Surface Oncology, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 30th, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • New York
Surface Oncology, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) 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 being collectively called the “Shares”).
SURFACE ONCOLOGY, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 6th day of November, 2014, by and among SURFACE ONCOLOGY, 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”.
SURFACE ONCOLOGY, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Surface Oncology, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
SURFACE ONCOLOGY, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Surface Oncology, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
Surface Oncology, Inc. Common Stock ($0.0001 par value per share) Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • May 22nd, 2020 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • New York
Surface Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (the “Agreement”) is by and between Surface Oncology, Inc. (the “Company”) and Vito Palombella, Ph.D. (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreements and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 25th, 2019 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 22, 2019 (the “Closing Date”) is entered into among SURFACE ONCOLOGY, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), 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, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE SURFACE ONCOLOGY, INC.Incentive Stock Option Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE SURFACE ONCOLOGY, INC.Non-Qualified Stock Option Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (the “Agreement”) is by and between Surface Oncology, Inc. (the “Company”) and Robert Ross, M.D. (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreements and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2021 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (the “Agreement”) is made by and between Surface Oncology, Inc. (the “Company”) and Jessica Fees (the “Executive”) and shall be effective on April 26, 2021 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreements, the Equity Documents (each as defined below) and the Indemnification Agreement between the Executive and the Company, dated December 17, 2018 (the “Indemnification Agreement”), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.
COLLABORATION AGREEMENT by and between SURFACE ONCOLOGY, INC. and NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.Collaboration Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • New York
THIS COLLABORATION AGREEMENT (this “Agreement”), entered into as of January 9, 2016 (the “Effective Date”), is entered into by and between Surface Oncology, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Surface”), and Novartis Institutes for BioMedical Research, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Novartis”). Surface and Novartis are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SURFACE ONCOLOGY, INC .Non-Qualified Stock Option Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Agreement is effective as of September 23, 2015 (the “Effective Date”), by and between Harbour Antibodies B.V., a Netherlands corporation located at Erasmus MC Building EE, Room 07-22, Wytemaweg 80, 3015 CN Rotterdam, The Netherlands (“Harbour”), and Surface Oncology, Inc., a Delaware corporation located at 215 First Street, Suite 400-S, Cambridge, MA 02142, USA (“Surface”). Harbour and Surface are each sometimes referred to herein as a “Party” or collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • December 17th, 2020 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (this “Agreement”), is entered into as of December 16, 2020 (the “Effective Date”), by and between Surface Oncology, Inc., a Delaware corporation having business offices at 50 Hampshire Street, Cambridge MA 02139 (“Surface”), and GLAXOSMITHKLINE INTELLECTUAL PROPERTY (No. 4) LIMITED, a company registered in England and Wales (registered number 11721880) and having business offices at 980 Great West Road, Brentford, Middlesex TW8 9GS United Kingdom (“GSK”).
DEVELOPMENT AND OPTION AGREEMENTDevelopment and Option Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS DEVELOPMENT AND OPTION AGREEMENT (the “Agreement”) is made effective as of July 3, 2014 (the “Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Surface Oncology, Inc., a Delaware corporation having an address at 25 First Street, Suite 303, Cambridge, MA 02141 (“Surface”).
Exclusive Product License AgreementExclusive Product License Agreement • May 5th, 2021 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This Exclusive Product License Agreement (this “Agreement”) is made and entered into as of this 23rd day of March, 2021 (the “Effective Date”) by and between Vaccinex, Inc., having offices at 1895 Mt. Hope Avenue, Rochester NY 14620 USA (“Vaccinex”), and Surface Oncology, Inc. having offices at 50 Hampshire St, 8th Floor, Cambridge, MA 02139 (“Surface”). Vaccinex and Surface are sometimes referred to herein each individually as a “Party” and collectively as the “Parties.”
Re: Separation AgreementSeparation Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This sets forth the terms and conditions associated with the ending of your employment with Surface Oncology, Inc. (“Surface” or the “Company”). The Company’s Board of Directors (the “Board”) appreciates your contributions and would like to make this transition as smooth as possible. With that in mind and consistent with the terms of your March 7, 2015 Employment Agreement with the Company (the “Employment Agreement”), the Company shall provide you with the Termination Benefits set forth below provided you enter into, do not revoke and comply with the terms of this Separation Agreement (this “Agreement”). The Company is also electing to provide you with additional Termination Benefits not contemplated in the Employment Agreement in the form of additional vested equity, a revised mix of options for exercise, and a continued role with the Company as a director serving on the Board, all as set forth in this Agreement. With those understandings, September 15, 2017 shall be the “Date of Ter
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”), made this 23rd day of November, 2016 is entered into by Surface Oncology, Inc., a Delaware corporation (the “Company”), and Daniel S. Lynch (the “Executive”).
Re: Contingent Employment Agreement Termination LetterContingent Employment Agreement Termination Letter • April 9th, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
Reference is hereby made to that certain Employment Agreement (the “Agreement”) dated as of November 23, 2016, by and between Surface Oncology, Inc. (the “Company”), and you.
Re: Contingent Employment Agreement Termination LetterContingent Employment Agreement Termination Letter • March 30th, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
Reference is hereby made to that certain Employment Agreement (the “Agreement”) dated as of November 23, 2016, by and between Surface Oncology, Inc. (the “Company”), and you.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE SURFACE ONCOLOGY, INC.Restricted Stock Unit Award Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • September 8th, 2023 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 8, 2023 (this “Agreement”), is entered into by and among Coherus Biosciences, Inc., a Delaware corporation (“Parent”), and Computershare Inc., a Delaware corporation, (“Computershare”) and its affiliate Computershare Trust Company, N.A., a federally chartered trust company, jointly as rights agent (collectively, the “Rights Agent”).
FOURTH AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • November 13th, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
This Fourth Amendment (the “Fourth Amendment”) to the Agreement (as defined below), is entered into as of October 9, 2018 (the “Amendment Effective Date”), by and between Surface Oncology, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Surface”), and Novartis Institutes for BioMedical Research, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Novartis”).
FIRST AMENDED AND RESTATED DEVELOPMENT AND OPTION AGREEMENTDevelopment and Option Agreement • November 13th, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This First Amended and Restated Development and Option Agreement (this “Agreement”) made effective as of October 3, 2018 (the “Amended Effective Date”), is entered into by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Surface Oncology, Inc., a Delaware corporation having an address at 25 First Street, Suite 303, Cambridge, MA 02141 (“Surface”).
LEASE TERMINATION AGREEMENTLease Termination Agreement • August 2nd, 2023 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is entered into as of this ____ day of June, 2023 (“Execution Date”), by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company (“Landlord”), and SURFACE ONCOLOGY, INC., a Delaware corporation (“Tenant”).
Re: Transition and CEO Support AgreementTransition and Ceo Support Agreement • February 11th, 2021 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter confirms the agreement that you and Surface Oncology, Inc. (the “Company”) have reached regarding your professional relationship with the Company. You and the Company’s Board of Directors (the “Board”) have mutually agreed that you will transition from the role of Chief Executive Officer (the “CEO”) effective April 1, 2021. Following that transition, you will continue to provide services as a Senior Advisor and you will serve as Chair of the Board.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 30th, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2018 (the “Effective Date”), by and between Surface Oncology, Inc., a Delaware corporation (the “Company”) and Novartis Institutes for Biomedical Research, Inc. (“Purchaser”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SURFACE ONCOLOGY, LLC Dated this 8th day of September, 2023Limited Liability Company Agreement • September 8th, 2023 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Surface Oncology, LLC (the “Company”) is made and entered into as of the date set forth above by Coherus BioSciences, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SURFACE ONCOLOGY, INC.Restricted Stock Unit Award Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • November 4th, 2021 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 (“Amendment No. 1”) to the License Agreement dated December 20, 2020 between GlaxoSmithKline Intellectual Property (No. 4) Limited, having a principal place of business at 980 Great West Road, Brentford, Middlesex TW8 9GS United Kingdom (“GSK”) and Surface Oncology, Inc., having a place of business at 50 Hampshire Street, Cambridge MA 02139 (“Surface”) is effective as of August 11, 2021 (“Amendment Effective Date”). Each of GSK and Surface may be referred to herein as a “Party” and together, the “Parties”.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE SURFACE ONCOLOGY, INC.Restricted Stock Award Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
SUBLEASESublease Agreement • March 10th, 2020 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SUBLEASE AGREEMENT (this “Sublease”), made as of December 16, 2019 (the “Effective Date”), by and between SURFACE ONCOLOGY, INC., a Delaware corporation (“Sublessor”), and EQRX, INC., a Delaware corporation (hereinafter referred to as “Sublessee”);
SURFACE ONCOLOGY, INC.Shareholder Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOS
SECOND AMENDMENT TO LEASELease • May 24th, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)
THIS ACKNOWLEDGEMENT OF ADDITIONAL PREMISES RENT COMMENCEMENT DATE AND TERM EXPIRATION DATE is entered into as of [ ], 20[ ], with reference to that certain Lease dated as of May 13, 2016, as amended by that certain First Amendment to Lease dated as of February 28, 2017, and that certain Second Amendment to Lease dated as of [ ], 2018 (the “Second Amendment”) (collectively, and as the same may have been heretofore further amended, amended and restated, supplemented or modified from time to time, the “Lease”), by SURFACE ONCOLOGY, INC., a Delaware corporation (“Tenant”), in favor of BMR-HAMPSHIRE STREET LLC, a Delaware limited liability company (“Landlord”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Lease.
