INDEMNIFICATION AGREEMENTIndemnification Agreement • October 12th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_________], 2021, between MiNK Therapeutics, Inc., a Delaware corporation (the “Company”), and [______] (“Indemnitee”).
MINK THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 12th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by MiNK Therapeutics, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the MiNK Therapeutics, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
MINK THERAPEUTICS, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • October 12th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by MiNK Therapeutics, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the MiNK Therapeutics, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2022 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into in Lexington, MA, by and between MiNK Therapeutics, Inc. (the “Company”), a Delaware corporation with a place of business at 3 Forbes Rd. Lexington, MA 02421, and Jennifer S. Buell (the “Executive”), effective as of this 3rd day of March, 2022 (the “Effective Date”). Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in Section 14 below and as provided elsewhere herein.
MiNK THERAPEUTICS, INC. Convertible Promissory Note UP TO $5,000,000 February 12, 2024MiNK Therapeutics, Inc. • March 21st, 2024 • Biological products, (no disgnostic substances) • Delaware
This Convertible Promissory Note (this “Note”) is being issued by the Company pursuant to that certain Convertible Promissory Note Purchase Agreement, dated as of the date hereof, by and among the Company and the Holder (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
AGENTUS THERAPEUTICS, INC. NON-QUALIFIED STOCK OPTION STOCK OPTION AGREEMENTNon-Qualified Stock Option • September 14th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a Stock Option granted by AgenTus Therapeutics, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of the AgenTus Therapeutics, Inc. 2018 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
AGENTUS THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 14th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences the grant of shares of Restricted Stock by AgenTus Therapeutics, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of the AgenTus Therapeutics, Inc. 2018 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Intercompany General & Administrative Services AgreementAdministrative Services Agreement • September 14th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This intercompany general and administrative services agreement (this “Agreement”) is entered into as of this 10th day of September, 2021 (the “Effective Date”) by and among Agenus Inc., a Delaware corporation (“Parent”), and MiNK Therapeutics, Inc., a Delaware corporation and a majority owned subsidiary of Parent ( “Subsidiary”). Parent and Subsidiary may also be referred to below collectively as the “Parties” and each individually as a “Party.”
Master Services AgreementMaster Services Agreement • March 24th, 2023 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Master Services Agreement (“Agreement”), dated as of the date of the last signature below (the “Effective Date”), is entered into by and between MiNK Therapeutics, Inc. (“MiNK”), a Delaware corporation having an address at 149 Fifth Avenue, Suite 500, New York, NY 10010 (“MiNK), and “Atlant Clinical” Ltd, a Limited Liability Company, having an address at 1-12 Krivokolennyi Lane, Moscow, 101000 Russia (the “Contractor”), (each singularly a “Party” and collectively the “Parties”).
CONTRACT OF EMPLOYMENTMiNK Therapeutics, Inc. • March 18th, 2022 • Biological products, (no disgnostic substances) • England
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 13th, 2024 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Stock Purchase Agreement (this “Agreement”) is dated as of May 13, 2024 (the “Effective Date”), between MiNK Therapeutics, Inc., a Delaware corporation (the “Company”), and the investor set forth on Exhibit A hereto (the “Purchaser”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 12th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of September 29, 2021 (the “Effective Date”), is made between MiNK Therapeutics, Inc., a Delaware corporation (f/k/a AgenTus Therapeutics, Inc.; the “Company”) and Agenus Inc., a Delaware corporation (the “Holder”; together with the Company, the “Parties”).
INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT by and between AGENUS INC. and MINK THERAPEUTICS, INC. dated as of September 10, 2021Intellectual Property Assignment and License Agreement • September 14th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is entered into as of September 10, 2021 (the “Effective Date”) by and between, on the one hand, AGENUS INC., a Delaware corporation having its principal place of business at 3 Forbes Road Lexington, Massachusetts 02421 (“Agenus”), and, on the other hand, MINK THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 149 Fifth Avenue Suite 500 New York, New York 10010 (“MiNK”), and solely for purposes of Section 5.1, Agenus Switzerland and Agenus UK Ltd, both of which are wholly owned subsidiaries of Agenus, and AgenTus Therapeutics SA and AgenTus Therapeutics Ltd, both of which are wholly owned subsidiaries of MiNK. Agenus and MiNK are referred to individually as a “Party” and collectively as the “Parties.”
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • September 14th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of February 11, 2021 (the “Effective Date”) by and between AgenTus Therapeutics, Inc., a Delaware corporation with offices at 3 Forbes Road, Lexington, MA 02421 (the “Company”), and Agenus Inc., a Delaware corporation with offices at 3 Forbes Road, Lexington, MA 02421 and the parent company of the Company (the “Purchaser”).
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • March 21st, 2024 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
WHEREAS, the parties wish to enter into this Convertible Promissory Note Purchase Agreement (the “2024 Note Purchase Agreement”) pursuant to which the Company will issue and sell to the Purchaser a new convertible promissory note for up to a total of $5,000,000, all on substantially the same terms as prior promissory notes between the Parties.
MINK THERAPEUTICS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 12th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by MiNK Therapeutics, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the MiNK Therapeutics, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
AGENTUS THERAPEUTICS, INC. INCENTIVE STOCK OPTION STOCK OPTION AGREEMENTIncentive Stock Option • September 14th, 2021 • MiNK Therapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a Stock Option granted by AgenTus Therapeutics, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of the AgenTus Therapeutics, Inc. 2018 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
MiNK Therapeutics, Inc. (a Delaware corporation) Shares of Common Stock UNDERWRITING AGREEMENTMiNK Therapeutics, Inc. • October 12th, 2021 • Biological products, (no disgnostic substances) • New York
