Atara Biotherapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • March 2nd, 2018 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Atara Biotherapeutics, 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 4,285,714 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 642,857 shares of common stock, par value $0.0001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
ATARA BIOTHERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • March 1st, 2021 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [•], 20__, among ATARA BIOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
ATARA BIOTHERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • March 1st, 2021 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ATARA BIOTHERAPEUTICS, 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”).
ATARA BIOTHERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • March 1st, 2021 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ATARA BIOTHERAPEUTICS, 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”).
ATARA BIOTHERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • March 1st, 2021 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ATARA BIOTHERAPEUTICS, 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”).
Atara Biotherapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 7th, 2015 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Atara Biotherapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of 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 are herein collectively called the “Shares”.
ATARA BIOTHERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • November 1st, 2023 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Atara Biotherapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
OFFICE LEASEOffice Lease • March 4th, 2016 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
ATARA BIOTHERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is effective as of , 2014, by and between ATARA BIOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
EXCLUSIVE LICENSE AGREEMENT by and between AMGEN INC. and SANTA MARIA BIOSCIENCES, INC. Dated as of September 7, 2012Exclusive License Agreement • July 10th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of September 7, 2012 (the “Signing Date”) by and between AMGEN INC., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”), and SANTA MARIA BIOSCIENCES, INC., a Delaware corporation (“Company”). Company and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 1st, 2018 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (this “Agreement”), is made and entered into as of [DATE] (the “Effective Date”), by and between [NAME] (“Executive”) and Atara Biotherapeutics, Inc. (the “Company”).
AMENDMENT NO. 1 TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), dated as of October 22, 2012 (the “Amendment Effective Date”), is made by and between AMGEN INC., a Delaware corporation having an address of One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), and NINA BIOTHERAPEUTICS, INC., a Delaware corporation (“Licensee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 2024 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 3, 2024, between Atara Biotherapeutics, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ATARA BIOTHERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for PASCAL TOUCHONExecutive Employment Agreement • May 28th, 2019 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (this “Agreement”), is made and entered into as of May 23, 2019 (the “Effective Date”), by and between Pascal Touchon (“Employee”) and Atara Biotherapeutics, Inc. (the “Company”).
Atara Biotherapeutics, Inc. Common Stock Pre-Funded Warrants Underwriting AgreementUnderwriting Agreement • December 9th, 2020 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Atara Biotherapeutics, 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 5,102,041 shares (the “Underwritten Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), pre-funded warrants to purchase an aggregate of 2,040,816 shares of Common Stock in the form attached hereto as Exhibit A (the “Warrants”) and, at the option of the Underwriters, up to an additional 1,071,428 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Warrants are herein referred to as the “Underwritten Securities.” The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Shares and Warrants are herein referred to as the “Securities.” The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Warrant Sh
SUMMARY OF BASIC LEASE INFORMATIONOffice Lease • November 6th, 2015 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Summary of Basic Lease Information (the “Summary”) is hereby incorporated into and made a part of the attached Office Lease (“Office Lease”) (this Summary and the Office Lease to be known collectively as the “Lease”) which pertains to the “Project” (as that term is defined in the Office Lease) located at 4330-4360 Park Terrace Drive, Westlake Village, CA 91361. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used in this Summary and not otherwise defined herein shall have the meaning as set forth in the Office Lease.
ATARA BIOTHERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for ANHCO “COKEY” THIEU NGUYENExecutive Employment Agreement • August 12th, 2024 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (this “Agreement”), is made and entered into as of August 12, 2024 (the “Effective Date”), by and between AnhCo “Cokey” Thieu Nguyen (“Employee”) and Atara Biotherapeutics, Inc. (the “Company”). This Agreement will terminate, supersede and replace in full the prior Executive Employment Agreement entered into by and between Employee and the Company, dated March 24, 2021 (as amended on March 1, 2023) (the “Prior Agreement”).
Atara Biotherapeutics, Inc. COMMON STOCK SALES AGREEMENTSales Agreement • February 27th, 2020 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Atara Biotherapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AMENDMENT NO. 2 TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 2 TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), dated as of July 29, 2013 (the “Amendment Effective Date”), is made by and between AMGEN INC., a Delaware corporation having an address of One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), and SANTA MARIA BIOTHERAPEUTICS, INC., a Delaware corporation having an address of 3260 Bayshore Blvd, Brisbane, California 94005 (“Licensee”).
FOURTH AMENDED AND RESTATED RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT BETWEEN THE COUNCIL OF THE QUEENSLAND INSTITUTE OF MEDICAL RESEARCH AND ATARA BIOTHERAPEUTICS, INC.Research and Development Collaboration Agreement • February 28th, 2022 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Fourth Amended and Restated Research and Development Collaboration Agreement (“Fourth Restated Agreement”), entered into on December 17, 2021 (“Execution Date”), and effective as of the Execution Date, is made by and between Atara Biotherapeutics, Inc., having its principal offices at 611 Gateway Blvd #900, South San Francisco, CA 94080, (“Atara”), and the Council of the Queensland Institute of Medical Research, a not-for-profit Institute organized and existing under the laws of the State of Queensland having its principal offices at 300 Herston Rd, Herston QLD 4006, Australia (“Institute”). Each of Atara and Institute are referred to in this Agreement as a “Party”, and collectively as the “Parties”
ATARA BIOTHERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”) is made and entered into as of March 31, 2014, by and between Atara Biotherapeutics. Inc., a Delaware corporation (the “Company”) and Isaac Ciechanover, M.D. (“Executive”). From and following the date hereof, this Agreement shall replace and supersede that certain letter agreement between the. Company and Executive dated September 6, 2012, as amended on October 22, 2012, and as further amended on December 5, 2012 (the “Prior Agreement”).
ATARA BIOTHERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”) is made and entered into as of March 31, 2014, by and between Atara Biotherapeutics, Inc., a Delaware corporation (the “Company”) and Christopher M. Haqq, M.D., Ph.D. (“Executive”). From and following the date hereof, this Agreement shall replace and supersede that certain letter agreement between the Company and Executive dated September 12, 2012, as amended on December 5, 2012 (the “Prior Agreement”).
ATARA BIOTHERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”) is made and entered into as of March 31, 2014, by and between Atara Biotherapeutics, Inc., a Delaware corporation (the “Company”) and Mitchall Clark (“Executive”). From and following the date hereof, this Agreement shall replace and supersede that certain letter agreement between the Company and Executive dated March 10th, 2014 (the “Prior Agreement”).
ContractStock Unit Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
The Company hereby awards Stock Units to the Participant named below. The terms and conditions of the Award are set forth in this cover sheet, in the attached Stock Unit Agreement and in the Plan. This cover sheet is incorporated into and a part of the attached Stock Unit Agreement (together, the “Agreement”).
RESEARCH, DEVELOPMENT AND LICENSE AGREEMENTResearch and Development and License Agreement • May 4th, 2021 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Atara Biotherapeutics, Inc.(“Atara”), a company organized under the Laws of Delaware, whose office is situated at 611 Gateway Blvd, Suite 900, South San Francisco, CA 94080, U.S.A.
CONSENT TO SUBLEASEConsent to Sublease • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This CONSENT TO SUBLEASE (this “Consent”) is entered into as of this 14th day of January, 2013, by and between BMR-BAYSHORE BOULEVARD LP, a Delaware limited partnership (“Landlord”), as successor in interest to BMR-Bayshore Boulevard LLC, XDX, INC., a Delaware corporation (“Tenant”), and ATARA BIOTHERAPEUTICS, INC., a Delaware corporation (“Subtenant”).
SUBLEASE AGREEMENTSublease Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Sublease Agreement (herein the “Agreement”) is made and entered into by and among XDx, Inc., a Delaware Corporation (“Sublessor”) and Atara Biotherapeutics, Inc., a Delaware corporation (“Subtenant”) this 10th day of January 2013 to be effective as of the Commencement Date (as hereinafter defined).
AMENDMENT NO. 2 TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 2 TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), dated as of June 28, 2013 (the “Amendment Effective Date”), is made by and between AMGEN INC., a Delaware corporation having an address of One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), and PINTA BIOTHERAPEUTICS, INC., a Delaware corporation having an address of 3260 Bayshore Blvd, Brisbane, California 94005 (“Licensee”).
FOURTH AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT between THE COUNCIL OF THE QUEENSLAND INSTITUTE OF MEDICAL RESEARCH and ATARA BIOTHERAPEUTICS, INC.Exclusive License Agreement • February 28th, 2022 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This FOURTH AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (“Fourth Restated Agreement”) is entered into on December 17, 2021 (“Execution Date”), and effective as of the Execution Date, by and between the COUNCIL OF THE QUEENSLAND INSTITUTE OF MEDICAL RESEARCH, a not-for-profit Institute organized and existing under the laws of the State of Queensland having its principal offices at 300 Herston Rd, Herston QLD 4006, Australia (“Institute”), and ATARA BIOTHERAPEUTICS, INC., a Delaware corporation located at 611 Gateway Blvd #900, South San Francisco, CA 94080 (“Licensee”). Each of Licensee and Institute are referred to in this Agreement as a “Party” and together, the “Parties”.
ATARA BIOTHERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”) is made and entered into as of March 31, 2014, by and between Atara Biotherapeutics, Inc., a Delaware corporation (the “Company”) and Gad Soffer (“Executive”). From and following the date hereof, this Agreement shall replace and supersede that certain letter agreement between the Company and Executive dated February 1, 2013 (the “Prior Agreement”).
AMENDED AND RESTATED COMMERCIALIZATION AGREEMENT Dated October 31, 2023Commercialization Agreement • March 28th, 2024 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
This Amended and Restated Commercialization Agreement (this “Agreement”) is made as of October 31, 2023 (the “Execution Date”), by and between Atara Biotherapeutics, Inc., incorporated under the laws of Delaware and having its registered office at 2380 Conejo Spectrum Street, Suite 200, Thousand Oaks, CA 91320 (“Atara”), and Pierre Fabre Medicament, having its registered office at les Cauquillous, 81500 Lavaur, France (“Partner”). Atara and Partner are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 3 TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 3 to the Exclusive License Agreement (this “Amendment”), dated as of April 4, 2014 (the “Amendment Effective Date”), is made by and between Amgen Inc., a Delaware corporation having an address of One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), and Santa Maria Biotherapeutics, Inc., a Delaware corporation having an address of 3260 Bayshore Blvd, Brisbane, California 94005 (“Licensee”).
ContractExclusive License Agreement • August 1st, 2018 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
AMENDMENT NO. 2 TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 2 TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), dated as of September 7, 2012 (the “Amendment Effective Date”), is made by and between AMGEN INC., a Delaware corporation having an address of One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), and NINA BIOTHERAPEUTICS, INC., a Delaware corporation having an address of 3260 Bayshore Blvd, Brisbane, California 94005 (“Licensee”).
ATARA BIOTHERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”) is made and entered into as of March 11, 2014, by and between Atara Biotherapeutics, Inc., a Delaware corporation (the “Company”) and John McGrath (“Executive”). From and following the date hereof, this Agreement shall replace and supersede that certain letter agreement between the Company and Executive dated December 5, 2012 (the “Prior Agreement”).
