REPLIMUNE GROUP, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • August 3rd, 2023 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • New York
Replimune Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
Underwriting AgreementUnderwriting Agreement • July 10th, 2018 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • New York
Replimune Group, 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 [·] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [·] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 10th, 2018 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”), dated as of [ ], is by and between Replimune Group, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER](1) (“Indemnitee”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 8th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • New York
This second Amendment to Loan and Security Agreement (this “Amendment”) is dated as of December 22, 2023 and is entered into by and among Replimune Group, Inc., a Delaware corporation, and each of its Subsidiaries (other than Excluded Subsidiaries and the MSC Subsidiary) party to the Loan Agreement as borrower (individually and collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively referred to as “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacity, “Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2023 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Replimune, Inc. (the “Company”) and Emily Hill (the “Executive”) as of August 31, 2023.
DATED 23 MARCH 2023Replimune Group, Inc. • May 18th, 2023 • Biological products, (no disgnostic substances)
PRESCRIBED CLAUSES LR1. Date of lease : 23 March 2023 LR2. Title number(s) LR2.1 Landlord’s title number(s)ON130606LR2.2 Other title number(s)BK102078, ON122118, ON122717, ON145942, ON146219, ON225380, ON38283, ON72772, ON96949, ON216090 LR3. Parties to this lease : LandlordMEPC MILTON PARK NO. 1 LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on behalf of MEPC Milton LP (LP No. LP14504), both of whose registered offices are at Sixth Floor, 150 Cheapside, London EC2V 6ET TenantREPLIMUNE LIMITED (Company number 09496393) whose registered office is at 69 Innovation Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom, OX14 4RQOther partiesNone LR4. Property : In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail.68GH Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RX shown edged red on the Plan with a net internal floor area of 191 s
Employment AgreementEmployment Agreement • June 22nd, 2018 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (the “Agreement”) is made and entered into as of September , 2015 by and between Philip Astley-Sparke (the “Executive”) and Replimune, Inc., a Delaware Corporation (the “Company”).
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • July 10th, 2018 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into effective as of the date signed by the last Party to sign below (the “Effective Date”) by and between Replimune Inc., a corporation organized under the laws of Delaware, having a place of business at 18 Commerce Way, Woburn, MA 01801 (the “Recipient”) and Bristol-Myers Squibb Company, having a place of business at 345 Park Avenue, New York, NY 10154 (“BMS”). The Recipient and BMS are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 22nd, 2018 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 21 day of July, 2017, by and among Replimune Group, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A (the “Investors”) and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
LEASE BETWEEN REPLIMUNE GROUP, INC., AS TENANT AND ND/CR UNICORN LLC, AS LANDLORD 500 Unicorn Park Drive, Woburn, MassachusettsLease • June 13th, 2019 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE is dated as of June 7, 2019 (the “Effective Date”), between the Landlord and the Tenant named below, and is of space in the Building described below.
33 NEW YORK AVENUE FRAMINGHAM, MASSACHUSETTS 01701 LEASE SUMMARY SHEETIndenture of Lease • June 22nd, 2018 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS INDENTURE OF LEASE (this “Lease”) is hereby made and entered into on the Execution Date by and between Landlord and Tenant.
n I. D 0 0 D 0 0 D 0 D D 0 D Lr Atvtl Dated 2016 Lease between MEPC Milton Park No.1 Limited and MEPC Milton Park No. 2 Limited and Replimune Limited relating to 69 and 70 Innovation Drive Milton Park u ""1 J mmmm II MiltonPark :fi1 BrookStreet des...Replimune Group, Inc. • June 22nd, 2018 • Biological products, (no disgnostic substances)
REPLIMUNE GROUP, INC. RESTRICTED STOCK UNIT GRANT AGREEMENTReplimune Group, Inc. • May 18th, 2023 • Biological products, (no disgnostic substances) • Delaware
Pursuant to the terms of the Employment Agreement dated December 30, 2022 between Replimune, Inc. (the “Company”) and the Participant (as it may be amended from time to time, the “Employment Agreement”), the Company agreed to provide for the grant of restricted stock units to the Participant on the terms and subject to the conditions set forth herein. The Committee has decided to make this grant of restricted stock units as an inducement material for the Participant to enter into employment with the Company and to align the Participant’s interests with those of the Company and its stockholders. The grant of the restricted stock units provided for herein is intended to constitute an “employment inducement grant” as described in Rule 5635(c)(4), or any successor provision, of the Nasdaq Listing Rules, and is not being issued under the Replimune Group, Inc. 2018 Omnibus Incentive Compensation Plan, as amended from time to time (the “Plan”). Capitalized terms used herein and not otherwise
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Replimune, Inc. (the “Company”) and Sushil Patel (the “Executive”) as of March 25, 2024.
REPLIMUNE GROUP, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
Pursuant to the terms of the employment engagement between Replimune, Inc. (the “Company”) and the Participant (as it may be amended from time to time, the “Employment Agreement”), the Company agreed to provide for the grant of an option to acquire shares of Company common stock, $0.001 par value per share (“Company Stock”) to the Participant on the terms and subject to the conditions set forth herein. The Committee has decided to make this nonqualified stock option grant as an inducement material for the Participant to enter into employment with the Company and to align the Participant’s interests with those of the Company and its stockholders. The grant of the option provided for herein is intended to constitute an “employment inducement grant” as described in Rule 5635(c)(4), or any successor provision, of the Nasdaq Listing Rules, and is not being issued under the Replimune Group, Inc. 2018 Omnibus Incentive Compensation Plan, as amended from time to time (the “Plan”). Capitalized
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2023 • Replimune Group, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Loan and Security Agreement (this “Amendment”) is dated as of June 28, 2023 and is entered into by and among Replimune Group, Inc., a Delaware corporation, and each of its Subsidiaries (other than Excluded Subsidiaries and the MSC Subsidiary) party to the Loan Agreement as borrower (individually and collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively referred to as “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacity, “Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
Andrea Pirzkall 17927 Mollypop Lane Cornelius NC 28031 RE: Separation Agreement and Release Dear Andrea:Letter of Agreement • May 19th, 2022 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Replimune, Inc. (the “Company”) without Cause. You and the Company (the “Parties”) agree as follows:
REPLIMUNE GROUP, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENTGrant Agreement • November 7th, 2023 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
Pursuant to the terms of the Employment Agreement dated August 31, 2023 between Replimune, Inc. (the “Company”) and the Participant (as it may be amended from time to time, the “Employment Agreement”), the Company agreed to provide for the grant of an option to acquire shares of Company common stock, $0.001 par value per share (“Company Stock”) to the Participant on the terms and subject to the conditions set forth herein. The Committee has decided to make this nonqualified stock option grant as an inducement material for the Participant to enter into employment with the Company and to align the Participant’s interests with those of the Company and its stockholders. The grant of the option provided for herein is intended to constitute an “employment inducement grant” as described in Rule 5635(c)(4), or any successor provision, of the Nasdaq Listing Rules, and is not being issued under the Replimune Group, Inc. 2018 Omnibus Incentive Compensation Plan, as amended from time to time (the
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (RP-2)Collaboration and Supply Agreement • June 3rd, 2020 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (RP-2) (the “Agreement”) is made and entered into effective as of the date signed by the last Party to sign below (the “Effective Date”) by and between Replimune Inc., a corporation organized under the laws of Delaware, having a place of business at 18 Commerce Way, Woburn, MA 01801 (the “Recipient”) and Bristol-Myers Squibb Company, having a place of business at 345 Park Avenue, New York, NY 10154 (“BMS”). The Recipient and BMS are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances)
This CONSULTING AGREEMENT (this “Agreement”) is dated as of March 25, 2024, by and between Replimune, Inc. (the “Company”) and Robert Coffin (the “Consultant,” together with the Company, the “Parties” and each, a “Party”). This Agreement will be effective on April 1, 2024. For the avoidance of doubt, if the Consultant does not execute or revokes the Second Release attached as Exhibit C to the Separation and Transition Agreement dated as of March 25, 2024, between the Company and the Consultant (the “Transition Agreement”), this Agreement shall not become effective, the Term (as defined in Section 3(a) below) of this Agreement shall not commence and this Agreement shall automatically terminate and become null and void ab initio.
THIS AGREEMENT is made on 16 September 2015Agreement • July 10th, 2018 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • England and Wales
Robert Coffin RE: Separation and Transition Agreement Dear Rob:Transition Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter of agreement and general release (“Agreement”) confirms our agreement regarding your transition from employment with Replimune, Inc. (the “Company”) by mutual agreement, which is being treated as a termination by the Company without Cause (as such term is defined in the Employment Agreement by and between you and the Company dated November 2, 2021 (the “Employment Agreement”), to a consulting role. You and the Company (the “Parties” and each, a “Party”) agree to the following:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2023 • Replimune Group, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and among Replimune, Inc. (the “Company”) and Pamela Esposito (the “Executive”) as of September 20, 2023 (the “Amendment Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is entered into by and among Replimune Group, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively, together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
REPLIMUNE GROUP, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENTEmployment Agreement • May 18th, 2023 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
Pursuant to the terms of the Employment Agreement dated December 30, 2022 between Replimune, Inc. (the “Company”) and the Participant (as it may be amended from time to time, the “Employment Agreement”), the Company agreed to provide for the grant of an option to acquire shares of Company common stock, $0.001 par value per share (“Company Stock”) to the Participant on the terms and subject to the conditions set forth herein. The Committee has decided to make this nonqualified stock option grant as an inducement material for the Participant to enter into employment with the Company and to align the Participant’s interests with those of the Company and its stockholders. The grant of the option provided for herein is intended to constitute an “employment inducement grant” as described in Rule 5635(c)(4), or any successor provision, of the Nasdaq Listing Rules, and is not being issued under the Replimune Group, Inc. 2018 Omnibus Incentive Compensation Plan, as amended from time to time (th
CONSULTING AGREEMENTConsulting Agreement • August 3rd, 2023 • Replimune Group, Inc. • Biological products, (no disgnostic substances)
This CONSULTING AGREEMENT (this “Agreement”) is dated as of May 18, 2023, by and between Replimune, Inc. (the “Company”) and Jean Franchi (the “Consultant,” together with the Company, the “Parties” and each, a “Party”). This Agreement will be effective on June 3, 2023. For the avoidance of doubt, if the Consultant does not execute or revokes the Separation Agreement and Release, dated of May 18, 2023, between the Company and the Consultant (the “Separation Agreement”), this Agreement shall not become effective, the Term (as defined in Section 3(a) below) of this Agreement shall not commence and this Agreement shall automatically terminate and become null and void ab initio.
Tanya Lewis RE: Separation Agreement and Release Dear Tanya:Letter of Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Replimune, Inc. (the “Company”) without Cause (as defined in the Employment Agreement with the Company dated May 10, 2021 (the “Employment Agreement”). This Agreement provides for all payments to which you may be entitled from the Company, including under the Employment Agreement. You and the Company (the “Parties” and each, a “Party”) agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2019 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 7, 2019 and is entered into by and among Replimune Group, Inc., a Delaware corporation, and each of its Subsidiaries (other than Excluded Subsidiaries and the MSC Subsidiary) (hereinafter individually and collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
Pamela Esposito RE: Separation Agreement and Release Dear Pamela:Letter of Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Replimune, Inc. (the “Company”) without Cause (as defined in the Employment Agreement with the Company dated January 20, 2016 (the “Employment Agreement”). This Agreement provides for all payments to which you may be entitled from the Company, including under the Employment Agreement. You and the Company (the “Parties” and each, a “Party”) agree as follows:
AMENDMENT NO. 1 TO THE SALES AGREEMENTThe Sales Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Sales Agreement (this “Amendment”) is entered into as of May 16, 2024 by Replimune Group, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC, as sales agent (the “Agent”), which are the parties to that certain Sales Agreement, dated as of August 3, 2023 (the “Original Agreement”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
RE: Separation Agreement and Release — EXECUTION COPYLetter of Agreement • February 13th, 2020 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Replimune, Inc. (the “Company”). You and the Company agree as follows:
REPLIMUNE GROUP, INC. RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
Participant: %%FIRST_NAME%-% %%LAST_NAME%-% Date of Grant: %%OPTION_DATE,'Month DD, YYYY'%-% Restricted Units Granted: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 3rd, 2020 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 1, 2020 (the “Amendment Effective Date”), is entered into by and among REPLIMUNE GROUP, INC., a Delaware corporation, and each of its Subsidiaries (other than Excluded Subsidiaries and the MSC Subsidiary) (individually and collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, the “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent (in such capacity, “Agent”).
Re: Payoff of Loan and Security AgreementReplimune Group, Inc. • February 4th, 2021 • Biological products, (no disgnostic substances) • California
Reference is hereby made to that certain Loan and Security Agreement (as amended from time to time, the “Loan Agreement”), entered into and effective as of August 7, 2019, by and among Replimune Group, Inc., a Delaware corporation, and each of its Subsidiaries (other than Excluded Subsidiaries and the MSC Subsidiary (collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (collectively referred to as the “Lender”), and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in the Loan Agreement.
