Number of Shares] ICOSAVAX, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 7th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between Icosavax, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
ICOSAVAX, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 16th, 2022 • Icosavax, Inc. • Biological products, (no disgnostic substances) • New York
Icosavax, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:
ICOSAVAX, INC.Employment Agreement • July 22nd, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This amended and restated employment letter agreement (this “Agreement”) amends and restates that certain employment letter agreement, dated August 15, 2019 (the “Prior Agreement”), by and between Icosavax, Inc. (the “Company”) and you (also referred to herein as “Employee” and together, the “Parties”). This Agreement sets forth the terms of your continued employment with the Company, effective as of the closing of the Company’s initial public offering (“IPO”). In consideration of the mutual promises herein contained, the Parties agree as follows:
AGREEMENT AND PLAN OF MERGER by and among ASTRAZENECA FINANCE AND HOLDINGS INC., ISOCHRONE MERGER SUB INC. and ICOSAVAX, INC. Dated as of December 11, 2023Merger Agreement • December 12th, 2023 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Delaware
SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
ICOSAVAX, INC.Employment Letter Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
In connection with the transactions contemplated by the Series A Preferred Stock Purchase Agreement, dated as of August 15, 2019, by and among the Company and the Purchasers named therein (the “Transaction”), we are amending and restating the terms of your position at Icosavax, Inc. (the “Company”), as previously set forth on that certain Consulting Agreement, dated September 1, 2018 (the “Prior Agreement”), by and between the Company and you (also referred herein as “Employee” and together, the “Parties”). Please note that this employment letter agreement (this “Agreement”) is contingent on the closing of the Transaction (the “Closing”), and shall become effective as of the Closing (the “Effective Date”). In the event the Closing does not occur on or before December 31, 2019, this Agreement shall have no force and effect and shall be null and void, and the Prior Agreement shall remain in effect. In consideration of the mutual promises herein contained, the Parties agree as follows:
ICOSAVAX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 19, 2021Investors’ Rights Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of March 19, 2021, by and among Icosavax, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, (each of which is referred to in this Agreement as an “Investor”), each of the stockholders listed on Schedule B hereto (each of whom is referred to herein as a “Key Holder”) and any additional purchaser of Preferred Stock (as defined below) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
GLOBAL ACCESS AND PRICE COMMITMENT AGREEMENT Investment ID [***]Global Access and Price Commitment Agreement • July 7th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances)
This Global Access and Price Commitment Agreement (“Agreement”), effective as of the date of the last signature below, is made by and between the Bill & Melinda Gates Foundation (the “Foundation”) and Icosavax, Inc. (“Icosavax”), in connection with the Grant Agreement for [***] between the Parties effective September 24, 2020 (“Grant Agreement”). Unless otherwise defined in this Agreement, capitalized terms have the same meaning as given in the Grant Agreement. This Agreement is a part of, and is incorporated into, the Grant Agreement.
Patent License Agreement Agreement No. [***]Patent License Agreement • July 7th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Texas
This Patent License Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).
BOREN LABS 1930 BOREN AVENUE SEATTLE, WASHINGTON LEASE AGREEMENT BETWEEN BOREN LOFTS OWNER (DE) LLC, a Delaware limited liability company, AS LANDLORD AND ICOSAVAX, INC., a Delaware corporation, AS TENANTLease Agreement • March 30th, 2022 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This Lease Agreement (this “Lease”) is made and entered into as of December 15, 2021 (the “Effective Date”), by and between BOREN LOFTS OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ICOSAVAX, INC., a Delaware corporation (“Tenant”).
LICENSE AND EXCLUSIVE OPTION AGREEMENT BETWEEN ICOSAVAX, INC. AND UNIVERSITY OF WASHINGTON FOR COMPUTATIONALLY DESIGNED NANOPARTICLES AND VACCINES BASED UPON SUCH DESIGNS UW COMOTION AGREEMENT REF. [***]License and Exclusive Option Agreement • July 7th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This License and Exclusive Option Agreement (this “Agreement”), effective as of the date of last signature (the “Effective Date”), is made and entered into between the University of Washington, a public institution of higher education and an agency of the state of Washington, (“University”), and Icosavax, Inc., a for profit corporation under the laws of Delaware (“Company”).
MUTUAL NON-DISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • December 27th, 2023 • Icosavax, Inc. • Biological products, (no disgnostic substances)
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into between Icosavax, Inc., a Delaware corporation (“Company”), and the other party named on the signature page hereto (“Other Party”) as of 21-July-2022 (the “Effective Date”), to protect the confidentiality of certain confidential information of Company or of Other Party to be disclosed under this Agreement solely for use in evaluating or pursuing a business relationship between the parties (the “Permitted Use”). Company and Other Party may be referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2023 • Icosavax, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2023, between Icosavax, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN ICOSAVAX, INC. AND UNIVERSITY OF WASHINGTON FOR COMPUTATIONALLY DESIGNED NANOPARTICLES AND VACCINES BASED UPON SUCH DESIGNS UW COMOTION AGREEMENT REF. [***]Exclusive License Agreement • July 7th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This Exclusive License Agreement (this “Agreement”), effective as of the date of last signature (the “Effective Date”), is made and entered into between the University of Washington, a public institution of higher education and an agency of the state of Washington, (“University”), and Icosavax, Inc., a for profit corporation under the laws of Delaware (“Company”).
ICOSAVAX, INC.Employment Agreement • July 7th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • California
Icosavax, Inc. (the “Company”) is pleased to offer you (the “Employee”) a position on the terms set forth in this letter (this “Agreement”). In consideration of the mutual promises herein contained, the parties agree as follows:
Icosavax, Inc.Employment Agreement • August 14th, 2023 • Icosavax, Inc. • Biological products, (no disgnostic substances)
Icosavax, Inc. (the “Company”) is pleased to offer you (the “Employee”) a position on the terms set forth in this letter (this “Agreement”). In consideration of the mutual promises herein contained, the parties agree as follows:
Non-Exclusive License Agreement between Icosavax, Inc. and University of Washington for Computationally Designed Nanoparticles and Flu Vaccines Based upon Such Designs uw comotion agreement ref. [***]Non-Exclusive License Agreement • March 30th, 2022 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This Non-Exclusive License Agreement (this “Agreement”), effective as of the date of last signature (the “Effective Date”), is made and entered into between the University of Washington, a public institution of higher education and an agency of the state of Washington, (“University”), and Icosavax, Inc., a for profit corporation under the laws of Delaware (“Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 12th, 2023 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2023, by and between AstraZeneca Finance and Holdings Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock of Icosavax, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 11, 2023 by and among Parent, Isochrone Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company (as such agreement may be subsequently amended or modified, the “Merger Agreement”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. PUBLIC HEALTH SERVICE Amendment This Agreement is based...Amendment • August 14th, 2023 • Icosavax, Inc. • Biological products, (no disgnostic substances)
This is the Third amendment ("Third Amendment") of the agreement by and between the NIAID and Licensee having an effective date of June 28, 2018 and having NIAID Reference Number [***], as amended by the First amendment dated September 10, 2018 and having NIAID Reference Number [***] (the "First Amendment") and the Second amendment dated September 9, 2020 and having NIAID Reference Number [***] (the "Second Amendment") ( the "Agreement"). This Third Amendment, having NIAID Reference Number [***] includes, in addition to the amendments made below, a Signature Page.
ICOSAVAX, INC.Employment Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This amended and restated employment letter agreement (this “Agreement”) amends and restates that certain employment letter agreement, dated August 15, 2019 (the “Prior Agreement”), by and between the Company and you (also referred herein as “Employee” and together, the “Parties”). This Agreement sets forth the terms of your continued employment with Icosavax, Inc. (the “Company”), effective as of February 21, 2020. In consideration of the mutual promises herein contained, the Parties agree as follows:
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT BETWEEN...Exclusive License Agreement • August 14th, 2023 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This Amended and Restated Exclusive License Agreement [***] (this “Agreement”), effective as of the date of last signature (the “Effective Date”), is made and entered into between the University of Washington, a public institution of higher education and an agency of the state of Washington, (“University”), and Icosavax, Inc., a for profit corporation under the laws of Delaware (“Company”).
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT NONEXCLUSIVE – SUBLICENSABLE and BIOLOGICAL MATERIALS LICENSE-NON-EXCLUSIVE This Agreement is based on the model Patent License Non-Exclusive Sublicensable Agreement adopted by the U.S. Public Health...Patent License Agreement Nonexclusive – Sublicensable • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), Appendix G (Royalty Payment Options, and Appendix H (Shipping Information).
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT NONEXCLUSIVE – SUBLICENSABLE and BIOLOGICAL MATERIALS LICENSE-NON-EXCLUSIVE This Agreement is based on the model Patent License Non-Exclusive Sublicensable Agreement adopted by the U.S. Public Health...Patent License Agreement • July 7th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), Appendix G (Royalty Payment Options, and Appendix H (Shipping Information).
