Immunome, Inc. 10,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • February 14th, 2024 • Immunome Inc. • Pharmaceutical preparations • New York
Immunome, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“JPM”), Cowen and Company LLC (“Cowen”), Leerink Partners LLC (“Leerink Partners”) and Guggenheim Securities, LLC are acting as representatives (each, a “Representative” and together, the “Representatives”), an aggregate of 10,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,500,000 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. In the event th
Form Of INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _______, 2020 between Immunome, Inc., a Delaware corporation (the “Company”), and _____________________________________ (“Indemnitee”).
Immunome, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________ Immunome, Inc. Form of Preferred Stock Warrant AgreementPreferred Stock Warrant Agreement • February 13th, 2024 • Immunome Inc. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Immunome, 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”).
Immunome, Inc. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________ Immunome, Inc. Form of Common Stock Warrant AgreementCommon Stock Warrant Agreement • February 13th, 2024 • Immunome Inc. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Immunome, 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”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • October 1st, 2021 • Immunome Inc. • Pharmaceutical preparations • New York
MORPHIMMUNE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2023 • Immunome Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of __________, and is between Morphimmune Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and __________ (“Indemnitee”).
Immunome, Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________ Immunome, Inc. Form of Debt Securities Warrant AgreementDebt Securities Warrant Agreement • February 13th, 2024 • Immunome Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [·], between Immunome, 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”).
MORPHIMMUNE INC.Stock Option Agreement • August 8th, 2023 • Immunome Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the 2020 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among: IMMUNOME, INC., a Delaware corporation; IBIZA MERGER SUB, INC., a Delaware corporation; and MORPHIMMUNE INC., a Delaware corporation Dated as of June 29, 2023Merger Agreement • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations • Delaware
Immunome, Inc. [●] Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • New York
Immunome, Inc., a corporation organized under the laws of Delaware (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. and Chardan Capital Markets, LLC are acting as representatives (the “Representatives”), [●] shares of common stock, $0.0001 par value per share (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shal
Immunome, Inc. $200,000,000 SALES AGREEMENTSales Agreement • May 14th, 2024 • Immunome Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2021 • Immunome Inc. • Pharmaceutical preparations • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on September 24 , 2020 (the “Execution Date”) by and between Sandra G. Stoneman (“Executive”) and lmmunome, Inc. (the “Company”).
SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK OF IMMUNOME, INC.Warrant Agreement • April 26th, 2021 • Immunome Inc. • Pharmaceutical preparations • New York
This Series B Warrant (the “Warrant”) is issued by Immunome, Inc., a Delaware corporation (the “Company”), to [________] (including any successors or assigns, the “Holder”), and is subject to the terms and conditions set forth below. The Warrant is being issued pursuant to a Warrant Agreement between the Company and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated as of [__], 2021, among the Company and the purchasers signatory thereto (the “Purchase Agreement”).
May 24, 2024 Phil Tsai Re:Immunome, Inc. Employment Offer Dear Phil:Employment Agreement • August 12th, 2024 • Immunome Inc. • Pharmaceutical preparations
On behalf of Immunome, Inc. (the “Company”), I am pleased to offer you employment as Chief Technical Officer of the Company. The purpose of this letter agreement is to set forth the terms of the offer and your employment should you accept the offer. Certain capitalized terms are defined in Section 11 below.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2020 • Immunome Inc. • Pharmaceutical preparations • Pennsylvania
This Amended and Restated Employment Agreement (the “Agreement”) is entered into effective as of, and contingent upon, the closing of the Company’s initial public offering (the “Effective Date”), by and between Purnanand Sarma, PhD (“Executive”) and Immunome, Inc. (the “Company”).
Immunome Exclusively Licenses Zentalis ROR1 Antibody-Drug Conjugate and Proprietary Technology Platform - Exclusive worldwide license agreement for preclinical ROR1 ADC, on track to submit IND in 1Q 2025 - - Proprietary ADC platform enhances...Exclusive License Agreement • January 8th, 2024 • Immunome Inc. • Pharmaceutical preparations
Bothell, WA, San Diego, CA and New York, NY – January 8, 2024 – Immunome, Inc. (Nasdaq: IMNM) and Zentalis® Pharmaceuticals, Inc. (Nasdaq: ZNTL), today announced that they have entered into an exclusive, worldwide license agreement under which Immunome has licensed from Zentalis ZPC-21, a preclinical ROR1 antibody-drug conjugate (ADC) with best-in-class potential on track for IND submission in 1Q 2025, and Zentalis’ proprietary ADC platform technology.
October 2, 2023 By Hand and Email Dennis Giesing dhgiesing@gmail.com Re:Separation Agreement Dear Dennis:Separation Agreement • March 28th, 2024 • Immunome Inc. • Pharmaceutical preparations
This letter agreement (“Agreement”) sets forth the agreement concerning the end of your employment with Immunome, Inc. (the “Company”). Payment and provision of the Severance Benefits (defined below) is contingent on your agreement to and compliance with the terms of this Agreement. Terms not defined herein shall have the meaning set forth in the employment offer letter dated March 4, 2021 (the “Employment Agreement”), as applicable.
ContractLicense Agreement • March 26th, 2024 • Immunome Inc. • Pharmaceutical preparations • Delaware
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
SUPPORT AGREEMENTSupport Agreement • February 6th, 2024 • Immunome Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made as of February 5, 2024, by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Immunome, Inc., a Delaware corporation (“Purchaser”), and the Person or Persons set forth on the signature page hereto (“Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
May 30, 2019 Purnanand Sarma, PhD Re: Immunome, Inc. Employment Offer Dear Purnanand:Employment Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Pennsylvania
On behalf of Immunome, Inc. (the “Company”), I am pleased to offer you employment as President and Chief Executive Officer, reporting to the Board of Directors (the “Board”). The purpose of this letter agreement is to set forth the terms of the offer. Certain capitalized terms are defined in Section 12 of this letter agreement.
SUPPORT AGREEMENTSupport Agreement • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made as of June 29, 2023, by and between Morphimmune Inc., a Delaware corporation (the “Company”), and the Person or Persons set forth on Schedule A hereto (“Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Pennsylvania
AMENDMENT TO EMPLOYMENT AGREEMENT dated as of August 5, 2020 between Immunome, Inc., a Delaware corporation (the “Company”), and Purnanand Sarma (the “Executive”).
ASSET PURCHASE AGREEMENT by and between Ayala Pharmaceuticals, Inc. and Immunome, Inc. Dated as of February 5, 2024Asset Purchase Agreement • February 6th, 2024 • Immunome Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”) is made as of February 5, 2024 (the “Agreement Date”), by and between Ayala Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Immunome, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations • Washington
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 28, 2023 between Immunome, Inc., a Delaware corporation (the “Company”), and Clay B. Siegall, Ph.D. (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
IMMUNOME, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 18th day of November, 2015 by and among Immunome, Inc., a Pennsylvania corporation (the “Company”), the investors signing counterpart signature pages hereto (each a “Purchaser” and together the “Purchasers”).
Re: Immunome, Inc. Employment OfferEmployment Agreement • April 20th, 2021 • Immunome Inc. • Pharmaceutical preparations • Pennsylvania
On behalf of Immunome, Inc. (the “Company”), I am pleased to offer you employment as Chief Financial Officer of the Company. The purpose of this letter agreement is to set forth the terms of the offer and your employment should you accept the offer. Certain capitalized terms are defined in Section 11 below.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (the “Agreement”) is entered into on October 15, 2019 (the “Effective Date”) between PH Pharma Co Ltd., a Korean corporation with a place of business at 9th Fl., The K-Twin Towers A, 50 Jongno 1-gil, Jongno-gu, Seoul, Korea (“PHP”), and Immunome, Inc., a Delaware corporation with a place of business at 665 Stockton Drive, Suite 300, Exton, PA 19341 (“Immunome”). PHP and Immunome are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of June 29, 2023, by and between Immunome, Inc., a Delaware corporation (“IMNM”), and each of the undersigned investors (each an “Investor”), in connection and concurrently with the Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof, the “Merger Agreement”), by and among IMNM, Ibiza Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of IMNM (“Merger Sub”), and Morphimmune Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving the merger and becoming a direct, wholly owned subsidiary of IMNM, on the terms and subject to the conditions therein (the “Merger”).
IMMUNOME, INC. CONSULTING AGREEMENTConsulting Agreement • December 29th, 2023 • Immunome Inc. • Pharmaceutical preparations • Pennsylvania
CONSULTING AGREEMENT (“Agreement”) effective as of January 2, 2024 (the “Effective Date”) between Immunome, Inc., a Delaware corporation (the “Company”), and the undersigned consultant to the Company (the “Consultant”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
This Exclusive License Agreement (“Agreement”) is made effective as of the 28th day of June, 2019 (“Effective Date”), by and between Arrayjet Limited, a company incorporated in Scotland with registered number SC209936 and having its registered office at Stobo House, Pentlandfield, Roslin, Midlothian, EH25 9RE (“ARRAYJET”), and Immunome, Inc., a corporation organized and existing under the laws of the State of Delaware, USA with an address at 665 Stockton Drive, Suite 300, Exton, PA 19341 (“Licensee”).
MorphImmune Inc.Employment Agreement • August 25th, 2023 • Immunome Inc. • Pharmaceutical preparations
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2024 • Immunome Inc. • Pharmaceutical preparations • Washington
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 1, 2023 (the “Effective Date”) by and between Immunome, Inc., a Delaware corporation (the “Company”), and Clay B. Siegall, Ph.D., an individual resident in the State of Washington (the “Executive”) (the Company and the Executive are hereinafter sometimes individually referred to as a “Party” and together referred to as the “Parties”).
AMENDMENT #2 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 16th, 2023 • Immunome Inc. • Pharmaceutical preparations
AMENDMENT #2 TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment #3”) dated as of December 30, 2022 between Immunome, Inc. (the “Company”) and Arrayjet Limited (the “Arrayjet”).
MASTER SPONSORED RESEARCH AGREEMENTMaster Sponsored Research Agreement • August 8th, 2023 • Immunome Inc. • Pharmaceutical preparations • Indiana
This Master Sponsored Research Agreement (“Agreement”), made as of February 1, 2022 (“Effective Date”), by and among MorphImmune, Inc (“COMPANY” or “Sponsor” or “Company”), a corporation having its principal place of business at 1281 Win Hentschel Blvd. Suite 1300, West Lafayette, IN 47906; Purdue Research Foundation (“PRF”) 1281 Win Hentschel Blvd., West Lafayette, Indiana 47906; and Purdue University (“Purdue” or “University”), 610 Purdue Mall, West Lafayette, Indiana 47907-2040, (each a “Party” and collectively, the “Parties”).
ContractOther Transaction Authority Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IMMUNOME, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO IMMUNOME, INC. IF PUBLICLY DISCLOSED.
