REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2024 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 5, 2024, between Adverum Biotechnologies, Inc., a Delaware corporation (the “Company”), and each of the several investors signatory hereto (each, an “Investor” and, collectively, the “Investors”).
ADVERUM BIOTECHNOLOGIES, INC. 14,500,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • August 13th, 2020 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
Adverum Biotechnologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 14,500,000 shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,175,000 shares of Common Stock of the Company (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”.
ADVERUM BIOTECHNOLOGIES, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt SecuritiesIndenture • August 8th, 2019 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [●], 20 , among Adverum Biotechnologies, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
—] Shares Avalanche Biotechnologies, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2015 • Avalanche Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2020 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 20__ by and between Adverum Biotechnologies, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
ADVERUM BIOTECHNOLOGIES, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • March 21st, 2024 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ADVERUM BIOTECHNOLOGIES, 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”).
ADVERUM BIOTECHNOLOGIES, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • April 25th, 2023 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ADVERUM BIOTECHNOLOGIES, 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”).
ADVERUM BIOTECHNOLOGIES, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 11th, 2023 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
Adverum Biotechnologies, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
8,888,900 SHARES ADVERUM BIOTECHNOLOGIES, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2018 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ADVERUM BIOTECHNOLOGIES, INC.Security Agreement • February 5th, 2024 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances)
This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated February 5, 2024, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.”
ADVERUM BIOTECHNOLOGIES, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • March 21st, 2024 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ADVERUM BIOTECHNOLOGIES, 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”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [[***]], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LEASE AGREEMENTLease Agreement • May 6th, 2021 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • North Carolina
THIS LEASE AGREEMENT (this “Lease”) is made this 8th day of January, 2021, between ARE-NC REGION NO. 21, LLC, a Delaware limited liability company (“Landlord”), and ADVERUM NC, LLC, a Delaware limited liability company (“Tenant”).
SUMMARY OF BASIC LEASE INFORMATIONLease • August 8th, 2018 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 18th, 2014 • Avalanche Biotechnologies, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2014 by and between Avalanche Biotechnologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ADVERUM BIOTECHNOLOGIES, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • August 10th, 2023 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between ______________ (“Executive”) and Adverum Biotechnologies, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
CONFIDENTIAL CONSULTING AGREEMENTConfidential Consulting Agreement • March 30th, 2023 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances)
This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).
ADVERUM BIOTECHNOLOGIES, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • June 13th, 2016 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Leone Patterson (“Executive”) and Adverum Biotechnologies, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
January 20, 2020 John Rakow [Address] Re: Employment Offer, Legal Advisor Dear John,Employment Agreement • August 11th, 2022 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
If you decide to join us, this letter agreement (the “Agreement”) memorializes your compensation and other employment terms. These terms will become effective on the date you join the Company (the “Hire Date”).
January 29, 2016 Carlo Russo, M.D. Re: Employment Terms for Executive Vice President and Chief Medical Officer Dear Carlo,Employment Agreement • May 12th, 2016 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
In connection with the acquisition (the “Acquisition”) of all outstanding shares of Annapurna Therapeutics SAS (the “Target”) by Avalanche Biotechnologies, Inc. (the “Company”), this letter agreement (the “Agreement”) memorializes the employment terms for your employment with the Company in the position of Executive Vice President and Chief Medical Officer of the Company. These terms will become effective on the closing of the Acquisition (the “Closing Date”). In the event the Acquisition is not consummated, this Agreement shall be of no force or effect. Your first day of work as Executive Vice President and Chief Medical Officer will be the Closing Date.
July 15, 2012 Hans P. Hull, Esq. [Address] Re: Employment Terms For Director, Corporate Development Dear Hans:Employment Agreement • June 30th, 2014 • Avalanche Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
This letter agreement (the “Agreement”) memorializes the employment terms for your anticipated hire by Avalanche Biotechnologies, Inc. (the “Company”) in the position of Director of Corporate Development. These terms will become effective on July 16, 2012 or at such later date by mutual agreement and as approved by the Board of Directors of the Company (as applicable, the “Hire Date”). Prior to the Hire Date, you will be retained by the Company on an independent contractor basis under the terms of the separate Consulting Agreement between you and the Company, which will automatically expire no later than the Hire Date.
AVALANCHE BIOTECHNOLOGIES, INC. WARRANT TO PURCHASE SERIES A PREFERRED STOCKWarrant Agreement • May 30th, 2014 • Avalanche Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
THIS CERTIFIES THAT, for value received, , an individual residing at , or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from AVALANCHE BIOTECHNOLOGIES, INC., a Delaware corporation, with its principal office at 2749 Carolina Avenue, Redwood City, CA 94061 (the “Company”) up to [ ( )] shares of the Series A Stock of the Company (the “Preferred Stock”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • August 10th, 2023 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
Richard Beckman, M.D. (“You”) and Adverum Biotechnologies, Inc. (“Adverum” or the “Company”) (collectively, the “Parties”) have agreed to enter into this Separation Agreement and General Release of Claims (“Agreement”) on the following terms.
LICENSE AGREEMENT BETWEENLicense Agreement • August 9th, 2016 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
This agreement ("Agreement") is made by and between Annapurna Therapeutics Limited, an Irish corporation having an address at 9 Upper Pembroke Street, Dublin 2 ("LICENSEE") and Cornell University (“Cornell”) as represented by its Center for Technology Licensing ("CTL") at Cornell University at 395 Pine Tree Road, Ithaca, NY 14850.
CONSULTING AGREEMENTConsulting Agreement • May 6th, 2021 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of March 18, 2021 (the “Effective Date”), by and between ADVERUM BIOTECHNOLOGIES, INC., a Delaware corporation with an address at 800 Saginaw Drive, Redwood City, CA 94063 (the “Company”), and AARON OSBORNE, an individual, with an address at (the “Consultant”).
February 28, 2019 Dr. Aaron Osborne Re: Employment Terms for Chief Medical Officer Dear Aaron,Employment Agreement • November 7th, 2019 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
This letter agreement (the “Agreement”) memorializes the employment terms for your anticipated hire by Adverum Biotechnologies, Inc. (the “Company”) in the position of Chief Medical Officer reporting to Leone Patterson, Chief Executive Officer. These terms will become effective on April 1, 2019 or a date determined by mutual agreement. (as applicable, the “Hire Date”).
Re:Separation AgreementSeparation Agreement • November 7th, 2019 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Adverum Biotechnologies, Inc. (the “Company”) is offering to you to aid in your employment transition.
AVALANCHE BIOTECHNOLOGIES, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • July 18th, 2014 • Avalanche Biotechnologies, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 16th day of April, 2014, by and among Avalanche Biotechnologies, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Key Holders”) and the holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) and Series B Preferred Stock (the “Series B Preferred Stock” and collectively with the Series A Preferred Stock, the “Preferred Stock”) listed on Exhibit B hereto (the “Investors”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • May 6th, 2021 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
Aaron Osborne (“You”) and Adverum Biotechnologies, Inc. (“Adverum” or the “Company”) (collectively, the “Parties”) have agreed to enter into this Separation Agreement and General Release (“Agreement”) on the following terms.
ContractWarrant Agreement • June 30th, 2014 • Avalanche Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
AVALANCHE BIOTECHNOLOGIES, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 18th, 2014 • Avalanche Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 16th day of April, 2014, by and among Avalanche Biotechnologies, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
COLLABORATION, OPTION AND LICENSE AGREEMENTCollaboration, Option and License Agreement • April 5th, 2017 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COLLABORATION, OPTION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of August 8, 2016 (“Effective Date”), by and between ADVERUM BIOTECHNOLOGIES, INC., a Delaware corporation having an address at 1035 O’Brien Drive, Menlo Park, CA 94025 (“Adverum”), and EDITAS MEDICINE, INC., a Delaware corporation having an address at 300 Third Street, Cambridge, MA 02142 (“Editas”). Adverum and Editas may be referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 5th, 2024 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2024, between Adverum Biotechnologies, Inc., a Delaware corporation (the “Company”), and the several purchasers identified on the signature pages hereto (each, including its respective successors and assigns, a “Purchaser”).
Re: Amended and Restated Employment TermsEmployment Agreement • March 6th, 2019 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
This letter agreement (the “Agreement”) sets forth the amended and restated terms of your employment with Adverum Biotechnologies, Inc. (the “Company”). These terms became effective on October 18, 2018, and shall supersede and replace the terms set forth in your earlier offer letter from the Company dated May 31, 2016.
CONSULTING AGREEMENTConsulting Agreement • August 11th, 2022 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California
THIS CONSULTING AGREEMENT (the “Agreement”) is effective as of June 3, 2022 (the “Effective Date”), by and between ADVERUM BIOTECHNOLOGIES, INC., a Delaware corporation (the “Company”), and NANCY E. PECOTA, an individual (the “Consultant”).
SECOND AMENDMENT TO COLLABORATION, OPTION AND LICENSE AGREEMENTCollaboration, Option and License Agreement • August 8th, 2018 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • Delaware
This Second Amendment (“Second Amendment”) is entered into as of June 5, 2018 (the “Second Amendment Effective Date”), by and between Adverum Biotechnologies, Inc., a Delaware corporation having an address at 1035 O’Brien Drive, Menlo Park, CA 94025 (“Adverum”), and Editas Medicine, Inc., a Delaware corporation having an address at 11 Hurley St., Cambridge, MA 02141 (“Editas”), and amends that certain Collaboration, Option and License Agreement, dated August 8, 2016, by and between Adverum and Editas, as amended by that certain Amendment to Collaboration, Option and License Agreement, dated January 25, 2018 (the “Agreement”). Adverum and Editas may be referred to herein individually as a “Party” and collectively as the “Parties.”
