Adaptive Biotechnologies Corporation Common Stock Underwriting AgreementUnderwriting Agreement • June 17th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • New York
Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of the common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ContractAdaptive Biotechnologies Corp • May 30th, 2019 • Biological products, (no disgnostic substances) • 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LEASE AGREEMENTLease Agreement • August 7th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this 2nd day of August, 2019, between ARE-SEATTLE NO. 12, LLC, a Delaware limited liability company (“Landlord”), and ADAPTIVE BIOTECHNOLOGIES CORPORATION, a Washington corporation (“Tenant”).
ADAPTIVE BIOTECHNOLOGIES CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • May 30th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • Washington
This Indemnification Agreement (the “Agreement”) is entered into on , 20 , between Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), and the undersigned officer and/or director of the Company (“Indemnitee”), for good and valuable consideration as set forth below.
REVENUE INTEREST PURCHASE AGREEMENT dated as of September 12, 2022 among ADAPTIVE BIOTECHNOLOGIES CORPORATION, the Purchasers from time to time party hereto and ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP, as Purchaser AgentRevenue Interest Purchase Agreement • September 12th, 2022 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • New York
— 1551 Eastlake Ave E, Ste 200 Seattle, WA 98102 206.659.0067 adaptivebiotech.comEmployment Agreement • May 30th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances)
This letter agreement (this “Agreement”) confirms the terms of your employment with Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”).
Underwriting AgreementUnderwriting Agreement • July 16th, 2020 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • New York
Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc. are acting as representatives (the “Representatives”), and that certain shareholder of the Company named in Schedule I hereto (the “Selling Shareholder”) proposes, subject to the terms and conditions stated in this Agreement, to sell to the several Underwriters, an aggregate of 8,000,000 shares of the common stock, par value $0.0001 per share (“Stock”), of which 6,000,000 shares of Stock are to be issued and sold by the Company and 2,000,000 shares of Stock are to be sold by the Selling Shareholder. The Company also proposes to issue and sell to the several Underwriters, at the election of the Underwriters, up to 1,200,000 ad
— 1551 Eastlake Ave E, Ste 200 Seattle, WA 98102 206.659.0067 adaptivebiotech.comLetter Agreement • May 30th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • Washington
This letter agreement (this “Agreement”) confirms the terms of your severance rights in connection with your employment with Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), and supplements that certain letter agreement regarding your employment with the Company dated on or about May 1, 2019 (the “Employment Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement.
— 1551 Eastlake Ave E, Ste 200 Seattle, WA 98102 206.659.0067 adaptivebiotech.comLetter Agreement • May 30th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • Washington
This letter agreement (this “Agreement”) confirms the terms of your severance rights in connection with your employment with Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), and supplements that certain letter agreement regarding your employment with the Company dated on or about May 1, 2019 (the “Employment Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement.
— 1551 Eastlake Ave E, Ste 200 Seattle, WA 98102 206.659.0067 adaptivebiotech.comLetter Agreement • May 30th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • California
This letter agreement (this “Agreement”) confirms the terms of your severance rights in connection with your employment with Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), and supplements that certain letter agreement regarding your employment with the Company dated on or about the date hereof (the “Employment Offer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Employment Offer.
MICROSOFT ARTIFICIAL INTELLIGENCE & RESEARCH GROUP STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • May 8th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances)
This Strategic Collaboration Agreement (this “Agreement”) is made and entered into as of the last signature date written below (the “Effective Date”) by and between Microsoft Corporation, a Washington corporation having its principal place of business at One Microsoft Way, Redmond, Washington, USA 98052 (“Microsoft“) and Adaptive Biotechnologies Corporation, a company having its principal place of business at 1551 Eastlake Ave E, Seattle, WA 98102 (“Adaptive”). Microsoft and Adaptive are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • May 8th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances)
This Master Collaboration Agreement (this “Agreement”) is made effective as of July 10, 2015 by and between ADAPTIVE BIOTECHNOLOGIES CORPORATION, a Washington corporation (“Adaptive”), and Adaptimmune Limited, a limited company formed under the laws of England and Wales (“Collaborator” and together with Adaptive, the “Parties”).
ADAPTIVE BIOTECHNOLOGIES CORPORATION SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 30, 2019Investors’ Rights Agreement • May 30th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • Washington
THIS SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of May 30, 2019, by and between (i) Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), (ii) each of the investors listed on Schedule A hereto, each of whom is referred to in this Agreement as an “Investor,” and (iii) solely for purposes of Sections 5 and 6 hereof, each of Chad Robins and Harlan Robins and their permitted transferees (the “Key Holders”).
STRATEGIC COLLABORATION AND LICENSE AGREEMENTStrategic Collaboration and License Agreement • May 30th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • New York
Master Terms and Conditions of Sale (Illumina Advantage Products)Master Terms and Conditions of Sale • June 17th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • California
These MASTER TERMS AND CONDITIONS OF SALE (these “Terms”) are entered into effective as of May 28, 2019 (the “Effective Date”) by and between Illumina, Inc., a Delaware corporation with a business address at 5200 Illumina Way, San Diego, California 92122 (together with its Affiliates, “Illumina”), and Adaptive Biotechnologies Corporation, a Washington corporation with a business address at 1551 Eastlake Avenue East, Suite 200, Seattle, Washington 98102 (together with its Affiliates, “Adaptive”). Illumina and Adaptive are collectively referred to as the “Parties”, and each individually as a “Party”. For purposes of these Terms, the term “Affiliate” means, with respect to a Party, any entity directly controlling, controlled by, or under common control with such Party, for only so long as that control exists. For purposes of this definition, “control” means (a) in the case of a corporate entity, direct ownership of at least fifty percent of the stock or shares having the right to vote (or
ADAPTIVE BIOTECHNOLOGIES CORPORATION RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • February 24th, 2021 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • Washington
Adaptive Biotechnologies Corporation has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Adaptive Biotechnologies Corporation 2019 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award
May 8, 2019 Viking Global Equities II LP Viking Global Equities Master Ltd. Viking Global Opportunities Illiquid Investments Sub-Master LP Viking Long Fund Master Ltd. Greenwich, CT 06830 Attention: Katerina Novak Email: legalnotices@vikingglobal.com...Adaptive Biotechnologies Corp • May 30th, 2019 • Biological products, (no disgnostic substances)
Reference is made to that certain letter agreement regarding standstill and support obligations by and among Viking Global Equities LP, Viking Global Equities II LP, VGE III Portfolio Ltd. and Viking Long Fund Master Ltd. (the “Viking Purchasers”) and Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), dated as of December 11, 2017 (the “Original Letter”), which the Viking Purchasers and the Company entered into in connection with their execution of that certain Series F-1 Preferred Stock Agreement dated as of December 11, 2017 (the “Series F-1 Purchase Agreement”).
— 1551 Eastlake Ave E, Ste 200 Seattle, WA 98102 206.659.0067 adaptivebiotech.comAdaptive Biotechnologies Corp • May 30th, 2019 • Biological products, (no disgnostic substances)
On behalf of Adaptive Biotechnologies Corporation (the “Company”), I am pleased to offer you the following protections in case of a Change in Control (as defined in the Company’s 2009 Equity Incentive Plan, as amended, the “Plan”). In the event of a Change in Control, and provided you are then providing Service (as defined in the Plan), all stock options or other equity granted to you under the Plan, the Company’s 2019 Equity Incentive Plan and/or other equity incentive plans or programs established by the Company, which are unvested as of the date of such Change in Control shall become immediately vested in full immediately prior to the consummation of the Change in Control.
ADAPTIVE BIOTECHNOLOGIES CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • February 24th, 2021 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • Washington
Adaptive Biotechnologies Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Adaptive Biotechnologies Corporation 2019 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to t
Adaptive Biotechnologies Corporation Common Stock Underwriting AgreementUnderwriting Agreement • January 22nd, 2020 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • New York
The shareholders named in Schedule I hereto (the “Selling Shareholders”) of Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), propose, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of [●] shares (the “Firm Shares”) of the common stock, par value $0.0001 per share (“Stock”), of the Company and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Stock. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
Certain information has been excluded from this exhibit because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.Development and Supply Agreement • November 12th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • California
This IVD Test Kit Development and Supply Agreement (the “Agreement”) is effective as of the date of last signature below (the “Effective Date”) and is made by and between Illumina, Inc., a Delaware corporation (“Illumina”) and Adaptive Biotechnologies Corp., a Washington corporation (“Partner”). Illumina and Partner may be referred to each individually as a “Party” and collectively as the “Parties.”
SIXTH AMENDMENT TO LEASESixth Amendment Work Letter • August 7th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances)
THIS SIXTH AMENDMENT TO LEASE (this “Sixth Amendment”) is made as of August 2, 2019, by and between ARE-SEATTLE NO. 11, LLC, a Delaware limited liability company (“Landlord”), and ADAPTIVE BIOTECHNOLOGIES CORPORATION, a Washington corporation (“Tenant”).
ADAPTIVE BIOTECHNOLOGIES CORPORATION PERFORMANCE UNITS AGREEMENTPerformance Units Agreement • May 4th, 2022 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • Washington
Adaptive Biotechnologies Corporation has granted to the Participant named in the Notice of Grant of Performance Units (the “Grant Notice”) to which this Performance Units Agreement (the “Agreement”) is attached an Award consisting of Performance Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Adaptive Biotechnologies Corporation 2019 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Pros
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • August 10th, 2020 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • Washington
This Executive Severance Agreement (the “Agreement”) is entered into by and between Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), and [Insert Name] (“Executive”). The terms of this Agreement will become effective on the Effective Date (as defined below).
