TScan Therapeutics, Inc. Sample Contracts

TSCAN THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt Securities
Indenture • March 6th, 2024 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of [•], 202 , among TSCAN THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2021, between TScan Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

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2,472,581 SHARES OF COMMON STOCK (PAR VALUE $0.0001 PER SHARE) PRE-FUNDED WARRANTS TO PURCHASE 18,577,419 SHARES OF COMMON STOCK TScan Therapeutics, Inc. UNDERWRITING AGREEMENT April 16, 2024
Underwriting Agreement • April 17th, 2024 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
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] Shares TScan Therapeutics, Inc. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • April 30th, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Registration Rights Agreement (this “Agreement”) is made as of January 15, 2021 by and between TScan Therapeutics, Inc., a Delaware corporation (the “Company”), and the person(s) listed on the attached Schedule A who are signatories to this Agreement (each, an “Investor”, and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.

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EMPLOYMENT AGREEMENT
Employment Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS AGREEMENT (the “Agreement”) is entered into by and between WILLIAM DESMARAIS (the “Executive” or “you”) and TSCAN THERAPEUTICS, INC. (the “Company”), a Delaware corporation and replaces and supersedes the employment agreement between the Executive and Company, dated March 16, 2021 (the “Prior Agreement”).

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WALTHAM WOODS CORPORATE CENTER WALTHAM, MASSACHUSETTS Lease Dated November 29, 2021
Lease Agreement • December 2nd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 880 Winter Street, Waltham, Massachusetts 02451.

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Employment Agreement
Employment Agreement • August 12th, 2024 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances)

THIS AGREEMENT (the “Agreement”) is entered into by and between Chrystal Louis (the “Executive” or “you”) and TScan Therapeutics, Inc. (the “Company”), a Delaware corporation, as of the date all parties hereto have signed the Agreement.

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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 15th day of January, 2021, by and among TScan 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”.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2024 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS AGREEMENT (the “Agreement”) is entered into by and between ZORAN ZDRAVESKI (the “Executive” or “you”) and TSCAN THERAPEUTICS, INC., a Delaware corporation (the “Company”), as of the date all parties hereto have signed the Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS AGREEMENT (the “Agreement”) is entered into by and between BRIAN SILVER (the “Executive” or “you”) and TSCAN THERAPEUTICS, INC. (the “Company”), a Delaware corporation and replaces and supersedes the employment agreement between the Executive and Company, dated February 1, 2021 (as amended, the “Prior Agreement”).

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AMENDED AND RESTATED ROYALTY AGREEMENT
Royalty Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS AMENDED AND RESTATED ROYALTY AGREEMENT (the “Agreement”) is entered into as of June 12, 2018 (the “Effective Date”), by and between T-Scan Therapeutics, Inc., a Delaware corporation, having offices at Prudential Tower, 800 Boylston Street, Suite 1555, c/o Longwood Fund, Boston, MA 02199 (the “Company”) and Christoph Westphal, an individual with an address of (the “Founder”). The Company and the Founder are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.”

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TSCAN THERAPEUTICS, INC. Common Stock Sales Agreement
Sales Agreement • May 16th, 2023 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

TScan Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Wedbush Securities Inc. (“Wedbush”), as follows:

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Employment Agreement
Employment Agreement • August 10th, 2022 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS AGREEMENT (the “Agreement”) is entered into by and between Debora Barton (the “Executive” or “you”) and TScan Therapeutics, Inc., a Delaware corporation (the “Company”), as of the date all parties hereto have signed the Agreement.

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Amendment to Services Agreement
Services Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Amendment (“Amendment”), effective as of June 24, 2019 (“Amendment Effective Date”), to the Services Agreement (“Agreement”) by and between Dr. Christoph Westphal (“Provider”) and TScan Therapeutics, Inc., a Delaware Corporation (“Company”), with an effective date of October 9, 2018, confirms the following modification to the terms of the Agreement:

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SERVICES AGREEMENT
Services Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Services Agreement (the Agreement), effective as of October 9, 2018 (the Effective Date), is entered into by DR. CHRISTOPH WESTPHAL (Provider) and TSCAN THERAPEUTICS, INC., a Delaware corporation (Company). Provider and Company agree as follows

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CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE...
Research Collaboration and License Agreement • August 10th, 2023 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Research Collaboration and License Agreement (“Agreement”) is made and entered into effective as of May 8, 2023 (the “Effective Date”), by and between TScan Therapeutics, Inc., a Delaware corporation, having its offices at 830 Winter Street, Waltham, Massachusetts 02451 (“TScan”), and Amgen Inc., a Delaware corporation, having its offices at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”). Unless otherwise expressly stated otherwise in the Agreement, Amgen may perform any of its responsibilities and exercise any of its rights hereunder through any of its Affiliates. TScan and Amgen each may be referred to herein individually as a “Party”, or collectively as the “Parties.”

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CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH NON-EXCLUSIVE LICENSE AGREEMENT
Non-Exclusive License Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • British Columbia

PROVINCIAL HEALTH SERVICES AUTHORITY, continued under the Societies Act of British Columbia and having its administrative offices at 600 West 10th Avenue, Vancouver, British Columbia, Canada, V5Z 4E6 (“PHSA”);

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CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH OPTION & EXCLUSIVE LICENSE AGREEMENT
Option & Exclusive License Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Option and Exclusive License Agreement (this “Agreement”) is dated November 5, 2020 (the “Effective Date”), between TScan Therapeutics, Inc., a Delaware corporation (hereinafter referred to as “Licensor”), and QIAGEN Sciences, LLC, a limited liability company under Delaware law with an address of 19300 Germantown Road, Germantown, MD 20874 (hereinafter referred to as “Licensee”). Each of Licensee and Licensor may be referred to herein as a “Party” or collectively as the “Parties”.

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Contract
First Amendment • November 9th, 2023 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances)

PREMISES: Approximately 25,472 rentable square feet of space in the Building, consisting of approximately 24,826 rentable square feet of space on the third (3rd) floor of the Building and approximately 646 rentable square feet of space in the basement of the Building, as more particularly described in the Existing Lease (as defined below).

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THE BRIGHAM AND WOMEN’S HOSPITAL, INC. AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT BWH Agreement No: A225271 BWH Case No: 24002
Exclusive Patent License Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Amended and Restated Exclusive Patent License Agreement (“Agreement”) is made as of the 20th day of April 2021 (“Signature Date”), by and between TScan Therapeutics, Inc., a Delaware corporation, having a principal place of business at 830 Winter Street, Waltham MA 02451 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”). Company and Hospital are each referred to herein individually as a “Party” and collectively as the “Parties”.

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AMENDED AND RESTATED NOMINATING AGREEMENT
Nominating Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED NOMINATING AGREEMENT (this “Agreement”), dated as of April 22, 2021, by and among TScan Therapeutics, Inc., a Delaware corporation (the “Company”), Baker Brothers Life Sciences, L.P. (“BBLS”) and 667, L.P. (“667” and together with BBLS, the “Investor”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 12th, 2022 • TScan Therapeutics, 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 September 9, 2022 (the “Closing Date”) is entered into among TSCAN THERAPEUTICS, 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”), and 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”), the lenders 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”).

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COLLABORATION AND LICENSE AGREEMENT between TSCAN THERAPEUTICS, INC. and NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC. March 27, 2020
Collaboration and License Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of March 27, 2020 (the “Effective Date”), by and between TSCAN THERAPEUTICS, INC., a Delaware corporation with a place of business at 830 Winter Street, Waltham MA 02451 (“TScan”), and NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC., a Delaware corporation with a place of business at 250 Massachusetts Avenue, Cambridge, MA 02139 USA (“Novartis”). In this Agreement, Novartis and TScan are collectively referred to as the “Parties” and each individually a “Party”.

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Henry Rath Dear Henry:
Termination Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This letter (the “Agreement”) confirms the agreement between you and TScan Therapeutics, Inc. (the “Company”) regarding your termination of employment with the Company.

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