Evaxion Biotech a/S Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 5th, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”), dated as of February 1, 2024, is between Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (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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EVAXION BIOTECH A/S 3,428,571 American Depositary Shares Representing 3,428,571 Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • November 5th, 2021 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York

Evaxion Biotech A/S, a company incorporated under the laws of the Kingdom of Denmark (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of 3,428,571 American Depositary Shares (the “Firm Shares”), each representing one (1) ordinary share, DKK 1 nominal value, of the Company (the “Ordinary Shares”) (“ADSs” shall mean the American Depositary Shares of the Company, each ADS representing one (1) Ordinary Share). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 514,285 ADSs (the “Option Shares”) from the Company for the purpose of covering over-allot

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EVAXION BIOTECH A/S American Depositary Shares Representing Ordinary Shares DKK 1 nominal value each Capital on Demand™ Sales Agreement
Capital on Demand Sales Agreement • October 4th, 2022 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2023 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 18, 2023, between Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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STRICTLY CONFIDENTIAL Evaxion Biotech A/S Dr. Neergaards Vej SF
Underwriting Agreement • January 31st, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 7th, 2022 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 7, 2022, is made by and between EVAXION BIOTECH A/S, a company incorporated under the laws of the Kingdom of Denmark (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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Contract
Finance Contract • January 8th, 2021 • Evaxion Biotech a/S • Biological products, (no disgnostic substances)

[****] This symbol identifies certain confidential information contained in this document that has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 17th, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”), dated as of [·], 2024, is between Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (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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CAF®09b Supply, Patent, Know How & Trademark Licence Agreement DATED 30 NOVEMBER 2020 between - and -
Supply, Patent, Know How & Trademark Licence Agreement • January 8th, 2021 • Evaxion Biotech a/S • Biological products, (no disgnostic substances)

THIS “CAF®09b SUPPLY, PATENT, KNOW HOW & TRADEMARK LICENSE AGREEMENT” (this “Agreement”) is made on the 30th of November, 2020 (the “Effective Date”)

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 5th, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”), dated as of [·], 2024, is between Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (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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Investment Agreement Evaxion biotech A/S
Investment Agreement • December 21st, 2023 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York
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Contract
Agreement for the Issuance of and Subscription to Notes Convertible Into New Shares • August 4th, 2023 • Evaxion Biotech a/S • Biological products, (no disgnostic substances)
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Contract
Patent Co-Ownership Agreement • July 2nd, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances)

[****] This symbol identifies certain confidential information contained in this document that has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

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Contract
License Agreement • July 2nd, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances)

[****] This symbol identifies certain confidential information contained in this document that has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

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PURCHASE AGREEMENT
Purchase Agreement • June 7th, 2022 • Evaxion Biotech a/S • Biological products, (no disgnostic substances)

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of June 7, 2022, is made by and between EVAXION BIOTECH A/S, a company incorporated under the laws of the Kingdom of Denmark (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.

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AMENDMENT TO SERIES A WARRANT TO SUBSCRIBE FOR ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES
Series a Warrant Amendment • May 24th, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances)

THIS AMENDMENT TO SERIES A WARRANT TO SUBSCRIBE FOR ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Amendment”), dated as of May __, 2024, is entered into by and between Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (the “Company”), and ______________ (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Warrant (as defined herein).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 17th, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York
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Business lease between EVAXION BIOTECH A/S Bredgade 34 E Denmark Company reg. (CVR) no. 31762863 (the “Tenant”) and DTU Science Park a/s Venlighedsvej 10 Denmark Company reg. (CVR) no.: 27546439 (the “Landlord”)
Business Lease • January 8th, 2021 • Evaxion Biotech a/S • Biological products, (no disgnostic substances)
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AMENDMENT TO WARRANTS TO SUBSCRIBE FOR ORDINARY SHARES, of DKK 1.00 nominal value per share, of evaxion biotech A/S AND ISSUED on 21 December 2023 ON THE TERMS AND CONDITIONS SET FORTH IN APPENDIX 6 TO THE ARTICLES OF ASSOCIATION OF eVAXION BIOTECH a/s
Warrant Amendment • June 24th, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances)

THIS AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT DATED 18 DECEMBER, 2023 REGARDING INTER ALIA WARRANTS TO SUBSCRIBE FOR ORDINARY SHARES, OF DKK 1.00 NOMINAL VALUE PER SHARE, OF EVAXION BIOTECH A/S (“ORDINARY SHARES”) ON THE TERMS AND CONDITIONS SET FORTH IN APPENDIX 6 TO THE ARTICLES OF ASSOCIATION OF EVAXION BIOTECH A/S (this “Amendment”), dated as of _____ June 2024, is entered into by and between Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (the “Company”), and _____________ (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Warrant (as defined herein).

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= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Clinical Trial Collaboration and Supply Agreement by and between MSD...
Clinical Trial Collaboration and Supply Agreement • October 25th, 2021 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York

This Clinical Trial Collaboration and Supply Agreement is entered into as of the Effective Date, by and among MSD International GmbH (“MSDIG”), MSD International Business GmbH (“MSDIB” and, collectively with MSDIG, “MSD”), [***]and Collaborator (as defined below), having a place of business at the Collaborator Address (as defined below). MSD and Collaborator are each referred to herein individually as a “Party” and collectively as the “Parties”.

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OPTION AND LICENSE AGREEMENT by and between EVAXION BIOTECH A/S and MERCK SHARP & DOHME LLC
Option and License Agreement • October 1st, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York

This Option and License Agreement (this “Agreement”) dated as of September 25, 2024 (the “Effective Date”) is entered into by and between Merck Sharp & Dohme LLC, having an address at 126 East Lincoln Ave., P.O. Box 2000, Rahway, New Jersey 07065 (“MSD”) and Evaxion Biotech A/S, having an address at Dr. Neergaards Vej 5F, 2970 Horsholm, Denmark (hereinafter referred to as “Evaxion”). MSD and Evaxion are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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SECURITIES PURCHASE AGREEMENT (For US Investors)
Securities Purchase Agreement • December 21st, 2023 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”), dated as of December 18, 2023, between Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (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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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 5th, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York
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STRICTLY CONFIDENTIAL Evaxion Biotech A/S Dr. Neergaards Vej SF
Underwriting Agreement • January 31st, 2024 • Evaxion Biotech a/S • Biological products, (no disgnostic substances) • New York
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