SELECTA BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[16] between Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT SELECTA BIOSCIENCES, INC.Common Stock Purchase Warrant • April 7th, 2022 • Selecta Biosciences Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on April 11, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Selecta Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 6th, 2020 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
Selecta Biosciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2020 • Selecta Biosciences Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of August 31, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and SELECTA BIOSCIENCES, INC., a Delaware corporation with offices located at 65 Grove Street, Suite 101, Watertown, MA 02472 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2019 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2024 • Cartesian Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of July 2, 2024, by and among Cartesian Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Employment AgreementEmployment Agreement • April 1st, 2024 • Cartesian Therapeutics, Inc. • Pharmaceutical preparations • Maryland
This Employment Agreement (this “Agreement”), dated as of March 26, 2024, is made by and between Cartesian Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Christopher Jewell (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”), and effective as of March 26, 2024 (the “Effective Date”).
Selecta Biosciences, Inc. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • October 25th, 2021 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 13th, 2017 • Selecta Biosciences Inc • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 12, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and SELECTA BIOSCIENCES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • November 13th, 2023 • Selecta Biosciences Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 13, 2023, by and among SELECTA BIOSCIENCES, INC., a Delaware corporation (“Parent”), SAKURA MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), SAKURA MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and CARTESIAN THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
LEASE AGREEMENTLease Agreement • March 7th, 2024 • Cartesian Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT is made as of this 11th day of May, 2018, between 704 Quince Orchard Owner, LLC, a Delaware limited liability company ("Landlord"), and Cartesian Therapeutics, Inc., a Delaware Corporation ("Tenant").
EMPLOYMENT AGREEMENT (Earl E. Sands)Employment Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”) dated as of July 1, 2015 (the “Effective Date”), is made by and between Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and Earl E. Sands (“Executive”).
CONSULTING AGREEMENT (Robert S. Langer, Jr.)Consulting Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement dated as of March 10, 2008 (this “Agreement”), is made by and between Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and Robert S. Langer, Jr. (the “Consultant”).
Employment AgreementEmployment Agreement • June 8th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of June 6, 2016, is made by and between Selecta Biosciences, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Peter Keller, M.Sci. (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
LEASELease Agreement • November 8th, 2019 • Selecta Biosciences Inc • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 23rd day of July, 2019 (the “Execution Date”), by and between BRE-BMR Grove LLC, a Delaware limited liability company (“Landlord”), and Selecta Biosciences, Inc., a Delaware corporation (“Tenant”).
Employment AgreementEmployment Agreement • November 9th, 2021 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of September 3, 2021, is made by and between SELECTA BIOSCIENCES, INC., a Delaware corporation (together with any successor thereto, the “Company”), and KEVIN TAN (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”), and effective as of September 20, 2021 (the “Effective Date”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 31, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender, PACIFIC WESTERN BANK, a California state chartered bank with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank”) (each a “Lender” and collectively, the “Lenders”), and SELECTA BIOSCIENCES, INC., a Delaware corporation, with offices located at 480 Arsenal St., Bldg. 1, Watertown, MA 02472 (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of August 9, 2013 by and am
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2019 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 23, 2019 by and among Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated December 18, 2019, by and among the Company and the Investors identified on Exhibit A attached thereto (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2023 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 13, 2023, by and among SELECTA BIOSCIENCES, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCommon Stock Purchase Warrant • March 2nd, 2023 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
Selecta Biosciences, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [●], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on December 23, 2024 shares of Common Stock, $0.0001 par value per share, of the Company (“Common Stock”), at a purchase price of $1.46 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of the Common Stock Purchase Warrants (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of December 18, 2019, by and among the Company and each of the investo
AMENDED & RESTATED LICENSE AGREEMENTLicense Agreement • August 11th, 2017 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
This Amended & Restated License Agreement (the “Agreement”), dated as of 31 May, 2017 (the “Effective Date”), is made by and between Shenyang Sunshine Pharmaceutical Co., Ltd., a Chinese Corporation, with an address at No. 3 A1 Road 10, Shenyang Economic and Technology Development Zone, Shenyang, China 110027 and its affiliates (“3SBio”), and Selecta Biosciences, Inc., a Delaware corporation, with an address at 480 Arsenal Street, Building One, Watertown, MA 02472 (“Selecta”). 3SBio and Selecta are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
Employment AgreementEmployment Agreement • November 8th, 2019 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of August 12, 2019, is made by and between SELECTA BIOSCIENCES, INC., a Delaware corporation (together with any successor thereto, the “Company”), and Bradford D. Dahms. (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”), and effective as of September 3, 2019 (the “Effective Date”).
SELECTA BIOSCIENCES, INC. INDEPENDENT DIRECTOR CONSULTING AGREEMENT (George R. Siber, M.D.)Independent Director Consulting Agreement • June 8th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Independent Director Consulting Agreement (this “Agreement”) dated as of May 5, 2009 (the “Effective Date”), is made by and between Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and George R. Siber, M.D. (the “Consultant”).
ContractWarrant Agreement • March 30th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2017 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2017 by and among Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This MANUFACTURING SERVICES AGREEMENT (“Agreement”), dated as of August 1, 2014 (the “Effective Date”), by and between Shenyang Sunshine Pharmaceutical Co., Ltd., a Chinese Corporation, with an address at No. 3 A1 Road 10, Shenyang Economic and Technology Development Zone, Shenyang, China 110027 (“3SBio”), and Selecta Biosciences, Inc., a Delaware corporation, with an address at 480 Arsenal Street, Building One, Watertown, MA 02472 (“Selecta”). 3SBio and Selecta are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties”.
PATENT CROSS-LICENSE AGREEMENTPatent Cross-License Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
THIS PATENT CROSS-LICENSE AGREEMENT (“Agreement”) is entered into as of this 18th day of December, 2008 (the “Effective Date”) by and between BIND Biosciences Inc., a Delaware corporation, with a principal place of business at 101 Binney Street, Cambridge, Massachusetts 02142 (“BIND”) and Selecta Biosciences, Inc., a Delaware corporation, with a principal place of business at 480 Arsenal Street, Building One, Watertown, Massachusetts 02472 (“Selecta”), each of BIND and Selecta being a “Party” and collectively being the “Parties.”
Transition Agreement and ReleaseTransition Agreement and Release • June 25th, 2020 • Selecta Biosciences Inc • Pharmaceutical preparations
This Transition Agreement and Release (“Agreement”) is made by and between ELONA KOGAN, J.D. (“Executive”) and SELECTA BIOSCIENCES, INC. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of June 25, 2020 (the “Effective Date”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
LICENSE AND RESEARCH COLLABORATION AGREEMENT BETWEEN SELECTA BIOSCIENCES, INC. AND SANOFI DATED AS OF NOVEMBER 27, 2012License and Research Collaboration Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
THIS LICENSE AND RESEARCH COLLABORATION AGREEMENT (this “Agreement”), dated as of November 27, 2012, is between SELECTA BIOSCIENCES, INC., a company duly organized and existing under the laws of the State of Delaware, with a principal place of business at 480 Arsenal Street, Building One, Watertown, MA 02472, for and on behalf of itself and its Affiliates (together with its Affiliates, collectively “Selecta”), and SANOFI, a société anonyme duly organized and validly existing under the laws of the Republic of France, having its principal executive offices located at 54 rue La Boétie, 75008 Paris, France, for and on behalf of itself and its Affiliates (together with its Affiliates, collectively “Sanofi”).
TO THE LICENSE AND RESEARCH COLLABORATION AGREEMENTSupplemental Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This Supplemental Agreement No. 1 (“Supplement No. 1”) to the License and Research Collaboration Agreement dated November 27, 2012 (the “License Agreement”) is entered into as of May 7, 2015 (the “Supplement Effective Date”) by and between SELECTA BIOSCIENCES, INC. (“Selecta”), and SANOFI (“Sanofi”). Selecta and Sanofi shall be individually referred to as a “Party” and collectively as the “Parties.”
Re: M.I.T. - Selecta Biosciences, Inc. Exclusive Patent License Agreement,Exclusive Patent License Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This letter amendment (“Letter Amendment”) is in reference to the Exclusive Patent License Agreement by and between the Massachusetts Institute of Technology (“MIT”) and Selecta Biosciences, Inc. (“Selecta”), effective November 25, 2008, as amended by a First Amendment dated January 12, 2010, (the “MIT License Agreement”). Capitalized terms that are used but not otherwise defined herein shall have the meanings given to such terms in the MIT License Agreement.
LICENSE AND OPTION AGREEMENT by and between SPARK THERAPEUTICS, INC. and SELECTA BIOSCIENCES, INC. December 2, 2016License and Option Agreement • February 14th, 2017 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
This License and Option Agreement (hereinafter “Agreement”), effective as of December 2, 2016 (the “Effective Date”), is made by and between Spark Therapeutics, Inc., a Delaware corporation with corporate offices at 3737 Market Street, Suite 1300, Philadelphia, PA 19104 (“Spark”) and Selecta Biosciences, Inc., a Delaware corporation with corporate offices at 480 Arsenal Street, Building One, Watertown, MA 02472 (“Selecta”) (each, a “Party” and collectively, the “Parties”).
SANOFILetter Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This letter agreement (“Letter Agreement”) confirms the understanding between the Massachusetts Institute of Technology (“M.I.T.”), Selecta Biosciences, Inc. (“Selecta”) and Sanofi (“Sanofi”) with respect to certain rights of M.I.T. that M.I.T. has licensed to Selecta pursuant to that certain Exclusive Patent License Agreement between M.I.T. and Selecta dated as of November 25, 2008, as may be amended pursuant to its terms (“M.I.T. Agreement”), and that, in turn, Selecta has sublicensed to Sanofi pursuant to that certain License and Research Collaboration Agreement between Selecta and Sanofi dated November 27, 2012 (“Sanofi Agreement”). Sanofi, Selecta and M.I.T. are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENTExclusive Patent License Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This First Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement effective November 25, 2008 (“LICENSE AGREEMENT”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Selecta Biosciences, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 480 Arsenal Street, Building One, Watertown, MA 02472.
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 8th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
This Fifth Amended and Restated Investors’ Rights Agreement dated as of August 26, 2015 (this “Agreement”), is made by and among: (i) Selecta Biosciences, Inc., a Delaware corporation (the “Company”); (ii) the holders of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share, (the “Series C Preferred Stock”), the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share, (the “Series E Preferred Stock” and, collectively with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock and the Series D Preferred Stock, the “Senior Preferred Stock”), and the Company’s Series SRN
