FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 20th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 20[ ], by and between BIND Therapeutics, Inc. (the “Company”) and [ ] (“Indemnitee”).
BIND THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • October 1st, 2014 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
BIND Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
BIND Therapeutics, Inc. 3,739,130 Units Each Consisting of One Share of Common Stock and 0.60 of a Warrant to Purchase One Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2015 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
—] Shares BIND Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 5th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
LEASE by and between BMR-325 VASSAR STREET LLC, a Delaware limited liability company and BIND BIOSCIENCES, INC., a Delaware corporationLease • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations
IN WITNESS WHEREOF, Tenant has executed this Acknowledgment of Term Commencement Date and Term Expiration Date as of the date first written above.
WARRANT AGREEMENTWarrant Agreement • May 7th, 2015 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT (this “Agreement”) is dated February 10, 2015, between BIND Therapeutics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED CONSULTING AGREEMENT (Omid Farokhzad)Consulting Agreement • September 5th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This Amended and Restated Consulting Agreement dated as of July 12, 2007 (this “Agreement”), is made by and between BIND Biosciences, Inc., a Delaware corporation (the “Company”), and Omid Farokhzad (the “Consultant”).
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUBJECT TO SECTION 6 BELOW, NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144...Warrant Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase eight thousand (8,000) shares of fully paid and nonassessable Series B Convertible Preferred Stock of BIND Biosciences, Inc., a DE corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series B Convertible Preferred Stock, $0.0001 par value per share, and any stock into which such Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged.
ContractWarrant Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THIS WARRANT.
MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND BIND BIOSCIENCES, INC. EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • September 5th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and BIND Biosciences, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 101 Binney Street, Cambridge, MA 02142.
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 5th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
This Fourth Amended and Restated Investors’ Rights Agreement dated as of November 7, 2011 (this “Agreement”), is made by and among BIND Biosciences, Inc., a Delaware corporation (the “Company”); the persons and entities listed on Schedule A (each a “Purchaser,” and collectively, the “Purchasers”); the persons and entities listed on Schedule B (collectively, the “Licensor Stockholders”); the entities listed on Schedule C (the “Founder Trusts”) and Omid Farokhzad, Paul Goldenheim and Robert S. Langer, Jr. (each individually a “Founder,” collectively the “Founders,” and together with the Licensor Stockholders and the Founder Trusts, the “Initial Stockholders”).
FOURTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • September 5th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
This Fourth Amended and Restated Voting Agreement dated as of November 7, 2011 (this “Agreement”) is made by and among BIND Biosciences, Inc., a Delaware corporation (the “Company”); the persons and entities listed on Schedule A (each a “Purchaser” and collectively, the “Purchasers”); Omid Farokhzad, Paul Goldenheim and Robert S. Langer, Jr. (each, a “Founder,” and collectively, the “Founders”); the persons listed on Schedule B (collectively, the “Executive Officers”); and the persons listed on Schedule C (the “Other Stockholders”). The Purchasers, the Founders, the Executive Officers and the Other Stockholders are (together with and any other persons or entities that become parties to this Agreement after the date hereof in accordance with Section 12.8 or 12.9 hereof) referred to in this Agreement individually as a “Stockholder” and collectively as the “Stockholders.”
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Delaware
This Amended and Restated License Agreement (this “Agreement”), effective as of 19 April, 2013 (the “Effective Date”), and restated as of June 12, 2013, is made by and between BIND Therapeutics, Inc., a Delaware corporation (“BIND”), and AstraZeneca AB (publ), a company incorporated in Sweden under no 556011-7482 with offices at S-151 85 Södertälje, Sweden (“AstraZeneca”). BIND and AstraZeneca are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENT BY AND BETWEEN PFIZER, INC. as Purchaser, and BIND THERAPEUTICS, INC. as Seller Dated as of July 1, 2016Asset Purchase Agreement • July 28th, 2016 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 1, 2016 (the “Execution Date”), is made and entered into by and among PFIZER, INC., a Delaware corporation (“Purchaser”), and BIND THERAPEUTICS, INC., a Delaware corporation (“Seller”). Certain capitalized terms used herein are defined in Article I.
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”) is effective as of January 7, 2013 (the “Effective Date”), and is restated as of June 10, 2013, by and between BIND Biosciences, Inc., a Delaware corporation (“BIND”), and Amgen Inc., a Delaware corporation (“Amgen”). BIND and Amgen are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
THIS AGREEMENT (the “Agreement”) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), and BIND Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware, and with principal offices located in 64 Sidney Street, Cambridge, Massachusetts 02139 (“LICENSEE”) shall be effective on the date of final execution below (“EFFECTIVE DATE”).
AMENDED AND RESTATED RESEARCH, OPTION AND LICENSE AGREEMENTResearch, Option and License Agreement • August 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY BIND BIOSCIENCES, INC. JHU Ref: # [***]Exclusive License Agreement • August 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and BIND Biosciences, Inc., a Delaware corporation (hereinafter the “Company”), having an address at 101 Binney Street, Cambridge, MA 02142, with respect to the following:
CONSULTING AGREEMENTConsulting Agreement • January 17th, 2014 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (together with its attachments, this “Agreement”) made as of the date written above (the “Effective Date”) is between BIND Therapeutics, Inc., a Delaware corporation having an address at 325 Vassar St, Cambridge, MA 02139; (“BIND”) and the consultant named on the signature page (“Consultant”). BIND desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to BIND, all as provided in this Agreement.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of June 12, 2013 (the “Effective Date”), is entered into by and between BIND THERAPEUTICS, INC., a Delaware corporation, and each of subsidiaries that execute a Joinder Agreement from time to time, (individually, a “Borrower” and, collectively, the “Borrowers”), and HERCULES TECHNOLOGY III, L.P., a Delaware limited partnership (the “Lender”).
July 29, 2016 Andrew Hirsch President and CEO BIND Therapeutics, Inc.Engagement Agreement • August 2nd, 2016 • Dnib Unwind, Inc. • Pharmaceutical preparations • Delaware
Confidential Treatment Requested by BIND Therapeutics, Inc. THIRD AMENDMENT TO THE RESEARCH, OPTION AND LICENSE AGREEMENTResearch, Option and License Agreement • December 17th, 2015 • BIND Therapeutics, Inc • Pharmaceutical preparations
This THIRD AMENDMENT TO THE RESEARCH, OPTION AND LICENSE AGREEMENT (this “Amendment”) is entered into as of December 8, 2015 (the “Third Amendment Effective Date”), by and between BIND Therapeutics, Inc. (as successor in interest to BIND Biosciences, Inc.) (“BIND”) and Pfizer Inc. (“Pfizer”) and amends that certain Research, Option and License Agreement between BIND Biosciences, Inc. and Pfizer, dated as of March 25, 2013 (the “Agreement”) and amended and restated as of June 12, 2013 and March 31, 2015. Capitalized terms used herein without definition herein shall have the meaning given such terms in the Agreement.
BIND THERAPEUTICS, INC.Waiver of Director Compensation • August 7th, 2014 • BIND Therapeutics, Inc • Pharmaceutical preparations
This letter agreement confirms the understanding of BIND Therapeutics, Inc. (the “Company”) that you desire to waive all compensation payable to you by the Company for your service as a member of the Company’s board of directors (the “Board”) or any committee of the Board during the period commencing on the closing date of the initial public offering of the Company’s capital stock and ending on the date you provide written notice of revocation to the Company as set forth below (the “Waiver Period”). Consequently, the Company will not pay to you, and you will not be entitled to receive, any compensation for your services as a member of the Board or any committee of the Board during the Waiver Period, whether in cash, equity or property and whether under the Company’s non-employee director compensation program or otherwise. You may revoke the foregoing waiver at any time by delivering written notice of revocation to the Company’s Chief Financial Officer, provided that any such revocation
CONSULTING AGREEMENT (Robert S. Langer, Jr.)Consulting Agreement • September 5th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement dated as of October 31, 2006 (this “Agreement”), is made by and between BIND Biosciences, Inc., a Delaware corporation (the “Company”), and Robert S. Langer, Jr. (the “Consultant”).
Separation Agreement and ReleaseSeparation Agreement and Release • March 10th, 2015 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This Separation Agreement and Release (“Agreement”) is made by and between Scott Minick (“Executive”) and BIND Therapeutics, Inc. (the “Company”) as of the Effective Date defined below.
ContractWarrant Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THIS WARRANT.
BIND Therapeutics, Inc. 325 Vassar Street Cambridge, MA 02139 www.bindtherapeutics.com phone 617.491.3400 fax 617.491.0351License Agreement • December 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations
Re: Amendment No. 1 to the Amended and Restated License Agreement by and between BIND Therapeutics, Inc. (“BIND”) and Amgen, Inc. (“Amgen”) dated June 10, 2013.
BIND THERAPEUTICS, INC. OMNIBUS AMENDMENT TO STOCK OPTION AGREEMENTSStock Option Agreement • January 17th, 2014 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This OMNIBUS AMENDMENT TO STOCK OPTION AGREEMENTS (the “Amendment”), is made effective as of January 13, 2014, by and between BIND Therapeutics, Inc., a Delaware corporation (the “Company”), and Greg Berk (the “Participant”). Except as set forth in this Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s 2006 Stock Incentive Plan (as amended, the “Plan”).
ContractWarrant Agreement • January 23rd, 2015 • BIND Therapeutics, Inc • Pharmaceutical preparations • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THIS WARRANT.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made this 28th day of June, 2013 is entered into by BIND Therapeutics, Inc. (f/k/a BIND Biosciences, Inc.), a Delaware corporation (the “Company”), and Daniel S. Lynch, an individual residing at 7 Calhoun Drive, Greenwich, Connecticut 06831 (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made this 28th day of June, 2013 is entered into by BIND Therapeutics, Inc. (f/k/a BIND Biosciences, Inc.), a Delaware corporation (the “Company”), and Daniel S. Lynch, an individual residing at 7 Calhoun Drive, Greenwich, Connecticut 06831 (the “Executive”).
FIRST AMENDMENT TO LEASELease • August 7th, 2014 • BIND Therapeutics, Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 26 day of June, 2014, by and between BMR-325 VASSAR STREET LLC, a Delaware limited liability company (“Landlord”), and BIND THERAPEUTICS, INC., a Delaware corporation (“Tenant,” formerly known as Bind Biosciences, Inc.).
CONSULTING AGREEMENT (Robert S. Langer, Jr.)Consulting Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement dated as of October 31, 2006 (this “Agreement”), is made by and between BIND Biosciences, Inc., a Delaware corporation (the “Company”), and Robert S. Langer, Jr. (the “Consultant”).
CONSULTING AGREEMENTConsulting Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (together with its attachments, this “Agreement”) made as of the date written above (the “Effective Date”) is between BIND Biosciences, Inc., a Delaware corporation having an address at 325 Vassar St, Cambridge, MA 02139; (“BIND”) and the consultant named on the signature page (“Consultant”). BIND desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to BIND, all as provided in this Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 23rd, 2015 • BIND Therapeutics, Inc • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of January 23, 2015, by and between HERCULES TECHNOLOGY III, L.P. (“Lender”) and BIND THERAPEUTICS, INC. (“Borrower”).
