4,325,000 Shares Corbus Pharmaceuticals Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2024 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
Introductory. Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,325,000 shares of its common stock, par value $0.0001 per share (the “Shares”). The 4,325,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 648,750 Shares as provided in Section 2. The additional 648,750 Shares to be sold by the Company are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Securities.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2014 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement ("Agreement") is made as of _________ __, 2014 by and between Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee").
CORBUS PHARMACEUTICALS HOLDINGS, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • January 5th, 2018 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
Corbus Pharmaceuticals Holdings, 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 • August 6th, 2020 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2024 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of April 10, 2024 (the “Effective Date”), is between Corbus Pharmaceuticals Holdings, Inc. (the “Company”) and Sean Moran (the “Executive”).
FORM OF INCENTIVE STOCK OPTION GRANT AGREEMENT CORBUS PHARMACEUTICALS HOLDINGS, INC.Incentive Stock Option Grant Agreement • May 20th, 2024 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 29th, 2020 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 28, 2020 (the “Closing Date”) is entered into among Corbus Pharmaceuticals, Inc., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (together with the Borrower Representative, collectively, “Borrowers”, and each, a “Borrower”), Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (“Parent”, and together with each other Person party hereto or any other Loan Documents as a guarantor from time to time, collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), K2 HEALTHVENTURES LLC and any other lender from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Admi
Registration Rights AgreementRegistration Rights Agreement • September 3rd, 2014 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of April 11, 2014 (the “Effective Date”) between Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
VOTING AGREEMENTVoting Agreement • September 3rd, 2014 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of April 11, 2014 (the “Effective Date”) by and among Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), the parties listed as stockholders of JB Therapeutics, Inc. (the “JB Therapeutics Stockholders”) on the signature pages hereto and the parties listed as stockholders of the Company (the “Holdings Stockholders”) on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 3rd, 2014 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and among CORBUS PHARMACEUTICALS Holdings, Inc, cORBUS pHARMACEUTICALS ACQUISITION, Inc., and JB THERAPEUTICS, INC. Dated as of March 27, 2014Merger Agreement • September 3rd, 2014 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 27, 2014 (this “Agreement”), by and among Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (“Parent”), Corbus Pharmaceuticals Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), JB Therapeutics, Inc., a Delaware corporation (the “Company”), and Yuval Cohen, as Stockholder Representative (the “Stockholder Representative”).
CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE...License Agreement • November 8th, 2018 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made effective as of September 20th, 2018 (the “Effective Date”) by and between Corbus Pharmaceuticals, Inc., a Delaware corporation having a place of business at 500 River Ridge Drive, Second Floor, Norwood, MA 02062 (“Corbus”) and Jenrin Discovery, LLC, a Delaware limited liability company having a place of business at 285 Wilmington-West Chester Pike, Chadds Ford, PA 19317 (“Jenrin”).
CORBUS PHARMACEUTICALS HOLDINGS, INC. 4,650,000 Shares of Common Stock (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • October 24th, 2017 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Cantor Fitzgerald & Co. is acting as representative (the “Representative”), an aggregate of 4,650,000 shares (the “Underwritten Shares”) of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) and, at the option of the Underwriters, up to an additional 697,500 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2017 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2017, between Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF Restricted Stock Agreement CORBUS PHARMACEUTICALS HOLDINGS, INC.Restricted Stock Agreement • May 20th, 2024 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A (the “Award Date”), is entered into between Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2016 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to that certain Employment Agreement (the “Employment Agreement”) by and between Mark Tepper (the “Executive”) and Corbus Pharmaceuticals Holdings, Inc. (the “Company”) effective as of April 11, 2014 (the “Effective Date”) is effective as of the date set forth on the signature page hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2014 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated June 19, 2014 (the “Execution Date”) and effective as of April 11, 2014 (the “Effective Date”), is between Corbus Pharmaceuticals Holdings, Inc. (the “Company”) and Sean Moran (the “Executive”).
ContractWarrant Agreement • July 29th, 2020 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
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.
G U A R A N T E EGuarantee • August 22nd, 2017 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
FOR VALUE RECEIVED, and in consideration for, and as an inducement to RIVER RIDGE LIMITED PARTNERSHIP (the “Landlord”) to make the foregoing lease (the “Lease”) with CORBUS PHARMACEUTICALS, INC. (the “Tenant”), the undersigned, CORBUS PHARMACEUTICALS HOLDINGS, INC., a Delaware corporation (the “Guarantor”), unconditionally guarantees the full performance and observance of all the covenants, conditions and agreements therein provided to be performed and observed by the Tenant, the Tenant’s successors and assigns, and expressly agrees that the validity of this agreement and the obligations of the Guarantor shall in no wise be terminated, affected or impaired by reason of the granting by the Landlord of any indulgences to the Tenant or by reason of the assertion by the Landlord against the Tenant of any of the rights or remedies reserved to the Landlord pursuant to the provisions of the Lease or by the relief of the Tenant from any of the Tenant’s obligations under the Lease by operation
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 2nd, 2014 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement ("Agreement") sets forth the terms upon which Aegis Capital Corp., a New York corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") (the “Placement Agent”), shall be engaged by JB Therapeutics, Inc., a Delaware corporation (“JBT”) and Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (“Issuer”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of Issuer, with each Unit consisting of (i) 250,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Issuer (the “Shares”) and (ii) 250,000 warrants (the “Warrants”), with each Warrant entitling the holder to purchase one share of Common Stock for a five-year period at an exercise price of $1.00 per share. The Offering will consist of a minimum of 18 Units ($4,500,000) (the “Minimum Amount”) and a maximum of 36 Units ($9,000,000) (the “Maximu
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2016 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to that certain Employment Agreement (the “Employment Agreement”) by and between Yuval Cohen (the “Executive”) and Corbus Pharmaceuticals Holdings, Inc. (the “Company”) effective as of April 11, 2014 (the “Effective Date”) is effective as of the date set forth on the signature page hereof.
AGREEMENT BETWEEN ORCHESTRA MEDICAL VENTURE, LLC AND CORBUS PHARMACEUTICALS HOLDINGS, INC.Consulting Agreement • July 2nd, 2014 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT is made as of this 21st day of March 2014, by and among Orchestra Medical Ventures, LLC., a Delaware limited liability company (“Orchestra”) and Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (“Corbus”).
CYSTIC FIBROSIS PROGRAM RELATED INVESTMENT AGREEMENT by and between Corbus Pharmaceuticals, Inc. and Cystic Fibrosis Foundation Cystic Fibrosis Program Related Investment AgreementCystic Fibrosis Program Related Investment Agreement • March 12th, 2018 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
This Agreement (this “Agreement”) is made on this 26th day of January, 2018 (the “Effective Date”) by and between Corbus Pharmaceuticals, Inc. (“Corbus”), a Delaware corporation, with its principal office at 100 River Ridge Drive, Norwood, MA 02062, and Cystic Fibrosis Foundation (“CFF”), a nonprofit corporation with its principal offices at 4550 Montgomery Ave, Bethesda, Maryland, 20814. Corbus and CFF are each a “Party,” and, collectively, the “Parties.”
Restricted Stock AgreementRestricted Stock Agreement • July 2nd, 2014 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of the __ day of __________________, ____ (the “Effective Date”), by and between Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”) and [•] (the “Participant”).
THIRD AMENDMENT TO LEASELease • November 10th, 2016 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
WHEREAS, River Ridge Limited Partnership (the “Landlord”) entered into a lease dated May 30, 2014, (the “Lease”) with Corbus Pharmaceuticals, Inc. (the “Tenant”); and
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • April 24th, 2023 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Separation and General Release Agreement (the “Agreement”) is between Craig Millian (“Millian”) and Corbus Pharmaceuticals Holdings, Inc. (“Company”), and memorializes the separation of Millian’s employment, including the severance he will receive if he (a) signs and returns this Agreement to the Company on April 14, 2023 (the “Separation Date”) , (b) does not revoke his acceptance within seven days of his acceptance, and (c) complies with all of the other terms of this Agreement. By signing and not revoking this Agreement, the parties will be entering into a binding agreement and agreeing to the terms and conditions in the numbered sections below, including the release of claims in Section 3. Millian is being provided a copy of this Agreement in advance as a courtesy but it should not be signed and returned until the Separation Date.
COLLABORATION and license AGREEMENTCollaboration and License Agreement • January 3rd, 2019 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), dated as of January 3, 2019 (the “Effective Date”), is entered into by and between Corbus Pharmaceuticals, Inc., a Delaware corporation (“Corbus”), and Kaken Pharmaceutical Co., Ltd., a company organized under the laws of Japan (“Licensee”). Corbus and Licensee are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
LEASELease Agreement • August 22nd, 2017 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Massachusetts
FORM OF NONQUALIFIED STOCK OPTION GRANT AGREEMENT CORBUS PHARMACEUTICALS HOLDINGS, INC.Stock Option Grant Agreement • May 20th, 2024 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
LEASELease Agreement • November 10th, 2016 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Massachusetts
CONSULTING AGREEMENTConsulting Agreement • April 1st, 2019 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (this “Consulting Agreement”) is made and entered into between Corbus Pharmaceuticals Holdings, Inc. (the “Company”), and Dr. Mark A. Tepper (the “Consultant”). The Company and the Consultant are referred to herein as the “Parties.”
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 31st, 2022 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) entered into as of October 25, 2022, by and among Corbus Pharmaceuticals, Inc., a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (together with the Borrower Representative, collectively, “Borrowers”, and each, a “Borrower”), Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (“Parent”, and together with each other Person party thereto or any other Loan Documents as a guarantor from time to time, collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), lenders constituting Required Lenders and K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”).
This Agreement is made on February 27, 2024 Between:Employment Agreement • March 12th, 2024 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • England and Wales
Corbus International Limited (company number: 11195935) whose registered office is at 5 New Street Square, London, EC4A 3TW (Company, we, us); and
SECOND AMENDMENT TO LEASELease • November 10th, 2016 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
WHEREAS, River Ridge Limited Partnership (the “Landlord”) entered into a lease dated May 30, 2014, (the “Lease”) with Corbus Pharmaceuticals, Inc. (the “Tenant”); and
FIRST AMENDMENT TO LEASELease • November 10th, 2016 • Corbus Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
WHEREAS, River Ridge Limited Partnership (the “Landlord”) entered into a lease dated May 30, 2014, (the “Lease”) with Corbus Pharmaceuticals, Inc. (the “Tenant”); and
