Immatics N.V. Sample Contracts

IMMATICS N.V. Ordinary Shares (Nominal value €0.01 per share) SALES AGREEMENT
Sales Agreement • October 10th, 2024 • Immatics N.V. • Biological products, (no disgnostic substances) • New York

Immatics N.V., a public limited liability company (naamloze vennootschap) under Dutch law (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:

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Immatics N.V. Ordinary Shares (Nominal value €0.01 per share) Underwriting Agreement
Underwriting Agreement • October 15th, 2024 • Immatics N.V. • Biological products, (no disgnostic substances)

Immatics N.V., a public limited company (naamloze vennootschap) under Dutch law (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 16,250,000 (the “Firm Shares”) of the Company’s ordinary shares, nominal value €0.01 per share (“Ordinary Shares”), and, at the election of the Underwriters, up to 2,437,500 additional Ordinary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively referred to as the “Shares.”

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Immatics N.V. Ordinary Shares (Nominal value €0.01 per share) Underwriting Agreement
Underwriting Agreement • October 12th, 2022 • Immatics N.V. • Biological products, (no disgnostic substances)

Jefferies LLC Jefferies GmbH SVB Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Jefferies LLC 520 Madison Avenue New York, NY 10022 c/o Jefferies GmbH Bockenheimer Landstr. 24 60323 Frankfurt am Main c/o SVB Securities LLC 1301 Avenue of the Americas, 12th Floor New York, NY 10019

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THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT HOUSTON AND IMMATICS US, INC. AMENDMENT NUMBER 2 — FACILITIES/EQUIPMENT USE AND SERVICES AGREEMENT
Facilities/Equipment Use and Services Agreement • April 16th, 2020 • Immatics B.V.

This Amendment Number 2 (“Amendment”) to the Facilities/Equipment Use and Services Agreement effective September 1, 2015 by and between The University of Texas Health Science Center at Houston, (“UTHealth”) and lmmatics US, Inc. (“lmmatics”), as amended (“Agreement”) is entered into effective the 101h day of August 2016,. UTHealth and Immatics shall be known collectively as “the Parties” and singularly as “a Party” or “the Party.”

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THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT HOUSTON AND IMMATICS US, INC. AMENDMENT NUMBER 8 - FACILITIES/EQUIPMENT USE AND SERVICES AGREEMENT
Facilities/Equipment Use and Services Agreement • March 21st, 2024 • Immatics N.V. • Biological products, (no disgnostic substances)

This Amendment Number 8 (“Amendment”) to the Facilities/Equipment Use and Services Agreement (“Agreement”) is entered into effective the 1st day of May 2023, by and between The University of Texas Health Science Center at Houston, (“UTHealth”) and lmmatics US, Inc. (“lmmatics”). UTHealth and lmmatics shall be known collectively as “the Parties” and singularly as “a Party” or “the Party.”

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MASTER CLINICAL TRIAL AGREEMENT
Master Clinical Trial Agreement • April 16th, 2020 • Immatics B.V. • Texas

This Master Clinical Trial Agreement (this “Agreement”) is entered into as of December 1, 2016 (the “Effective Date”), by and between Immatics US, Inc. (“Sponsor”), having a principal place of business at 2130 Holcombe, Suite 11.3000, Houston, Texas 77030 and The University of Texas MD Anderson Cancer Center (“Study Site”), an agency of the State of Texas and a member institution of The University of Texas System (“System”), located at 1515 Holcombe Blvd., Houston, Texas 77030. Sponsor and the Study Site are sometimes referred to herein individually as a “Party” and collectively as “Parties.”

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MASTER COLLABORATION AND LICENSE AGREEMENT by and between IMMATICS BIOTECHNOLOGIES GMBH and MODERNATX, INC. Dated as of September 7, 2023
Master Collaboration and License Agreement • March 21st, 2024 • Immatics N.V. • Biological products, (no disgnostic substances) • Delaware

This MASTER COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of September 7, 2023 (the “Execution Date”) by and between Immatics Biotechnologies GmbH, a German corporation (“Immatics”), and ModernaTX, Inc., a Delaware corporation (“Moderna”). Moderna and Immatics are each referred to herein as a “Party” or, together, as the “Parties.”

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IMMATICS US, INC. RESTRICTED STOCK ACQUISITION AGREEMENT
Restricted Stock Purchase Agreement • April 16th, 2020 • Immatics B.V. • Delaware

THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 14th day of August, 2015, by and among IMMATICS US, INC., a Delaware corporation (the “Company”), the Board of Regents of the University of Texas System, for the benefit of the University of Texas M.D. Anderson Cancer Center, a member institution of The University of Texas System and an agency of the State of Texas (“MD Anderson”), and IMMATICS BIOTECHNOLOGIES GMBH (the “Parent”) (solely with respect to terms and conditions set forth under Sections 1(d), 2, 5, 9 and 10).

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THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT HOUSTON AND IMMATICS US, INC. AMENDMENT NUMBER 1 – FACILITIES/EQUIPMENT USE AND SERVICES AGREEMENT
Facilities/Equipment Use and Services Agreement • April 16th, 2020 • Immatics B.V.

This Amendment Number 1 (“Amendment”) to the Facilities/Equipment Use and Services Agreement (“Agreement”) is entered into effective the 1st day of September 2015, by and between The University of Texas Health Science Center at Houston, (“UTHealth”) and Immatics US, Inc. (“Immatics”). UTHealth and Immatics shall be known collectively as “the Parties” and singularly as “a Party” or “the Party.”

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THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
License Royalty Adjustment Agreement • April 16th, 2020 • Immatics B.V.

This License Royalty Adjustment Agreement (“Agreement”) is made on this 5th day of January, 2016, by and between THE BOARD OF REGENTS (“Board”) of THE UNIVERSITY OF TEXAS SYSTEM (“System”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (“UTMDACC”), a member institution of SYSTEM, and IMMATICS US, INC., a Delaware corporation having a principal place of business located at 700 Milam Street, Suite 1300, Houston, Texas 77002 USA (“Licensee”).

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MASTER SERVICES AGREEMENT
Master Services Agreement • March 21st, 2024 • Immatics N.V. • Biological products, (no disgnostic substances)

THIS MASTER SERVICES AGREEMENT (this “MSA”) is effective as of March 20, 2024 (“Effective Date”) between Patheon UK Limited, part of Thermo Fisher Scientific with offices located at Kingfisher Drive, Swindon, SN3 5BZ, United Kingdom (“Patheon”) and Immatics Biotechnologies GmbH, with offices located at Paul-Ehrlich-Str. 15, Tübingen, Baden-Wurttemberg, Germany 72076 (“Client”). Patheon and Client may be referred to in this MSA separately as a “Party” or together as the “Parties”.

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COLLABORATION & LICENSE AGREEMENT
Collaboration & License Agreement • April 16th, 2020 • Immatics B.V. • Texas

This COLLABORATION & LICENSE AGREEMENT (this “Agreement”) is entered into as of August 17, 2015 (the “Effective Date”) by and between IMMATICS US INC., a corporation organized and existing under the laws of Delaware (“Immatics US”) and The University of Texas M. D. Anderson Cancer Center, (“MD Anderson”), a member institution of The University of Texas System (“System”), with a place of business at 1515 Holcombe Blvd., Houston, Texas. Immatics US and MD Anderson are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Warrant Assignment, Assumption and Amendment Agreement • June 5th, 2020 • Immatics B.V. • Biological products, (no disgnostic substances) • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [•], 2020, by and among ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), Immatics N.V., a Dutch public limited liability company (“TopCo”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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AMENDMENT NO.1 TO BUSINESS COMBINATION AGREEMENT
Business Combination Agreement • June 8th, 2020 • Immatics B.V. • Biological products, (no disgnostic substances)

This AMENDMENT NO. 1, dated as of June 7, 2020 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT (the “Business Combination Agreement”), dated as of March 17, 2020, by and among Immatics B.V., a Netherlands private limited liability company (“TopCo”), Immatics Biotechnologies GmbH, a German limited liability company (the “Company”), ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (“ARYA”), Immatics Merger Sub 1, a Cayman Islands exempted company and Immatics Merger Sub 2, a Cayman Islands exempted company. TopCo, the Company, ARYA and the Merger Subs, shall be referred to herein from time to time collectively as the “Parties”. Unless otherwise defined herein, capitalized terms are used herein as defined in the Business Combination Agreement.

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THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT HOUSTON AND IMMATICS US, INC. AMENDMENT NUMBER 5 — FACILITIES/EQUIPMENT USE AND SERVICES AGREEMENT
Facilities/Equipment Use and Services Agreement • April 16th, 2020 • Immatics B.V.

This Amendment Number 5 (“Amendment”) to the Facilities/Equipment Use and Services Agreement (“Agreement”) is entered into effective the 1st day of July 2018, by and between The University of Texas Health Science Center at Houston, (“UTHealth”) and Immatics US, Inc. (“Immatics”). UTHealth and Immatics shall be known collectively as ‘the Parties” and singularly as “a Party” or “the Party.”

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EXHIBIT A TCER COLLABORATION PROJECT AGREEMENT pursuant to the COLLABORATION AND LICENSE AGREEMENT by and between IMMATICS BIOTECHNOLOGIES GMBH and MODERNATX, INC. Dated as of September 7, 2023
Collaboration Project Agreement • March 21st, 2024 • Immatics N.V. • Biological products, (no disgnostic substances)

This TCER COLLABORATION PROJECT AGREEMENT (this “Project Agreement”) is entered into and made effective as of September 7, 2023 (the “Execution Date”), by and between Immatics Biotechnologies GmbH, a German corporation (“Immatics”), and ModernaTX, Inc., a Delaware corporation (“Moderna”). Moderna and Immatics are each referred to herein as a “Party,” or, together, as the “Parties.”

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INVESTOR RIGHTS AND LOCK-UP AGREEMENT
Investor Rights and Lock-Up Agreement • July 31st, 2020 • Immatics N.V. • Biological products, (no disgnostic substances)

THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of July 1, 2020, by and among Immatics N.V., a Dutch public limited liability company (the “Company”), the parties listed as Investors on Schedule I hereto (each, an “Investor” and collectively, the “Investors”).

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THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT HOUSTON AND IMMATICS US, INC. AMENDMENT NUMBER 3 – FACILITIES/EQUIPMENT USE AND SERVICES AGREEMENT
Facilities/Equipment Use and Services Agreement • April 16th, 2020 • Immatics B.V.

This Amendment Number 3 (“Amendment”) to the Facilities/Equipment Use and Services Agreement (“Agreement”) is entered into effective the 1st day of October 2016, by and between The University of Texas Health Science Center at Houston, (“UTHealth”) and Immatics US, Inc. (“Immatics”). UTHealth and Immatics shall be known collectively as “the Parties” and singularly as “a Party” or “the Party.”

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Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. (the “Company”) has determined that the information (i) is not material and (ii) is customarily and actually treated by the Company as...
Collaboration Agreement • March 22nd, 2023 • Immatics N.V. • Biological products, (no disgnostic substances) • New York

This COLLABORATION AGREEMENT (this “Agreement”) is entered into and made effective as of June 1, 2022 (the “Effective Date”) by and between Immatics US, Inc., a Delaware corporation having an address at 2201 W. Holcombe Boulevard, Suite 205, Houston, Texas 77030 (“Immatics”) and Celgene Switzerland LLC, a Delaware limited liability company (“BMS”), and, solely for purposes of Section 12.16, Immatics Biotechnologies GmbH, a limited liability company organized under the laws of Germany having an address at Paul-Ehrlich-Strasse 15, 72076 Tuebingen, Germany (“Immatics GmbH”). BMS and Immatics are each referred to herein by name or as a “Party” or, collectively, as the “Parties”.

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DATED [•] INDEMNITY AGREEMENT between Immatics N.V. and CMS Derks Star Busmann N.V. cms.law
Indemnity Agreement • June 5th, 2020 • Immatics B.V. • Biological products, (no disgnostic substances)
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LEASE AGREEMENT BETWEEN WEATHERFORD FARMS DC, L.P. AS LANDLORD, AND IMMATICS US, INC., AS TENANT DATED MARCH 24, 2022 STAFFORD, TEXAS
Lease Agreement • March 21st, 2024 • Immatics N.V. • Biological products, (no disgnostic substances) • Texas

This Lease Agreement (this “Lease”) is entered into as of March 24, 2022, between WEATHERFORD FARMS DC, L.P., a Delaware limited partnership (“Landlord”), and IMMATICS US, INC., a Delaware corporation (“Tenant”).

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Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. (IMTX) has determined that the information (i) is not material and (ii) is the type that IMTX customarily and actually treats as...
Facilities/Equipment Use and Services Agreement • March 30th, 2021 • Immatics N.V. • Biological products, (no disgnostic substances)

This Amendment Number 6 (“Amendment”) to the Facilities/Equipment Use and Services Agreement (“Agreement”) is entered into effective the 1st day of June 2020, by and between The University of Texas Health Science Center at Houston, (“UTHealth”) and lmmatics US, Inc. (“lmmatics”). UTHealth and lmmatics shall be known collectively as “the Parties” and singularly as “a Party” or “the Party.”

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Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. has determined that the information (i) is not material and (ii) is the type that Immatics N.V. customarily and actually treats as...
License, Development and Commercialization Agreement • March 23rd, 2022 • Immatics N.V. • Biological products, (no disgnostic substances) • New York

This License, Development and Commercialization Agreement (this “Agreement”), dated as of December 10, 2021 (the “Execution Date”), is made by and between Immatics Biotechnologies GmbH, a company organized under the laws of Germany, with its principal business address at Paul-Ehrlich-Strasse 15, 72076 Tuebingen, Germany (“Immatics”), and Bristol-Myers Squibb Company, a Delaware corporation headquartered at 430 East 29th Street, 14th Floor, NY, NY 10016 (“BMS”). Immatics and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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EXHIBIT C COMBINATION COLLABORATION PROJECT AGREEMENT pursuant to the COLLABORATION AND LICENSE AGREEMENT by and between IMMATICS US, INC. and MODERNATX, INC. Dated as of September 7, 2023
Combination Collaboration Project Agreement • March 21st, 2024 • Immatics N.V. • Biological products, (no disgnostic substances)

This COMBINATION COLLABORATION PROJECT AGREEMENT (this “Project Agreement”) is entered into and made effective as of September 7, 2023 (the “Execution Date”) by and between Immatics US, Inc., a Delaware corporation having an address at 2201 W. Holcombe Boulevard, Suite 205, Houston, Texas 77030 (“Immatics”), and ModernaTX, Inc., a Delaware corporation (“Moderna”). Moderna and Immatics are each referred to herein as a “Party,” or, together, as the “Parties.”

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FACILITIES/EQUIPMENT USE AND SERVICES AGREEMENT
Facilities/Equipment Use and Services Agreement • April 16th, 2020 • Immatics B.V. • Texas

THIS FACILITIES/EQUIPMENT USE AND SERVICES AGREEMENT (“Agreement”), dated effective as of September 1, 2015 (“Effective Date”), is made and entered into by and between The University of Texas Health Science Center at Houston (“UTHealth”), an institution of The University of Texas System and governed by the Board of Regents (“Board”) and Immatics US, Inc., a Delaware corporation (“Immatics”).

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THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT HOUSTON AND IMMATICS US, INC. AMENDMENT NUMBER 4 — FACILITIES/EQUIPMENT USE AND SERVICES AGREEMENT
Facilities/Equipment Use and Services Agreement • April 16th, 2020 • Immatics B.V.

This Amendment Number 4 (“Amendment”) to the Facilities/Equipment Use and Services Agreement (“Agreement”) is entered into effective the 1st day of April 2017, by and between The University of Texas Health Science Center at Houston, (“UTHealth”) and Immatics US, Inc. (“Immatics”). UTHealth and Immatics shall be known collectively as “the Parties” and singularly as “a Party” or “the Party.”

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NON-EXCLUSIVE LICENSE AGREEMENT
License Agreement • April 16th, 2020 • Immatics B.V.

STICHTING SANQUIN BLOEDVOORZIENING, a foundation organized and existing under the laws of the Netherlands, having its address at Plesmanlaan 125, 1066 CX Amsterdam, the Netherlands (“SANQUIN”);

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • April 16th, 2020 • Immatics B.V.

In connection with the proposed business combination (the “Transaction”) between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (“ARYA”), and Immatics Biotechnologies GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (“Immatics”), pursuant to a business combination agreement to be entered into among Immatics, Immatics B.V., a Netherlands private company with limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and a newly formed entity formed for the purpose of consummating the Transaction (the “Company”), and the other parties thereto (the “Transaction Agreement”), the Company is seeking commitments from interested investors to purchase ordinary shares, par value EUR 0.01 per share (the “Shares”), of the Company, for a purchase price of $10.00 per share. The aggregate purchase price to be paid by the undersigned (the “Investor”) for the subscribed Shares (as set forth on the sig

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 25th, 2023 • Immatics N.V. • Biological products, (no disgnostic substances) • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 19, 2023 by and between Immatics N.V., a public limited liability company (naamloze vennootschap) under Dutch law (the “Company”), and Bristol-Myers Squibb Company (the “Investor”).

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EXHIBIT B DATABASE / VACCINE COLLABORATION PROJECT AGREEMENT pursuant to the COLLABORATION AND LICENSE AGREEMENT by and between IMMATICS BIOTECHNOLOGIES GMBH and MODERNATX, INC. Dated as of September 7, 2023
Database / Vaccine Collaboration Project Agreement • March 21st, 2024 • Immatics N.V. • Biological products, (no disgnostic substances)

This DATABASE / VACCINE COLLABORATION PROJECT AGREEMENT (this “Project Agreement”) is entered into and made effective as of September 7, 2023 (the “Execution Date”) by and between Immatics Biotechnologies GmbH, a German corporation (“Immatics”), and ModernaTX, Inc., a Delaware corporation (“Moderna”). Moderna and Immatics are each referred to herein as a “Party” or, together, as the “Parties.”

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