CYTOMX THERAPEUTICS, INC. (a Delaware corporation) Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], between CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CYTOMX THERAPEUTICS, INC. Shares of Common Stock (par value $0.00001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • November 3rd, 2016 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York
CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • February 27th, 2020 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York
CytomX Therapeutics, 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 $0.00001 per share (the “Common Shares”), having an aggregate offering price of up to $75,000,000 on the terms set forth in this agreement (this “Agreement”).
CytomX Therapeutics, Inc. 14,285,714 Shares of Common Stock $0.00001 par value Underwriting AgreementUnderwriting Agreement • January 25th, 2021 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York
CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 14,285,714 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,142,857 additional shares (the “Optional Shares”) of Common Stock of the Company, par value $0.00001 per share (the “Stock”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
CytomX Therapeutics, Inc. 5,102,041 Shares of Common Stock $0.00001 par value Underwriting AgreementUnderwriting Agreement • July 17th, 2018 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York
CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,102,041 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 765,306 additional shares (the “Optional Shares”) of Common Stock of the Company, par value $0.00001 per share (the “Stock”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
SUMMARY OF BASIC LEASE INFORMATIONLease • December 16th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
Amended and Restated Severance and Change of Control AgreementSeverance and Change of Control Agreement • August 8th, 2023 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Severance and Change of Control Agreement (the “Agreement”) is made and entered into, effective as of [ ] (the “Effective Date”), by and between CytomX Therapeutics, Inc. a Delaware corporation (the “Company”), and [ ] (“Employee”).
Severance and Change of Control AgreementSeverance and Change of Control Agreement • August 8th, 2018 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into, effective as of May 16, 2018 (the “Effective Date”), by and between CytomX Therapeutics, Inc. a Delaware corporation (the “Company”), and Lloyd Rowland (“Employee”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 5th, 2020 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of May 23, 2014 (the “Execution Date”) by and between CYTOMX THERAPEUTICS, INC., a corporation organized under the laws of the State of Delaware, having its principal place of business at 343 Oyster Point Blvd., Suite 100, South San Francisco, CA, 94080-1913 (“CytomX”), and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 345 Park Avenue, New York, New York, USA 10154 (“BMS”). CytomX and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RESEARCH COLLABORATION, OPTION AND LICENSE AGREEMENT BY AND BETWEEN PFIZER INC. AND CYTOMX THERAPEUTICS, INC. MAY 30, 2013Research Collaboration, Option and License Agreement • October 2nd, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Research Collaboration, Option and License Agreement (the “Agreement”) is entered into as of May 30, 2013 (the “Effective Date”), by and among Pfizer, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 235 East 42nd Street, New York, New York, 10017 United States (“Pfizer”) and CytomX Therapeutics, Inc., a corporation organized and existing under the laws of Delaware and having a place of business at 650 Gateway Blvd., Suite 125, South San Francisco, California, 94080 United States (“CytomX”). Pfizer and CytomX may each be referred to herein individually as a “Party” and collectively as the “Parties.”
Severance and Change of Control AgreementSeverance and Change of Control Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into, effective as of June 15, 2015 (the “Effective Date”), by and between CytomX Therapeutics, Inc. a Delaware corporation (the “Company”), and Cynthia Ladd (“Employee”).
RESEARCH COLLABORATION AGREEMENT BETWEEN CYTOMX THERAPEUTICS, INC. AND IMMUNOGEN, INC. JANUARY 8, 2014Research Collaboration Agreement • October 2nd, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York
This Research Collaboration and License Agreement (the “Agreement”) is entered into as of 1 (the “Effective Date”), by and between CytomX Therapeutics, Inc., a corporation organized and existing under the laws of Delaware and having a place of business at 343 Oyster Point Blvd., Suite 100, South San Francisco, California, 94080 United States (“CytomX”) and ImmunoGen, Inc., a corporation organized and existing under the laws of Massachusetts and having a place of business at 830 Winter Street, Waltham, Massachusetts, 02451 (“ImmunoGen”). CytomX and ImmunoGen may each be referred to herein individually as a “Party” and collectively as the “Parties.”
ATEL VENTURES, INC. MASTER LOAN AND SECURITY AGREEMENT NO. CYTOX Dated as of May 31, 2012Master Loan and Security Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
NO INTEREST IN THE LOAN PAYMENT DUE OR THE RIGHTS OF THE LENDER UNDER ANY LOAN CAN BE TRANSFERRED BY THE DELIVERY OF POSSESSION OF ANY COUNTERPART OF THIS MASTER LOAN AND SECURITY AGREEMENT. SUCH AN INTEREST CAN BE TRANSFERRED ONLY BY DELIVERY OF POSSESSION OF THE ORIGINAL SIGNED COUNTERPART NO. 1 OF A LOAN SCHEDULE EXECUTED PURSUANT HERETO.
WARRANT TO PURCHASE PREFERRED STOCK Issuer: CYTOMX THERAPEUTICS, INC., a Delaware corporation Number of Shares: 1,940,319 Shares (or as otherwise determined in Section 1 below) Class of Stock: Series B-1 Preferred Stock, $0.00001 par value Exercise...Warrant to Purchase Preferred Stock • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including the execution and delivery of that certain Master Loan and Security Agreement No. CYTOX, dated as of May 31, 2012, (the “Loan”), this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliated funds identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants dated as of January 1, 2007, as amended by Amendment No. 1 dated as of March 15, 2010, and as may be further amended and restated from time to time, and deemed effective as of July 20, 2004 (“Holder”), by CYTOMX THERAPEUTICS, INC., a Delaware corporation (the “Company”).
WARRANT TO PURCHASE PREFERRED STOCKWarrant Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including the execution and delivery of that certain Master Loan and Security Agreement No. CYTOY, dated as of December 20, 2013, (the “Loan”), this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliated funds identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants dated as of January 1, 2007, as amended by Amendment No. 1 dated as of March 15, 2010 and Amendment No. 2 dated as of July 17, 2013, and as may be further amended and restated from time to time, and deemed effective as of July 20, 2004 (“Holder”), by CYTOMX THERAPEUTICS, INC., a Delaware corporation (the “Company”).
September 30 Carlos Campoy Re: Employment Separation Dear Carlos:Employment Separation Agreement • November 8th, 2022 • CytomX Therapeutics, Inc. • Pharmaceutical preparations
This letter (the "Agreement") confirms the terms of the offer made to you by CytomX Therapeutics, Inc. (the “Company”) regarding the separation of your employment, effective as of September 30, 2022 (the “Separation Date”) as a result of a reduction in force. If you sign and return this letter to me on or before November 14, 2022 it shall become a binding agreement between you and the Company, and you will receive the separation benefits described herein. If you do not timely sign and return it, or if you revoke it in accordance with the terms of Section 7(d), below, you will receive no payments or benefits from the Company after the Separation Date, including but not limited to Company-paid COBRA premium coverage.
MASTER LOAN AND SECURITY AGREEMENT No. CYTOY Dated as of December 20, 2013Master Loan and Security Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AGREEMENT (this “Agreement”) is between ATEL VENTURES, INC. (together with its successors and assigns, if any, “Lender”) and CYTOMX THERAPEUTICS, INC., (“Borrower”). Lender has an office at 600 Montgomery Street, 9th Floor, San Francisco, CA 94111. Borrower is a corporation organized and existing under the laws of the state of Delaware. Borrower’s mailing address and principal place of business is 343 Oyster Point Boulevard, Suite 100, South San Francisco, CA 94080.
MASTER CONSULTING AGREEMENTConsulting Agreement • November 8th, 2022 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “MCA”) is made and entered into by and between CytomX Therapeutics, Inc., a Delaware corporation, with an address at 151 Oyster Point Blvd, Suite 400, South San Francisco, CA 94080, (“Company”) and Carlos Campoy, located at [***] (“Consultant”), effective as of October 1, 2022 (“Effective Date”).
ContractDiscovery Collaboration and License Agreement • August 7th, 2019 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
CYTOMX THERAPEUTICS, INC. STOCK OPTION AGREEMENT (2010 Stock Incentive Plan)Stock Option Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations
THIS STOCK OPTION AGREEMENT (the “Agreement”) confirms that CYTOMX THERAPEUTICS, INC., a Delaware corporation (the “Company”), has granted to the employee identified below (“Holder”) a stock option (the “Option”) to purchase the number of shares of the Common Stock of the Company set forth below. The Option is granted on the terms and conditions set forth below and in the 2010 Stock Incentive Plan sponsored by the Company, as amended from time to time (as so amended, the “Plan”), the terms of which are incorporated herein.
AMENDMENT NO. 1 TO MASTER LOAN AND SECURITY AGREEMENT NO. CYTOXMaster Loan and Security Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO MASTER LOAN AND SECURITY AGREEMENT NO. CYTOX dated as of May 31, 2012 (“Amendment No. 1”) is made and entered into as of January 31, 2013 by and between ATEL VENTURES, INC., as Lender (“Lender”), and CYTOMX THERAPEUTICS, INC. as Borrower (“Borrower”).
CYTOMX THERAPEUTICS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is dated as of the day of , by and between CytomX Therapeutics, Inc., a Delaware corporation (the “Corporation”), and (the “Participant”).
LEASE AGREEMENTLease Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 29 day of March, 2013, between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CYTOMX THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 28th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of June 12, 2015, by and among (i) CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), and (ii) each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an “Investor”).
CONSULTING AGREEMENTConsulting Agreement • May 9th, 2019 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is made and entered into by and between CytomX Therapeutics, Inc., a Delaware corporation, with an address at 151 Oyster Point Blvd, Suite 400, South San Francisco, CA 94080, (“Company”) and, Debanjan Ray, an individual (“Consultant”), effective as of May 15, 2019 (“Effective Date”).
COLLABORATION AND LICENSE AGREEMENT by and between CYTOMX THERAPEUTICS, inc. and REGENERON PHARMACEUTICALS, INC. Dated as of November 16, 2022Collaboration and License Agreement • March 27th, 2023 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (“Agreement”) is entered into as of November 16, 2022 (the “Effective Date”) by and between CytomX Therapeutics, Inc., organized and existing under the laws of Delaware with its principal place of business at 151 Oyster Point Blvd., Suite 400, South San Francisco, California 94080, U.S.A. (“CytomX”) and Regeneron Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of New York with its principal place of business at 777 Old Saw Mill River Road, Tarrytown NY 10591 (“Regeneron”). CytomX and Regeneron are each hereafter referred to individually as a “Party” and together as the “Parties.”
FIRST AMENDMENT TO THE CD71 CO-DEVELOPMENT AND LICENSE AGREEMENTCd71 Co-Development and License Agreement • November 6th, 2018 • CytomX Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment (the “Amendment”) to the CD7l Co-Development and License Agreement dated April 21, 2016 (the “Agreement”) by and between CytomX Therapeutics, Inc., a corporation organized under the laws of Delaware (“Licensor”) and AbbVie Ireland Unlimited Company, an unlimited company organized under the laws of Ireland (“AbbVie”) is effective as of October 5, 2016. Licensor and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SEPARATION AGREEMENTSeparation Agreement • November 7th, 2019 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
This Separation Agreement (the “Agreement”) by and between Rachel Humphrey, M.D. (“Executive”), and CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement if not revoked in accordance with Section 5(c)(iii) (the “Effective Date”) with reference to the following facts:
COLLABORATION AND LICENSE AGREEMENT by and betweenCollaboration and License Agreement • November 7th, 2017 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (“Agreement”) is entered into as of September 29, 2017 (the “Effective Date”) by and between Amgen Inc., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”) and CytomX Therapeutics, Inc., a Delaware corporation having an address at 151 Oyster Point Blvd., Suite 400, South San Francisco, California 94080 (“CytomX”). Amgen and CytomX are each hereafter referred to individually as a “Party” and together as the “Parties”.
AMENDMENT NO. 3 TO THE COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 8th, 2023 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amendment No. 3 to the Collaboration Agreement (this “Amendment”) is effective as of the 18th day of May, 2023 (the “Amendment Effective Date”) by and between Amgen Inc., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”) and CytomX Therapeutics, Inc., a Delaware corporation having an address at 151 Oyster Point Blvd., Suite 400, South San Francisco, California 94080 (“CytomX”). Amgen and CytomX are each hereafter referred to individually as a “Party” and together as the “Parties”.
SUBLEASESublease • May 9th, 2023 • CytomX Therapeutics, Inc. • Pharmaceutical preparations
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of March 24, 2023, and is made by and between CytomX Therapeutics, Inc., a Delaware corporation (“Sublessor”), and Atomic AI, Inc., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • September 11th, 2015 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
This Separation and Release Agreement (“Agreement”) is made this 30th day of September, 2014 by and between Henry B. Lowman, Ph.D. (“Executive”) and CytomX Therapeutics, Inc. (“Company”).
SEPARATION AGREEMENTSeparation Agreement • August 7th, 2017 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • California
This Separation Agreement (the “Agreement”) by and between Robert C. Goeltz II (“Executive”), and CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement if not revoked in accordance with Section 5(c)(iii) (the “Effective Date”) with reference to the following facts:
AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • August 9th, 2024 • CytomX Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Open Market Sale Agreement (this “Amendment”) is entered into as of the date first written above by CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (the “Agent”), that are parties to that certain Open Market Sale Agreement, dated February 27, 2020 (the “Original Agreement”) relating to the offering of up to $75,000,000 of the Company’s Common Shares.
