc • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between XENCOR, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
EQUITY DISTRIBUTION PROGRAM XENCOR, INC. Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 19th, 2016 • Xencor Inc • Pharmaceutical preparations • New York
Xencor, Inc., a company organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent and/or principal, the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $40,000,000 (the “Shares”) on terms set forth in this Equity Distribution Agreement (the “Agreement”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 2 on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
INDEMNITY AGREEMENTIndemnification Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between XENCOR, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
4,585,000 Shares Xencor, Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT November 30, 2016Underwriting Agreement • December 1st, 2016 • Xencor Inc • Pharmaceutical preparations • New York
OFFICE LEASE by and between PRII HIGH BLUFFS LLC, a Delaware limited liability company, and COLLINS CORPORATE CENTER PARTNERS, LLC, a Delaware limited liability company, as tenants in common (“Landlord”) and XENCOR, INC., a Delaware corporation (“Tenant”)Office Lease • June 26th, 2017 • Xencor Inc • Pharmaceutical preparations • California
Xencor, Inc. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 10th, 2021 • Xencor Inc • Pharmaceutical preparations
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), Xencor, Inc. (the “Company”) has awarded you (“Participant”) a Restricted Stock Unit Award (the “Award”) pursuant to Section 6(b) of the Company’s 2013 Equity Incentive Plan (the “Plan”) for the number of Restricted Stock Units/shares indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or the Grant Notice shall have the same meanings given to them in the Plan. The terms of your Award, in addition to those set forth in the Grant Notice, are as follows.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • October 25th, 2013 • Xencor Inc • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 27, 2010 (the “Effective Date”) by and between XENCOR, INC., a Delaware corporation with its principal offices at 111 West Lemon Avenue, Monrovia, CA 91016 (“Xencor”), and MORPHOSYS AG, a German corporation with its principal offices at Lena-Christ-Strasse 48, 82152 Martinsried/Planegg, Germany (“MorphoSys”).
Xencor, INC. SEVERANCE AGREEMENTSeverance Agreement • August 3rd, 2016 • Xencor Inc • Pharmaceutical preparations • California
This Severance Agreement (the “Agreement”) is dated as of May 26, 2016 (the “Effective Date”), by and between Bassil I. Dahiyat, Ph.D. (“Executive”) and Xencor, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with certain severance and change in control benefits as described herein.
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • November 4th, 2013 • Xencor Inc • Pharmaceutical preparations • Ohio
This Development and Manufacturing Services Agreement (“Agreement”) is made as of this 15th day of September, 2005 (“Effective Date”), by and between Xencor, Inc., a Delaware corporation, with a place of business at 111 West Lemon Avenue, Monrovia, CA 91016 (hereinafter “Xencor”) and Cardinal Health PTS, LLC, a Delaware limited liability company, by and through its Gala Biotech business unit with a place of business at 8137 Forsythia Street, Middleton, Wisconsin 53562 (hereinafter “Cardinal Health”).
GPEx®-DERIVED CELL LINE SALE AGREEMENT by and between Catalent Pharma Solutions LLC and Xencor, Inc.Gpex®-Derived Cell Line Sale Agreement • October 25th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
THIS GPEx®-Derived Cell Line Sale Agreement (this “Agreement”) is made and is effective this day of December, 2011, (“Effective Date”) by and between Catalent Pharma Solutions LLC, a Delaware Limited Liability company, having a place of business at 8137 Forsythia Street, Middleton, Wisconsin 53562 USA (“Catalent”), and Xencor, Inc., a Delaware corporation, having a place of business at 111 West Lemon Avenue, Monrovia, California 91016 USA (“Xencor”).
CLINICAL SUPPLY AGREEMENTClinical Supply Agreement • October 25th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
THIS CLINICAL SUPPLY AGREEMENT (this “Agreement”) is entered into and effective this 1st day of October, 2012 (“Effective Date”), by and between Cook Pharmica LLC (“COOK”), an Indiana limited liability company with offices at 1300 South Patterson Drive, Bloomington, Indiana 47403 and Xencor, Inc. (“CLIENT”), a Delaware corporation, with offices at 111 West Lemon Avenue, Second Floor, Monrovia, CA, 91016. In this Agreement, COOK and CLIENT each may be referred to individually as a “Party” and together as “Parties.”
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED ROYALTY PURCHASE AGREEMENT (MONJUVI®/MINJUVI®) XENCOR,...Royalty Purchase Agreement • November 7th, 2023 • Xencor Inc • Pharmaceutical preparations • New York
XENCOR, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of September 5, 2013 (the “Effective Date”), by and between JOHN KUCH (the “Executive”) and XENCOR, INC., a Delaware corporation (the “Company”). As of the Effective Date, this Agreement replaces and supersedes that certain Change in Control Agreement between the Company and the Executive effective as of October 1, 2010 (the “Prior Agreement”).
OPTION AND LICENSE AGREEMENTOption and License Agreement • October 25th, 2013 • Xencor Inc • Pharmaceutical preparations
This OPTION AND LICENSE AGREEMENT (this “Agreement”), effective as of January 28, 2013 (the “Effective Date”), is made by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (“Alexion”), having a principal place of business at 352 Knotter Drive, Cheshire, Connecticut 06410, and Xencor, Inc., a Delaware corporation (“Xencor”), having a principal place of business at 111 West Lemon Avenue, Monrovia, California 91016. Alexion and Xencor may each be referred to herein, individually, as a “Party” or, collectively, as the “Parties.”
COLLABORATION AGREEMENTCollaboration Agreement • October 25th, 2013 • Xencor Inc • Pharmaceutical preparations • New York
COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • October 25th, 2013 • Xencor Inc • Pharmaceutical preparations • California
THIS COLLABORATION AND OPTION AGREEMENT (“Agreement”) dated as of December 22, 2010 (“Effective Date”), is entered into between XENCOR, INC., a Delaware corporation having its principal place of business at 111 West Lemon Avenue, Monrovia, CA 91016 (“Xencor”) and AMGEN INC., a Delaware corporation, having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”). Amgen and Xencor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the definitions set forth in Article 1.
CROSS-LICENSE AGREEMENTCross-License Agreement • November 4th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
This CROSS-LICENSE AGREEMENT (this “Agreement”) is made as of December 19, 2012 (the “Effective Date”) by and between MEDIMMUNE, LLC a limited liability company organized under the laws of Delaware, U.S.A., having a principal place of business at One MedImmune Way, Gaithersburg, MD 20878 (“MedImmune”), and XENCOR, INC., a corporation organized under the laws of the state of Delaware, U.S.A, having a principal place of business at 111 West Lemon Avenue, Monrovia, California 91016, U.S.A. (“Xencor”).
XENCOR, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 26, 2013, by and among XENCOR, INC., a Delaware corporation (the “Company”), and the investors listed on EXHIBIT A hereto (referred to herein individually as an “Investor” and collectively as the “Investors”) and amends and restates in its entirety that certain Second Amended and Restated Investor Rights Agreement, dated October 12, 2007, by and among the Company and the Investors (as amended, the “Prior Agreement”).
January 12, 2010 Edgardo Baracchini, Ph.D., M.B.A. Dear Ed:Employment Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
We are pleased to extend to you an offer to join Xencor, Inc. (the “Company”) as our Chief Business Officer. The following terms apply and will constitute your employment agreement with the Company (the “Agreement”).
AMENDED CONSULTING AGREEMENTConsulting Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
THIS AGREEMENT is made by XENCOR, INC., having an address at 111 West Lemon Avenue, Monrovia, CA 91016 (“XENCOR”) and DEVELOPMENT AND STRATEGIC CONSULTING ASSOCIATES, LLC, having an address at (“Consultant”), effective this 1st day of January, 2011 (the “Effective Date”) for the purpose of setting forth the exclusive terms and conditions by which XENCOR will acquire Consultant’s services on a temporary basis. This Agreement amends and supercedes the previous Agreement between the parties dated January 1, 2010.
Executive Employment Agreement AddendumExecutive Employment Agreement Addendum • November 8th, 2023 • Xencor Inc • Pharmaceutical preparations • California
Whereas, Employee is employed by Xencor as its Senior Vice President, General Counsel & Corporate Secretary and Employee is subject to an Employment Letter, dated August 5, 2019 a copy of which is attached as Attachment 1 (“Employment Letter”);
XENCOR, INC. THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for Dr. Bassil DahiyatExecutive Employment Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This Third Amended and Restated Executive Employment Agreement (“Agreement”) is entered into by and between Dr. Bassil Dahiyat (“Executive”) and Xencor, Inc., a Delaware corporation (the “Company”) as of the Effective Date set forth in Section 1.1 below. As of the Effective Date, this Agreement shall replace and supersede that certain Second Amended and Restated Executive Employment Agreement between Executive and the Company entered into as of January 1, 2007.
FOURTH AMENDMENT TO LEASELease • November 6th, 2020 • Xencor Inc • Pharmaceutical preparations
This FOURTH AMENDMENT TO LEASE (this “Amendment”) is made and effective as of September 30, 2020 (the “Effective Date”) by and between 111 LEMON INVESTORS LLC, a California limited liability company successor-in-interest to BF Monrovia, LLC, a California limited liability company (“Landlord”) and XENCOR, INC., a Delaware corporation successor-in-interest to Xencor, Inc., a California corporation (“Tenant”).
XENCOR SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for Dr. Bassil DahiyatExecutive Employment Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This Second Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of January 1, 2007, by and between Dr. Bassil Dahiyat (“Executive”) and Xencor, a California corporation (the “Company”). This Agreement shall replace and supersede that certain Amended and Restated Executive Employment Agreement between Executive and the Company entered into as of June 4, 2004.
August 12, 2013 Paul Foster Dear Dr. Foster,Employment Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations
Congratulations! I am pleased to confirm our offer, and your agreement to increase your part-time Chief Medical Officer at Xencor time commitment to 90%. We understand that you have professional engagements providing clinical strategy and development services with other parties and we agree that you will not engage with any additional parties to provide such services during your employment with Xencor without disclosing such services to Xencor and limiting the aggregate of such services to 10% time commitment. The specifics of this offer match your previous offer:
XENCOR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2016 • Xencor Inc • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of December 16, 2015 (the “Effective Date”), by and between Paul A. Foster, M.D. (the “Executive”) and XENCOR, INC., a Delaware corporation (the “Company”). This agreement supersedes prior employment agreements of August 1, 2012 and August 12, 2013 entered into by the Executive and the Company.
September 5, 2013 Edgardo Baracchini, Ph.D., M.B.A. Dear Ed:Employment Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) sets forth the terms of your continued employment with Xencor, Inc. (the “Company”) as the Company’s Chief Business Officer. This Agreement will become effective as of the date of your execution below (the “Effective Date”). As of the Effective Date, this Agreement replaces and supersedes in its entirety the letter agreement between you and the Company dated January 12, 2010 (the “Prior Agreement”).
XENCOR, INC. AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is entered into effective as of September 5, 2013 (the “Effective Date”), by and between JOHN R. DESJARLAIS (the “Executive”) and XENCOR, INC., a Delaware corporation (the “Company”). As of the Effective Date, this Agreement replaces and supersedes that certain Severance Agreement between the Company and the Executive effective as of May 21, 2009 (the “Prior Agreement”).
Monrovia, CA 91016Board Agreement • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations
OFFICE BUILDING LEASE BETWEEN BF MONROVIA, LLC (LESSOR) XENCOR, INC. (LESSEE) 111 West Lemon Ave., Monrovia, CaliforniaOffice Building Lease • October 11th, 2013 • Xencor Inc • Pharmaceutical preparations • California
This STANDARD OFFICE LEASE (“Lease”), dated, for reference purposes only, April , 2000 is made by and between BF MONROVIA, LLC (“Lessor”) and XENCOR, INC. (“Lessee”).
