Arcellx, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2022 • Arcellx, Inc. • Biological products, (no disgnostic substances) • New York
ARCELLX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2021 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Arcellx, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
ARCELLX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • May 23rd, 2022 • Arcellx, Inc. • Biological products, (no disgnostic substances) • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Arcellx, Inc. (the “Company”) and Michelle Gilson (the “Executive”), effective as of the date on which Executive commences employment with the Company (the “Effective Date”).
STIFEL NICOLAUS MASTER FORM ATM SALES AGREEMENT ARCELLX, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • May 8th, 2023 • Arcellx, Inc. • Biological products, (no disgnostic substances) • New York
Arcellx, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $350,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (this “Agreement” and such shares of Common Stock sold hereunder, the “Shares”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
Confirmatory Employment Letter January 31, 2022Confirmatory Employment Letter • January 31st, 2022 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Maryland
This letter agreement (the “Agreement”) is entered into between Arcellx, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
LEASE BETWEEN ARCELLX, INC., AS TENANT AND TFG WEST WATKINS PROPERTY, LLC, AS LANDLORD 25, 35 & 45 WEST WATKINS MILL ROAD GAITHERSBURG, MARYLANDLease Agreement • December 28th, 2021 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Maryland
THIS LEASE is dated as of October 5th, 2018 (the “Execution Date”) between the Landlord and the Tenant named below, and is of space in the Building described below.
ARCELLX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT MARCH 26, 2021Investors’ Rights Agreement • December 28th, 2021 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 26th day of March 2021, by and among Arcellx, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors or transferees, who become parties to this Agreement in accordance with Section 6.9 hereof, each an “Investor” and together the “Investors”).
ARCELLX, INC. AMENDED AND RESTATED STANDSTILL AND STOCK RESTRICTION AGREEMENTStandstill and Stock Restriction Agreement • February 28th, 2024 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Standstill and Stock Restriction Agreement (this “Agreement”) is being entered into as of November 15, 2023 (“Effective Date”) by and among Arcellx, Inc., a Delaware corporation (the “Company”) and Gilead Sciences, Inc., a Delaware corporation (the “Investor”), which amends and restates that certain Standstill and Stock Restriction Agreement (the “Original Standstill Agreement”), dated December 8, 2022.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 28th, 2024 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of November 15, 2023 by and among Arcellx, Inc., a Delaware corporation (the “Company”), and Gilead Sciences, Inc., a Delaware corporation (the “Investor”).
DEVELOPMENT, EVALUATION AND LICENSE AGREEMENT between PFENEX INC. and ARCELLX, INC. Dated as of December 24, 2018Development, Evaluation and License Agreement • December 28th, 2021 • Arcellx, Inc. • Biological products, (no disgnostic substances)
This DEVELOPMENT, EVALUATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of December 24, 2018 (the “Effective Date”) by and between Pfenex Inc., a Delaware corporation, with its principal place of business at 10790 Roselle Street, San Diego, CA 92121 (“Pfenex”), and Arcellx, Inc., a Delaware corporation, with its principal place of business at 20271 Goldenrod Lane, Suite 2099, Germantown, MD 20876 (“Arcellx”). Pfenex and Arcellx are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • January 14th, 2022 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Maryland
This Transition Agreement and Release (“Agreement”) is made by and between David M. Hilbert, Ph.D. (“Employee”) and Arcellx, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • May 12th, 2022 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Delaware
This Manufacturing Services Agreement (this “Agreement”) is made as of September 2, 2021, (the “Effective Date”) between Lonza Houston, Inc., 14905 Kirby, Drive, Pearland, Texas 77047 (“LONZA”), and Arcellx, Inc., a Delaware corporation, having an office at 25 West Watkins Mill Road, Suite A, Gaithersburg, Maryland 20878 (“CLIENT”) (each of LONZA and CLIENT, a “Party” and, collectively, the “Parties”).
COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN ARCELLX, INC. AND KITE PHARMA, INC.Collaboration and License Agreement • March 29th, 2023 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Delaware
AMENDMENT NO. 1 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • February 28th, 2024 • Arcellx, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 (this “Amendment No. 1”) is executed as of the Amendment No. 1 Execution Date (as defined below) by and between Arcellx, Inc., a Delaware corporation (“Arcellx”), and Kite Pharma, Inc., a Delaware corporation (“Kite”). Arcellx and Kite are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • January 14th, 2022 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Delaware
This Consulting Agreement (the “Agreement”) is made effective as of January 7, 2022 (the “Effective Date”), by and between Arcellx, Inc., a Delaware corporation, with its principal offices located at 25 West Watkins Mill Road, Suite A, Gaithersburg, MD 20878 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
ARCELLX, INC. Confirmatory Employment Letter January 31, 2022Confirmatory Employment Letter • January 31st, 2022 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Maryland
This letter agreement (the “Agreement”) is entered into between Arcellx, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Amendment 1 to Statement of Work A-1 Increased Demand from September 2023 Through December 2024Manufacturing Services Agreement • November 13th, 2023 • Arcellx, Inc. • Biological products, (no disgnostic substances)
This Amendment 1 to Statement of Work A-1 (“Amendment 1”) is entered into September 1st, 2023 (the “Amendment 1 Effective Date”) by and between Arcellx, Inc. (“Arcellx” or the “Client”) and LONZA Houston, Inc. (“LONZA”) pursuant to the Manufacturing Services Agreement dated 02 September 2021 by and between Client and LONZA (the “Agreement”), amends Statement of Work A-1 made effective as of February 16, 2022 (“SOW A-1”) and entered into under the Agreement, and is incorporated into and made a part of and governed by such Agreement and SOW A-1. In the event of an inconsistency between the Agreement and this Amendment 1, the Agreement shall control unless otherwise specifically stated below.
ARCELLX, INC.Restricted Stock Unit Award Agreement • January 14th, 2022 • Arcellx, Inc. • Biological products, (no disgnostic substances) • Delaware
Unless otherwise defined herein, the terms defined in the 2017 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Amended and Restated Restricted Stock Unit Award Agreement (the “Award Agreement”). The Award Agreement amends and restates the Restricted Stock Unit Award Agreement, dated June 9, 2021, in all respects and is effecticve as of December 7, 2021.
