REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2023 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 22, 2023, between Harpoon Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several investors signatory hereto (each, an “Investor” and, collectively, the “Investors”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT HARPOON THERAPEUTICS, INC.Harpoon Therapeutics, Inc. • October 24th, 2023 • Biological products, (no disgnostic substances)
This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated October 22, 2023, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.”
HARPOON THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt SecuritiesIndenture • March 13th, 2020 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [●], 20__, among HARPOON THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
Harpoon Therapeutics, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 13th, 2020 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Harpoon Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
HARPOON THERAPEUTICS, INC. AND ________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ____________Common Stock Warrant Agreement • March 13th, 2020 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between HARPOON THERAPEUTICS, 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”).
HARPOON THERAPEUTICS, INC. AND ________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ______________Warrant Agreement • March 13th, 2020 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between HARPOON THERAPEUTICS, 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”).
HARPOON THERAPEUTICS, INC. AND ________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ___________Preferred Stock Warrant Agreement • March 13th, 2020 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between HARPOON THERAPEUTICS, 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”).
WARRANT TO PURCHASE COMMON STOCK of HARPOON THERAPEUTICS, INC. Dated as of , Void after the date specified in Section 8Harpoon Therapeutics, Inc. • December 27th, 2018 • Biological products, (no disgnostic substances) • California
THIS CERTIFIES THAT, for value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Harpoon Therapeutics, Inc., a Delaware corporation (the “Company”), shares of common stock of the Company (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is one of a series of warrants issued to Holder and certain of its affiliates in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of , , as amended, by and among the Company and the purchasers described therein (collectively, the “Warrants”).
HARPOON THERAPEUTICS, INC. INDEMNITY AGREEMENTIndemnity Agreement • January 4th, 2019 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of _________, between Harpoon Therapeutics, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT HARPOON THERAPEUTICS, INC.Harpoon Therapeutics, Inc. • March 27th, 2023 • Biological products, (no disgnostic substances)
This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated March 22, 2023, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.”
LEASE THE COVE AT OYSTER POINT HCP OYSTER POINT III LLC, a Delaware limited liability company as Landlord, and HARPOON THERAPEUTICS, INC., a Delaware corporation, as Tenant.Lease • December 27th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HCP OYSTER POINT III LLC, a Delaware limited liability company (“Landlord”), and HARPOON THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
ContractHarpoon Therapeutics, Inc. • December 27th, 2018 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
HARPOON THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 24th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 24th day of May, 2017, by and among HARPOON THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2023 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 22, 2023, between Harpoon Therapeutics, 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”).
Harpoon Therapeutics, Inc. [·] Shares Common Stock ($0.0001 par value per share) Underwriting AgreementHarpoon Therapeutics, Inc. • January 29th, 2019 • Biological products, (no disgnostic substances) • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 7, 2024 AMONG MERCK SHARP & DOHME LLC, HAWAII MERGER SUB, INC. AND HARPOON THERAPEUTICS, INC.Agreement and Plan of Merger • January 8th, 2024 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 7, 2024, among MERCK SHARP & DOHME LLC, a New Jersey limited liability company (“Parent”), HAWAII MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and HARPOON THERAPEUTICS, INC., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 27th, 2023 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2023, between Harpoon Therapeutics, 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”).
LEASE AP3-SF1 4000 SHORELINE, LLC, a Delaware limited liability company as Landlord, and TIZONA THERAPEUTICS, INC. a Delaware corporation, as TenantLease • December 27th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the 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 Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.
HARPOON, INC. THIRD AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • December 27th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS THIRD AMENDED AND RESTATED CONSULTING AGREEMENT dated as of February 1, 2017 amends and restates the Second Amended and Restated Consulting Agreement dated February 1, 2016, as amended by the letter agreement dated November 1, 2016 and the letter agreement dated January 1, 2017, entered into by Harpoon, Inc., a Delaware corporation (the “Company”), and Patrick Baeuerle (the “Consultant”).
ASSET TRANSFER AGREEMENT BETWEEN MAVERICK THERAPEUTICS, INC. AND HARPOON THERAPEUTICS, INC. Dated as of December 30, 2016 CONFIDENTIALAsset Transfer Agreement • January 29th, 2019 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
* = This schedule or exhibit has been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of the omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.
FIRST AMENDED AND RESTATED ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • October 24th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This First Amended and Restated Assignment and License Agreement (this “Agreement”) is entered into as of October 19, 2018 (the “Amendment Date”), by and between Werewolf Therapeutics, Inc., a Delaware corporation, with a place of business c/o MPM Capital, 601 Gateway Boulevard, Suite 350, South San Francisco, CA 94080 (“Werewolf”), and Harpoon Therapeutics, Inc., a Delaware corporation with a place of business at 4000 Shoreline Court, Suite 250, South San Francisco, CA 94080 (“Harpoon”).
Harpoon Therapeutics, Inc. 5,882,352 Shares Common Stock ($0.0001 par value per share) Underwriting AgreementHarpoon Therapeutics, Inc. • January 7th, 2021 • Biological products, (no disgnostic substances) • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED DISCOVERY COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 10th, 2021 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Amended and Restated Discovery Collaboration and License Agreement (“First Amendment”) is made and entered into, effective as of [______], 2021 (“First Amendment Effective Date”), by and between Harpoon Therapeutics, Inc., a Delaware corporation (“Harpoon”), and AbbVie Biotechnology Ltd., a Bermuda corporation (“AbbVie”). Harpoon and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
November 26, 2023 RETENTION BONUS AGREEMENTRetention Bonus Agreement • November 28th, 2023 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances)
In recognition of your past and future contributions to the success of Harpoon Therapeutics, Inc. (the “Company”), the Company is happy to inform you that you have been awarded a retention bonus in the amount of $[_________] (the “Retention Bonus”), subject to the terms and conditions set forth in this Retention Bonus Agreement (this “Agreement”). The Retention Bonus, if earned in accordance with the terms of this Agreement, shall be paid to you in two lump sum payment, with 50% of the Retention Bonus paid as soon as administratively practicable following May 26, 2024 and 50% of the Retention Bonus paid as soon as administratively practicable following November 26, 2024 (each, a “Payment Date”). In order for you to receive the Retention Bonus, you must remain employed by the Company on a full time basis and in good standing through the applicable Payment Date. Except as otherwise provided below, if you are not employed by the Company on a Payment Date, then you will forfeit the portion
FIRST AMENDMENT TO THEDevelopment and Option Agreement • August 5th, 2020 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment (the “First Amendment”) to the Development and Option Agreement dated November 20, 2019 (the “Agreement”) by and between Harpoon Therapeutics, Inc., a Delaware corporation (“Harpoon”), and AbbVie Biotechnology Ltd, a Bermuda corporation (“AbbVie”) is made effective as of the date of the final signature to this First Amendment. Harpoon and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • December 27th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
[ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
CHEF1 COLLABORATION & LICENSE AGREEMENTLicense Agreement • December 27th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This CHEF1 collaboration and license agreement (“Collaboration”), effective as of October 26, 2015 (“Effective Date”), is made by and between CMC ICOS BIOLOGICS, INC., a Washington corporation having its principal offices at 22021 20th Avenue S.E., Bothell, WA 98021 (“CMC ICOS”), and Harpoon Therapeutics, Inc. a California corporation having its principal offices at 3260 Bayshore Boulevard, Brisbane, CA 94005 (“Collaborator”).
HARPOON THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 12th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of November, 2018, by and among HARPOON THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.
ContractHarpoon Therapeutics, Inc. • January 29th, 2019 • Biological products, (no disgnostic substances) • New York
[ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
January 31, 2023 Holger Wesche, PhD VIA Electronic Delivery Re: Separation Agreement Dear Holger:Separation Agreement • March 27th, 2023 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances)
This letter sets forth the substance of the Separation Agreement (the “Agreement”) between you and Harpoon Therapeutics, Inc. (the “Company”).
DISCOVERY COLLABORATION AND LICENSE AGREEMENT between HARPOON THERAPEUTICS, INC. and ABBVIE BIOTECHNOLOGY LTD. Dated as of October 10, 2017Discovery Collaboration and License Agreement • October 24th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Discovery Collaboration and License Agreement (the “Agreement”) is made and entered into effective as of October 10, 2017 (the “Effective Date”) by and between Harpoon Therapeutics, Inc., a Delaware corporation (“Licensor”), and AbbVie Biotechnology Ltd., a Bermuda corporation (“AbbVie”). Licensor and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
DISCOVERY COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 9th, 2019 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment (the “First Amendment”) to the Discovery Collaboration and License Agreement dated October 10, 2017 (the “Agreement”) by and between Harpoon Therapeutics, Inc., a Delaware corporation (“Licensor”), and AbbVie Biotechnology Ltd., a Bermuda corporation (“AbbVie”) is made effective as of the date of the final signature to this First Amendment. Licensor and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
DEVELOPMENT AND OPTION AGREEMENT betweenDevelopment and Option Agreement • March 12th, 2020 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Development and Option Agreement (the “Agreement”) is made and entered into effective as of November 20, 2019 (the “Effective Date”) by and between Harpoon Therapeutics, Inc., a Delaware corporation (“Harpoon”), and AbbVie Biotechnology Ltd, a Bermuda corporation (“AbbVie”). Harpoon and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL CONSULTING AGREEMENTConsulting Agreement • October 24th, 2018 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Consulting Agreement (“Agreement”) is entered into and made effective by and between Harpoon Therapeutics, Inc., having its address at Suite 250, 4000 Shoreline Ct., South San Francisco, CA 94005 (“Company”), and William E Picht, Jr having an address at (“Consultant”). In consideration of the mutual promises and covenants contained herein, and intending to be legally bound, Company and Consultant agree as follows:
SUPPORT AGREEMENTSupport Agreement • January 8th, 2024 • Harpoon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated January 7, 2024, is by and among [•] (“Stockholder”), Merck Sharpe & Dohme LLC, a New Jersey limited liability company (“Parent”), and Hawaii Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
