BioAtla, Inc. Sample Contracts

BIOATLA, INC. 9,745,128 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • November 7th, 2022 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York

BioAtla, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), an aggregate of 9,745,128 shares of common stock, par value $0.0001 per share, of the Company (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”.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•], 2020, between BioAtla, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

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OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • January 6th, 2023 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York
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11085 TORREYANA ROAD LEASE
Lease • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California

This Lease (this “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HCP TORREYANA, LLC, a Delaware limited liability company (“Landlord”), and BIOATLA, LLC, a Delaware limited liability company (“Tenant”).

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INVESTORS’ RIGHTS AGREEMENT
Investors' Rights Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 13th day of July, 2020, by and among BioAtla, 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”, and each of the direct and indirect beneficial owners of the Company’s Common Stock listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”, and any Additional Purchaser (as defined in the Purchase Agreement (as defined below)) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 20th, 2024 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2024, between BioAtla, 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”).

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RESTRICTED STOCK UNIT AGREEMENT UNDER THE BIOATLA, INC. 2020 EQUITY INCENTIVE PLAN
Restricted Stock Unit Agreement • August 8th, 2024 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between BioAtla, Inc., a Delaware corporation (the “Company”), and See Third-Party Administrative Platform (the “Grantee”) and is made as of See Third-Party Administrative Platform (the “Grant Date”).

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STOCK OPTION AGREEMENT UNDER THE BIOATLA, INC. 2020 EQUITY INCENTIVE PLAN
Stock Option Agreement • March 26th, 2024 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware

WHEREAS, the Company maintains the BioAtla, Inc. 2020 Equity Incentive Plan (as it may be amended and/or restated from time to time, the “Plan”);

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BioAtla, LLC
Severance Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances)

BioAtla, LLC (the “Company”), is pleased to provide the following Severance Agreement (the “Agreement”) to you. This Agreement will be effective only if you sign and return this Agreement within ten (10) business days.

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EXCLUSIVE LICENSE AGREEMENT BioAtla Holdings LLC and BioAtla LLC
Exclusive License Agreement • November 13th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California

THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into as of January 1, 2020, (the “Execution Date”), by and between BIOATLA HOLDINGS LLC, a Delaware corporation (the “Company”), and BIOATLA LLC, a Delaware limited liability company, having an address of 11085 Torreyana Road, San Diego, California 92121, USA (“BioAtla”).

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BioAtla, LLC
Severance Agreement • February 28th, 2022 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California

BioAtla, LLC (the "Company"), is pleased to provide the following Severance Agreement (the "Agreement") to you. This Agreement will be effective only if you sign and return this Agreement within ten (10) business days.

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COMMON STOCK PURCHASE WARRANT BIOATLA, INC.
Common Stock Purchase Warrant • December 20th, 2024 • BioAtla, Inc. • Biological products, (no disgnostic substances)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 20, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 20, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioAtla, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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TRANSITION AGREEMENT
Transition Agreement • May 12th, 2021 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California

This Transition Agreement (“Agreement”) is made and entered into between Carolyn Anderson Short (“Executive”) and BioAtla, Inc. (“BioAtla” or the “Company”).

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ROYALTY SHARING AGREEMENT
Royalty Sharing Agreement • November 13th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California

This Royalty Sharing Agreement (this “Agreement”) is made and entered into as of January 1, 2020 by and between BioAtla, LLC, a Delaware limited liability company (“BioAtla”), and BioAtla Holdings, LLC, a Delaware limited liability company (“Holdings”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” CHINA CLINICAL TRIAL...
Clinical Trial Services Agreement • May 14th, 2024 • BioAtla, Inc. • Biological products, (no disgnostic substances)

This China Clinical Trial Services Agreement (“Agreement”), made as of this 8th day of April 2022 (the “Effective Date”), is by and between BioAtla, Inc. (“BioAtla”), a Delaware corporation having a place of business at 11085 Torreyana Road, San Diego, CA 92121 and Himalaya Therapeutics Limited Company, a company organized under the laws of Shanghai, having a registered office 3rd Floor, Building 2, No. 200 Zhangheng Road, China (Shanghai) Pilot Free Trade Zone (“Sponsor”). BioAtla and Sponsor are each referred to herein individually as a “Party” and collectively “Parties”.

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EXCLUSIVE RIGHTS AGREEMENT
Exclusive Rights Agreement • November 13th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York

THIS AMENDED AND RESTATED EXCLUSIVE RIGHTS AGREEMENT (the “Agreement”) is effective January 1st, 2020 (the “Effective Date”) by and between BioAtla LLC, a Delaware limited liability company (“BioAtla”), Himalaya Therapeutics SEZC (formerly named BioAtla Cayman SEZC), a company organized under the laws of the Cayman Islands, having a registered office c/o International Corporation Services Ltd., P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands, and Himalaya Therapeutics Hong Kong (formerly BioAtla Hong Kong Holding), having offices at 6th Floor, Alexandra House 18 Chater Road, Central Hong Kong (collectively, “Himalaya”).

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FIRST AMENDMENT TO LEASE
Lease • March 26th, 2024 • BioAtla, Inc. • Biological products, (no disgnostic substances)

This FIRST AMENDMENT TO LEASE (this "First Amendment") is made and entered into as of the 16th day of January, 2019, by and between HCP TORREYANA, LLC, a Delaware limited liability company ("Landlord"), and BIOATLA, LLC, a Delaware limited liability company ("Tenant").

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRVIATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” AMENDMENT NO. 3 TO GLOBAL...
Global Co-Development and Collaboration Agreement • February 28th, 2022 • BioAtla, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT NO. 3 TO GLOBAL CO-DEVELOPMENT AND COLLABORATION AGREEMENT (this “Amendment”), dated as of November 18, 2021 (the “Amendment Effective Date”), is among BioAtla, Inc., a Delaware corporation (“BioAtla”), BeiGene, Ltd., a Cayman Islands corporation (“BeiGene Cayman”), and BeiGene Switzerland GmbH, a company organized under the laws of Switzerland having an address of c/o VISCHER AG, Aeschenvorstadt 4, 4051 Basel, Switzerland (“BeiGene Switzerland”) (BeiGene Cayman and BeiGene Switzerland together, “BeiGene”). BioAtla and BeiGene are each referred to as a “Party” and collectively as the “Parties”.

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VOTING AGREEMENT
Voting Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of July, 2020, by and among BioAtla, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series D Preferred Stock, $0.0001 par value per share (“Series D Preferred Stock”) (also referred to herein as the “Preferred Stock”), listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 6.1(a) or 6.2 below, the “Investors”) and Himalaya Parent LLC, a Delaware limited liability company (“Himalaya”) and those certain indirect beneficial owners of the Company’s Common Stock, $0.0001 par value per share (“Common Stock”) listed on Schedule B (together with any subsequent stockholders or option holders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsections 6.1(b) or 6.2 below, the “Key Holders”, and together collectively with the Investors, the “Stockholders”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” MASTER...
Master Clinical Trial Collaboration Agreement • November 4th, 2022 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York

This Master Clinical Trial Collaboration Agreement (the “Agreement”) is made and entered into as of as of the date signed by the last Party to sign below (the “Effective Date”) by and between BioAtla, Inc., headquartered at 11085 Torreyana Road, San Diego, California 92121 (the “Company”), and Bristol-Myers Squibb Company, headquartered at 430 E. 29th Street, 14FL, New York, New York. 10016 (“BMS”). The Company and BMS may be referred to herein individually as a “Party,” or collectively as the “Parties.”

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Short Employment Letter Agreement
Employment Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances)

This letter agreement (“Agreement”) memorializes a verbal agreement discussed as noted between the members of BioAtla LLC (“BioAtla”), a Delaware company, and Dr. Jay M. Short (“Dr. Short”), it’s Chairman and Chief Executive Officer.

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LICENSE AGREEMENT
License Agreement • September 23rd, 2024 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York

WHEREAS, subject to the terms and conditions of this Agreement, Context desires to develop, distribute, market and sell the Program Products in the Territory; and

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LIFE TECHNOLOGIES [***] CELL LINE LICENSE AGREEMENT
Cell Line License Agreement • November 13th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California

This [***] CELL LINE LICENSE AGREEMENT (the “AGREEMENT”), is entered Into and made effective as of June 28 2018 (the “EFFECTIVE DATE”), by and between Life Technologies Corporation, a Delaware corporation and subsidiary of Thermo Fisher Scientific Inc., having its principal place of business at 5823 Newton Drive, Carlsbad, CA 92008 USA (“LIFE”), and the following organization, organized under the laws of the indicated state or jurisdiction, and having its principal place of business at the indicated address as follows:

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GLOBAL CO-DEVELOPMENT AND COLLABORATION AGREEMENT by and among BioAtla, LLC, BeiGene, Ltd. and BeiGene Switzerland GmbH Dated as of April 8, 2019
Global Co-Development and Collaboration Agreement • November 13th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York

This Global Co-Development and Collaboration Agreement (this “Agreement”) is entered into as of April 8, 2019 (the “Effective Date”), by and among BioAtla, LLC, a Delaware limited liability company (“BioAtla”), BeiGene, Ltd., a Cayman Islands corporation (“BeiGene Cayman”) and BeiGene Switzerland GmbH, a company organized under the laws of Switzerland having an address of c/o VISCHER AG, Aeschenvorstadt 4, 4051 Basel, Switzerland (“BeiGene Switzerland” and together with BeiGene Cayman and its Affiliates, collectively, “BeiGene”). BeiGene and BioAtla are each referred to herein by name or as a “Party”, or, collectively, as the “Parties”.

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RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 13th day of July, 2020 by and among BioAtla, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.

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EXCLUSIVE LICENSE AGREEMENT INVERSAGEN LLC AND BIOATLA, LLC
Exclusive License Agreement • November 13th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California

THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into as of March 15, 2019 (the “Execution Date”), by and between INVERSAGEN LLC, a Delaware limited liability company, (the “Company”), and BIOATLA, LLC, a Delaware limited liability company (“BioAtla”).

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GLOBAL TRANSACTION AGREEMENT
Global Transaction Agreement • September 23rd, 2024 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York

This Global Transaction Agreement (the “Global Transaction Agreement”) is effective as of September 23rd, 2024, (the “Effective Date”), by and between BioAtla, Inc., a Delaware corporation having a place of business at 11085 Torreyana Road, San Diego, CA 92121 (“BioAtla”) and Himalaya Therapeutics SEZC a Cayman entity with an address at Strathvale House, 90 N Church St, George Town, Cayman Islands (“Himalaya”). Except where expressly set forth to the contrary in this Global Transaction Agreement, capitalized terms that are used but not defined herein shall have the meaning ascribed to such terms in the ERA (as defined below).

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FORM OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 29th, 2021 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California

This Stock Purchase Agreement (this “Agreement”) is made as of September 28, 2021 (the “Effective Date”) by and between BioAtla, Inc., a Delaware corporation (the “Company”), and [___________] (“Purchaser”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. FIRST...
Master Clinical Trial Collaboration Agreement • March 23rd, 2023 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York

This First Amendment to the Master Clinical Trial Collaboration Agreement (this “First Amendment”) is entered into on October 14, 2022 (“the First Amendment Effective Date”) by and between Bristol-Myers Squibb Company with offices located at Route 206 and Province Line Road, Princeton, NJ 08543-4000 (“BMS”) and BioAtla, Inc., headquartered at 11085 Torreyana Road, San Diego, California 92121 (the “Company”). Each of BMS and the Company are individually referred to herein as a “Party” and collectively as the “Parties”.

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