Exhibir 10.1 SERVICES AGREEMENT - ERRAND/CONCIERGE THE PARTIES TO THIS AGREEMENT ARE: "Marika Inc ." 2360 Corporate circle, suite 400, Henderson NV 89074 The Client " Superakcijas " A.Kalnina1a-8, Riga Latvia Marika Inc. hereby agrees to provide...Services Agreement • August 20th, 2013 • Marika Inc.
5,500,000 Shares Pieris Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
PALVELLA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 9th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May [__], 2020 between Palvella Therapeutics, Inc., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSM August 9, 2019 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated...Open Market Sale Agreement • August 9th, 2019 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
PIERIS PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • October 5th, 2016 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 2, 2019, by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the several...Registration Rights Agreement • November 4th, 2019 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research
Shares Pieris Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2015 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 2, 2019 by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the...Securities Purchase Agreement • November 4th, 2019 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2014, by and between Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec • New York
This SPLIT-OFF AGREEMENT, dated as of December 17, 2014 (this “Agreement”), is entered into by and among Pieris Pharmaceuticals, Inc. (f/k/a Marika Inc.), a Nevada corporation (“Seller”), Marika Enterprises Inc., a Nevada corporation and wholly owned subsidiary of Seller (“Split-Off Subsidiary”), and Aleksandrs Sviks (“Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2014 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of December 17, 2014, between the Company and each Person listed on the signature pages thereto (the “Purchase Agreement”), and (ii) the Acquisition Agreement, dated December 17, 2014, by and among the Company, Pieris AG, a stock corporation formed under the laws of Germany, and the share and note holders of Pieris AG listed on the signature pages thereto (the “Acquisition Agreement”).
ContractEmployment Agreement • November 2nd, 2021 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among PIERIS PHARMACEUTICALS, INC., POLO MERGER SUB, INC. and PALVELLA THERAPEUTICS, INC. Dated as of July 23, 2024Merger Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 23, 2024, is entered into by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), Polo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Public Company (the “Merger Sub”), and Palvella Therapeutics, Inc. a Delaware corporation (“Merger Partner”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2014 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 17, 2014, by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (f/k/a Marika Inc.) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CONFIDENTIAL TREATMENT REQUESTEDLicense and Collaboration Agreement • July 31st, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
This License and Collaboration Agreement is entered into as of February 8, 2018 (the “Effective Date”) by and among Seattle Genetics, Inc., a Delaware corporation located at 21823 30th Drive SE, Bothell, WA 98021 (together with its Affiliates, “SGEN”), and Pieris Pharmaceuticals, Inc., a Nevada corporation located at 255 State Street, 9th floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a company organized and existing under the laws of Germany located at Lise-Meitner-str. 30, 85354 Freising, Germany (collectively and together with their Affiliates, “PIRS”). SGEN and PIRS are individually referred to herein as a “Party” and collectively, as the “Parties”.
PUBLIC COMPANY SUPPORT AGREEMENTSupport Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
This Support Agreement (this “Agreement”) is made and entered into as of July 23, 2024, by and among Palvella Therapeutics, Inc. a Delaware corporation (“Merger Partner”), Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Public Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 23, 2024, by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on Exhibit A hereto and each Convertible Note Purchaser (as defined below) who becomes a party to this Agreement in accordance with Section 6.1 below (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • April 26th, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
This Exclusive Option Agreement (the “Agreement”) is entered into by and between Pieris Pharmaceuticals Inc., a Nevada corporation with an address of 255 State Street, 9th Floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a German company with an address of Lise-Meitner-Strasse 30 85354 Freising, Germany (collectively, “Pieris”), and ASKA Pharmaceutical Co., Ltd., a Japanese corporation with an address of 2-5-1 Shibaura, Minato-ku, Tokyo, Japan 108-8532 (“ASKA”), is effective on February 27, 2017 (the “Effective Date”). Pieris and ASKA are also individually referred to herein as a “Party” and collectively as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED Research Collaboration and License AgreementResearch Collaboration and License Agreement • April 29th, 2016 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research
with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”)
ACQUISITION AGREEMENTAcquisition Agreement • December 18th, 2014 • Marika Inc. • Services-business services, nec
THIS ACQUISITION AGREEMENT (“Agreement”) is made and entered into as of December 17, 2014 (the “Execution Date”), by and among: PIERIS PHARMACEUTICALS, INC. (f/k/a Marika Inc.), a Nevada corporation with its registered office located in Henderson, Nevada (“Parent”); PIERIS AG, a stock corporation formed under the laws of Germany with its registered office in Freising, Germany, and registered with the commercial register (Handelsregister) of the local court of Munich (the “Commercial Register”) under HR B 133223 (the “Company”); and the shareholders of the Company listed on Exhibit B, attached hereto (the “Holders”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
LICENSE AND COLLABORATION AGREEMENT BETWEEN LES LABORATOIRES SERVIERLicense and Collaboration Agreement • April 26th, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research
This License and Collaboration Agreement is entered into as of January 4, 2017 (the “Effective Date”) by and between Les Laboratoires Servier, a corporation incorporated under the laws of France having offices and principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France and Institut de Recherches Internationales Servier, a company duly organized and existing under the laws of France having offices and principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France (individually and collectively, “Servier”), and Pieris Pharmaceuticals, Inc., a Nevada corporation having offices and principal place of business at 255 State Street, 9th floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a company organized and existing under the laws of Germany having offices and principal place of business at Lise-Meitner-str. 30, 85354 Freising, Germany (individually and collectively, “Pieris”). Servier and Pieris are individually referred to herein as a “Party” and coll
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and among PIERIS PHARMACEUTICALS, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Holder Representative, and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., acting jointly as Rights Agent...Contingent Value Rights Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Rights Agent”), and Shareholder Representative Services LLC, a Colorado limited liability company (the “Holder Representative”), acting solely in its capacity as the representative, agent and attorney-in-fact of the Holders (as defined below), in favor of each Person who from time to time holds one or more contingent value rights to receive the Payments (as defined below) upon the occurrence of one or more CVR Events (as defined below) (each such contingent value right, a “CVR”), subject to the terms and conditions set forth herein. Each of the parties hereto shall be referred to as a “Party” and, collectively, as the “Parties.”
December 13, 2024Separation Agreement • December 16th, 2024 • Palvella Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your separation from Pieris Pharmaceuticals, Inc. (the “Company”). Provision of the Separation Benefits described below is contingent on your agreement to and compliance with the terms of this Agreement. As more fully explained in Section 9 below, you may take up to forty-five (45) calendar days following the Separation Date (as defined below) to review and sign this Agreement. Capitalized terms not defined herein shall have the meaning set forth in the Employment Agreement by and between you and the Company effective December 17, 2014 (the “Employment Agreement”). This Agreement shall become effective on the eighth (8th) day following the date that you sign it (the “Effective Date”).
CONFIDENTIAL TREATMENT REQUESTED LICENSE AND TRANSFER AGREEMENTLicense and Transfer Agreement • July 20th, 2016 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
This license and transfer agreement (the “Agreement”) is entered into with effect as of April 18, 2016 (the “Effective Date”) by and between Pieris Pharmaceuticals, Inc., a Nevada corporation with a place of business at 255 State Street, 9th Floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a German company with a place of business at Lise-Meitner-Strasse 30, 85354 Freising, Germany (collectively and together with their Affiliates, “Pieris”) and Enumeral Biomedical Holdings, Inc., a Delaware corporation with a place of business at 200 CambridgePark Drive, Suite 2000, Cambridge, MA 02140 (together with its Affiliates, “Enumeral”).
Pieris Pharmaceuticals, Inc. Series F Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • August 8th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
THIS AGREEMENT, dated as of August 7, 2024, is by and between Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
MERGER PARTNER SUPPORT AGREEMENTMerger Partner Support Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
This Support Agreement (this “Agreement”) is made and entered into as of July 23, 2024, by and among Palvella Therapeutics, Inc. a Delaware corporation (“Merger Partner”), Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Merger Partner.
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • March 30th, 2015 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made and is effective as of this 7th day of October, 2013 (the “Effective Date”) by and between
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), has entered into an Agreement and Plan of Merger, dated as of July 23, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Polo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Public Company, and Palvella Therapeutics, Inc. a Delaware corporation, a Delaware corporation (“Merger Partner”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
NON-EXCLUSIVE ANTICALIN® PLATFORM TECHNOLOGY LICENSE AGREEMENTNon-Exclusive License Agreement • April 26th, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research
THIS NON-EXCLUSIVE ANTICALIN® PLATFORM TECHNOLOGY LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of January 4, 2017 (the “Effective Date”), by and between PIERIS PHARMACEUTICALS, INC., a Nevada corporation having its principal place of business at 255 State Street, 9th floor, Boston, MA 02109 AND PIERIS PHARMACEUTICALS GMBH, a company organized and existing under the laws of Germany having offices and principal place of business at Lise-Meitner-str. 30, 85354 Freising, Germany (collectively, “Pieris”), and LES LABORATOIRES SERVIER, a corporation incorporated under the laws of France having a principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France and INSTITUT DE RECHERCHES INTERNATIONALES SERVIER, a company duly organized and existing under the laws of France, having offices and principal place of business at 50 Rue Carnot, 92284 Suresnes Cedex, France (collectively, “Licensee”). Pieris and Licensee each may be referred to herein individually a
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. DEVELOPMENT FUNDING AND...Development Funding and Royalties Agreement • August 9th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DEVELOPMENT FUNDING AND ROYALTIES AGREEMENT (this “Agreement”) is made and entered into effective as of December 13, 2018 (the “Effective Date”) by and between LIGAND PHARMACEUTICALS, INC., a Delaware company having a place of business at 3911 Sorrento Valley Boulevard, Suite 110, San Diego, California 92121, U.S.A., (“Ligand”), and PALVELLA THERAPEUTICS, INC., a Delaware company having a place of business at 125 Strafford Avenue, Suite #360, Wayne, PA 19087, and its Affiliates (“Palvella”). Palvella and Ligand may be referred to herein individually as a “Party” or collectively as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED Collaboration Research and Technology Licensing AgreementCollaboration Research and Technology Licensing Agreement • March 30th, 2015 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research
This Definitive Collaboration Research and Technology Licensing Agreement (this “Agreement”) is effective as of May 31, 2011 (the “Effective Date”), and is entered into by and between
NON-EXCLUSIVE ANTICALIN® PLATFORM TECHNOLOGY LICENSE AGREEMENTNon-Exclusive Anticalin® Platform Technology License Agreement • April 26th, 2018 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
This Non-Exclusive Anticalin® Platform Technology License Agreement (“Agreement”) is made and entered into effective as of May 2, 2017 (the “Execution Date”), by and between PIERIS PHARMACEUTICALS, INC., a Nevada corporation having its principal place of business at 255 State Street, 9th floor, Boston, MA 02109 AND PIERIS PHARMACEUTICALS GMBH, a company organized and existing under the laws of Germany having offices and principal place of business at Lise-Meitner-str. 30, 85354 Freising, Germany (collectively, “Pieris”), and ASTRAZENECA AB, a corporation existing under the laws of Sweden having a principal place of business at S-431 83 Mölndal, Sweden (“Licensee”). Pieris and Licensee each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
SEVERANCE AGREEMENTSeverance Agreement • August 9th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
COMMON STOCK PURCHASE WARRANT PIERIS PHARMACEUTICALS, INC.Common Stock Purchase Warrant • December 23rd, 2014 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research
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 December , 2014 (the “Initial Exercise Date”) but not after 5:00 p.m. (New York time) on December , 2019 (the “Termination Date”), to subscribe for and purchase from PIERIS PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), up to ( ) shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “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). At 5:00 pm (New York Time) on the Termination Date, this Warrant shall become void and of no value.
JOINT DEVELOPMENT & LICENSE AGREEMENTJoint Development and License Agreement • March 30th, 2015 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • England and Wales
This Joint Development and License Agreement (this “Agreement”) is made as of November 21st, 2013 (the “Effective Date”), by and between Pieris AG, a German stock corporation organized and existing under the laws of Germany, whose principal place of business is at Lise-Meitner-Straße 30, 85354 Freising, Germany (“Pieris”), and Stelis BioPharma Private Limited, formerly known as Agila Biotech Private Limited, a company incorporated under the Companies Act (India), 1956 and having its registered office at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“Stelis BioPharma”). Pieris and Stelis BioPharma may be referred to individually as a “Party” or together as the “Parties.”
