REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 1, 2021, by and between Context Therapeutics Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between Context Therapeutics Inc. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • July 2nd, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations • New York
The undersigned, Context Therapeutics Inc., a corporation formed under the laws of the State of Delaware (, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CONTEXT THERAPEUTICS INC.Security Agreement • May 2nd, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations
THIS PRE-FUNDED 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 the date set forth herein (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Context Therapeutics Inc., a Delaware corporation (the “Company”), up to that number of shares set forth above (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2024 (the “Agreement Date”), between Context Therapeutics 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”).
COMMON STOCK PURCHASE WARRANT Context Therapeutics Inc.Common Stock Purchase Warrant • December 2nd, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 1, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Context Therapeutics Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the Agreement Date, between the Company and each Purchaser (the “Purchase Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2021 by and between Context Therapeutics Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and , an individual (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Corporation and Indemnitee covering the subject matter of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of this 1st day of August, 2024 (“Effective Date”) by and between Context Therapeutics Inc. (the “Company”) and Claudio Alberto Dansky Ullmann, M.D. (“Executive”). The Company and Executive are each referred to herein as a “Party” or together as the “Parties.” Capitalized words not immediately defined shall have the meaning in the “Definitions” Section below.
CONSULTING AGREEMENTConsulting Agreement • May 27th, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations • Pennsylvania
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into on February 25, 2021 by and between Evan G. Dick, PhD (“Consultant”), and Context Therapeutics LLC, a Delaware limited liability company (“Company”).
VOTING AGREEMENTVoting Agreement • May 3rd, 2021 • Context Therapeutics LLC • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 22nd day of December, 2020, by and among Context Therapeutics LLC, a Delaware limited liability company (the “Company”), each holder of the Series A Preferred Units of the Company (“Series A Units”) 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”), each holder of Series Seed Units of the Company (“Series Seed Units” and, collectively with the Series A Units, the “Preferred Units”) listed on Schedule B hereto and any other unitholders of the Company or transferees who become parties hereto (collectively with the Investors, the “Unitholders”).
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • March 23rd, 2022 • Context Therapeutics Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO CONSULTING AGREEMENT (this “Amendment”) is entered into as of the 21st day of March 2022, but effective as of the 1st day of February, 2022 (the “Amendment Effective Date”), and is entered into by and between OncoStrategy LLC, (“Provider”) and Context Therapeutics Inc., a Delaware corporation, having its principal place of business at 2001 Market Street, Suite 3915, Unit#15, Philadelphia, PA 19103 (“Company”). Provider and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COMMON STOCK PURCHASE WARRANT Context Therapeutics Inc.Common Stock Purchase Warrant • May 11th, 2022 • Context Therapeutics Inc. • Pharmaceutical preparations • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ___________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Context Therapeutics Inc., a Delaware corporation (the “Company”), up to __________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2022 • Context Therapeutics Inc. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of this 22nd day of October, 2021 (“Effective Date”) by and between Context Therapeutics Inc. (the “Company”) and Alex Levit (“Executive”). The Company and Executive are each referred to herein as a “Party” or together as the “Parties.” Capitalized words not immediately defined shall have the meaning in the “Definitions” Section below.
TERMINATION AGREEMENT OF THE CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTTermination Agreement • March 22nd, 2023 • Context Therapeutics Inc. • Pharmaceutical preparations
This TERMINATION AGREEMENT OF THE CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of 21 March 2023 (the “Termination Effective Date”), is by and between Context Therapeutics Inc., having a place of business at 2001 Market Street, Suite 3915, Unit# 15, Philadelphia, PA 19103 USA (“Context”), and Berlin-Chemie AG - Menarini Group, having a place of business at Glienicker Weg 125,12489 Berlin, Germany (“Menarini”). Context and Menarini are each referred to herein individually as a “Party” and collectively the “Parties”.
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • August 11th, 2022 • Context Therapeutics Inc. • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of 1 August, 2022 (the “Effective Date”), is by and between Context Therapeutics Inc., having a place of business at 2001 Market Street, Suite 3915, Unit# 15, Philadelphia, PA 19103 USA (“Context”), and Berlin-Chemie AG - Menarini Group, having a place of business at Glienicker Weg 125,12489 Berlin, Germany (“Menarini”). Context and Menarini are each referred to herein individually as a “Party” and collectively the “Parties”.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 3rd, 2021 • Context Therapeutics LLC • Pharmaceutical preparations • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 22nd day of December, 2020 by and among Context Therapeutics LLC, a Delaware limited liability company (the “Company”) and the Investors (as defined below) listed on Schedule A.
Statement of Work No. 1 Provider ServicesStatement of Work • January 5th, 2022 • Context Therapeutics Inc. • Pharmaceutical preparations
This SOW (“SOW”), dated as of January 1, 2022 (the “SOW Effective Date”), is subject to that certain Master Services Agreement, effective as of January 1, 2022 (the “Agreement”), by and between Drug and Device Development Solutions LLC, a North Carolina Limited Liability Corporation, having its principal place of business at [***] (“Provider”), and Context Therapeutics Inc., having offices at 3675 Market Street, Suite 200, Philadelphia, PA 19104 (“Company”). The terms and provisions of the Agreement are incorporated by reference into this SOW and Provider agrees to be bound by all terms and provisions of the Agreement applicable hereto. Capitalized terms used in this SOW and not defined shall have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 2 TO PROCESS DEVELOPMENT AGREEMENTProcess Development Agreement • June 16th, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations
This AMENDMENT NO. 2 TO PROCESS DEVELOPMENT AGREEMENT (this “Amendment”) is effective as of this 3rd day of June, 2021 (the “Amendment Effective Date”), and is entered into by and between Tyligand Bioscience (Shanghai) Limited, having its registered office at 3728 Jinke Road, Building 1 West Wing, ZhangJiang Hitech Park, Shanghai, China (“Tyligand”) and Context Therapeutics LLC, a Delaware limited liability company having its registered office at 3675 Market Street, Suite 200, Philadelphia, PA 19104 (“Context”). Tyligand and Context are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT 1 TO RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • March 22nd, 2023 • Context Therapeutics Inc. • Pharmaceutical preparations
THIS AMENDMENT 1 TO RESEARCH COLLABORATION AND LICENSE AGREEMENT (“Amendment”), is entered into as of the 20 day of March, 2023 (“Effective Date”) by and between Integral Molecular, Inc. a Delaware corporation (“Integral”), and Context Therapeutic, LLC, a Delaware limited liability company (“Context”). Integral and Context may each be referred to herein as a “Party” and collectively, the “Parties”.
RESEARCH COLLABORATION AND LICENSE AGREEMENT FOR CLAUDIN 6 BISPECIFIC ANTIBODIES BY AND BETWEEN CONTEXT THERAPEUTICS, LLC and INTEGRAL MOLECULAR, INC. APRIL 6, 2021 Certain identified information has been omitted from this exhibit because it is not...Research Collaboration and License Agreement • May 3rd, 2021 • Context Therapeutics LLC • Pharmaceutical preparations • Pennsylvania
This Research Collaboration and License Agreement (the “Agreement”) is entered into and effective as of April 6, 2021 (the “Effective Date”), by and between Integral Molecular, Inc., a Delaware corporation (“Integral”), having its principal place of business at 3711 Market St. Suite 900, Philadelphia, PA 19104, and Context Therapeutics, LLC, a company organized under the laws of Delaware (“Context”), having its principal place of business at 3675 Market Street, Suite 200, Philadelphia, PA 19104, USA.
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY AMENDMENT NO. 1 TO PROCESS DEVELOPMENT AGREEMENTProcess Development Agreement • May 27th, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO PROCESS DEVELOPMENT AGREEMENT (this “Amendment”) is effective as of this 21st day of April, 2021 (the “Amendment Effective Date”), and is entered into by and between Tyligand Bioscience (Shanghai) Limited, having its registered office at 3728 Jinke Road, Building 1 West Wing, ZhangJiang Hitech Park, Shanghai, China (“Tyligand”) and Context Therapeutics LLC, a Delaware limited liability company having its registered office at 3675 Market Street, Suite 200, Philadelphia, PA 19104 (“Context”). Tyligand and Context are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 3rd, 2021 • Context Therapeutics LLC • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 15, 2017 (the “Agreement Date”), is entered into by and between Context Biopharma Inc., a Delaware corporation (“Buyer”), and ARNO THERAPEUTICS, INC., a Delaware corporation (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties” and each as a “Party.”
Context Therapeutics Inc. Stock Grant AgreementStock Grant Agreement • May 27th, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY PROCESS DEVELOPMENT AGREEMENTProcess Development Agreement • May 27th, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations • New York
This PROCESS DEVELOPMENT AGREEMENT (“Agreement”) is made on this 6th day of March, 2020 (“Effective Date”) by and between Context Therapeutics LLC, a Delaware limited liability company having its registered office at 3675 Market Street, Suite 200, Philadelphia, PA 19104(“Context”); and Tyligand Bioscience (Shanghai) Limited, A having its registered office at 781 Cailun Road, ZhangJiang Hitech Park, Shanghai. China (“Tyligand”). Context and Tyligand may be referred to individually as a “Party” or jointly as “Parties”.
LICENSE AGREEMENTLicense Agreement • September 23rd, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations • 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
MASTER SERVICES AGREEMENTMaster Services Agreement • January 5th, 2022 • Context Therapeutics Inc. • Pharmaceutical preparations • Pennsylvania
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is entered into and effective as of January 1, 2022 (the “Effective Date”) by and between Drug and Device Development Solutions LLC, a North Carolina Limited Liability Corporation, having its principal place of business at [***] (“Provider”), and Context Therapeutics Inc., having offices at 3675 Market Street, Suite 200, Philadelphia, PA 19104 (“Company”). Provider and the Company may each be referred to herein as a “Party” and collectively, the “Parties”. In consideration of the mutual covenants, terms, and conditions contained in this Agreement, the Parties agree as follows:
AMENDMENT NO. 2 TO CONSULTING AGREEMENTConsulting Agreement • August 11th, 2022 • Context Therapeutics Inc. • Pharmaceutical preparations
This AMENDMENT NO. 2 TO CONSULTING AGREEMENT (this “Amendment”) is entered into as of the 17th day of June 2022, but effective as of the 1st day of June, 2022 (the “Amendment Effective Date”), and is entered into by and between OncoStrategy LLC, (“Provider”) and Context Therapeutics Inc., a Delaware corporation, having its principal place of business at 2001 Market Street, Suite 3915, Unit#15, Philadelphia, PA 19103 (“Company”). Provider and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Context Therapeutics Inc. Stock Option Agreement (Inducement Grant)Stock Option Agreement • August 7th, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations
CONTEXT THERAPEUTICS INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • December 2nd, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations • New York
Context Therapeutics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
AMENDMENT 2 TO RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • March 6th, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations
THIS AMENDMENT 2 TO RESEARCH COLLABORATION AND LICENSE AGREEMENT (“Amendment”), is entered into as of the 29th day of February, 2024 (“Amendment Effective Date”) by and between Integral Molecular, Inc., a Delaware corporation (“Integral”), having its principal place of business at One uCity Square, 25 North 38th St. Suite 800, Philadelphia, PA 19104, and Context Therapeutics, LLC, a company organized under the laws of Delaware (“Context”), having its principal place of business at 2001 Market Street, Suite 3915, Unit #15, Philadelphia, PA 19103.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 10th, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations • California
This Asset Purchase Agreement (the “Agreement”) is hereby entered into on July 9, 2024 (the “Effective Date”), by and between Link (assignment for the benefit of creditors), LLC, a California limited liability company (the “Seller”), in its sole and limited capacity as assignee for the benefit of creditors of Link Immunotherapeutics, Inc., with its principal office located at 3945 Freedom Circle, Suite 560, Santa Clara, California 95054, United States, and Context Therapeutics Inc., a Delaware corporation (the “Buyer”), with its principal office located at 2001 Market Street, Suite 3915, Unit #15, Philadelphia, Pennsylvania 19103.
Context Therapeutics Inc. Stock Option AgreementStock Option Agreement • May 27th, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations
BOARD OF DIRECTOR SERVICES AGREEMENTBoard of Director Services Agreement • May 3rd, 2021 • Context Therapeutics LLC • Pharmaceutical preparations • Delaware
This BOARD OF DIRECTOR SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of this 5th day of March 2021 (the “Effective Date”), by and between Context Therapeutics LLC, a Delaware limited liability company, which is expected to be converted to a Delaware corporation pursuant to a statutory conversion and change its name to Context Therapeutics Inc. (together, the “Company”), and (“Director”).
Context Therapeutics Inc. Stock Option AgreementStock Option Agreement • August 7th, 2024 • Context Therapeutics Inc. • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY LICENSE, DEVELOPMENT, MANUFACTURING & MARKETING AGREEMENTLicense, Development, Manufacturing & Marketing Agreement • September 13th, 2021 • Context Therapeutics Inc. • Pharmaceutical preparations • New York
This LICENSE, DEVELOPMENT, MANUFACTURING & MARKETING AGREEMENT (this “Agreement”) is entered into as of August 23, 2021 (the “Effective Date”) by and between Context Therapeutics LLC, a Delaware limited liability company having its registered offices at 3675 Market Street, Suite 200, Philadelphia, PA 19104 (“Context”), and Tyligand Bioscience (Shanghai) Limited a corporation organized under the laws of China and having offices at 3728 Jinke Lu, Building 1, West Wing, ZhangJiang Hitech Park, Shanghai, China (“Tyligand”). Each of Context and Tyligand is sometimes referred to individually herein as a “Party” and collectively the “Parties”.
