Zenas BioPharma, Inc. Sample Contracts

Zenas BioPharma, Inc. 2020 Equity Incentive Plan Non-Statutory Share Option Agreement (Non-Employee Directors)
Non-Statutory Share Option Agreement • August 22nd, 2024 • Zenas BioPharma, Inc. • Pharmaceutical preparations

This agreement (this “Agreement”) evidences a share option granted by Zenas BioPharma, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Zenas BioPharma, Inc. 2020 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.

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LICENSE AGREEMENT
License Agreement • August 22nd, 2024 • Zenas BioPharma, Inc. • Pharmaceutical preparations • New York

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:

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Zenas BioPharma, Inc. 2020 Equity Incentive Plan Restricted Share Agreement
Restricted Share Agreement • August 22nd, 2024 • Zenas BioPharma, Inc. • Pharmaceutical preparations

This agreement (this “Agreement”) evidences Restricted Shares granted by Zenas BioPharma, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Zenas BioPharma, Inc. 2020 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.

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LICENSE AGREEMENT by and between Zenas BioPharma, Inc. and BRISTOL-MYERS SQUIBB COMPANY Dated as of August 30, 2023
License Agreement • August 22nd, 2024 • Zenas BioPharma, Inc. • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into on August 30, 2023 (the “Effective Date”), by and between Zenas BioPharma, Inc., a Delaware corporation (formerly known as Zenas BioPharma (Cayman) Limited, an exempted company organized under the laws of the Cayman Islands) (“Zenas”), and Bristol-Myers Squibb Company, a Delaware corporation (“Licensee”). Zenas and Licensee may each be referred to herein individually as a “Party” and collectively as the “Parties.”

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SECOND AMENDMENT TO LICENSE AGREEMENT BETWEEN XENCOR, INC. AND ZENAS BIOPHARMA, INC.
License Agreement • August 22nd, 2024 • Zenas BioPharma, Inc. • Pharmaceutical preparations

This Second Amendment (this “Second Amendment”) to the License Agreement, entered into as of May 27, 2021, by and between Xencor, Inc. (“XENCOR”) and Zenas BioPharma, Inc. (formerly “Zenas Biopharma (Cayman) Limited”) (“Zenas”), as amended by the First Amendment to License Agreement between XENCOR and Zenas, entered into as of November 3, 2021 (the “Agreement”), is entered into by and between XENCOR and Zenas and made effective as of August 30, 2023 (the “Second Amendment Effective Date”). Capitalized terms used but not otherwise defined herein will have the meanings ascribed to such terms in the Agreement.

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FIRST AMENDMENT TO LICENSE AGREEMENT BETWEEN XENCOR, INC. AND ZENAS BIOPHARMA (CAYMAN) LIMITED
License Agreement • August 22nd, 2024 • Zenas BioPharma, Inc. • Pharmaceutical preparations

This First Amendment (this “Amendment”) to the License Agreement entered into as of May 27, 2021 by and between Xencor, Inc. (“Xencor”) and Zenas BioPharma (Cayman) Limited (“Zenas”) (the “Agreement”) is entered into and made effective as of November 3, 2021 (the “Amendment Effective Date”). Capitalized terms used but not otherwise defined herein will have the meanings ascribed to such terms in the Agreement.

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CONFIDENTIAL June 29, 2023 Via Email Delivery - Personal and Confidential Hua Mu, M.D., Ph.D. Dear Hua,
Severance Agreement • August 22nd, 2024 • Zenas BioPharma, Inc. • Pharmaceutical preparations • New York

This letter agreement (the “Agreement”) summarizes the terms of your transition and separation from employment and establishes an amicable arrangement under which you release the Company from any claims, and, in return, you receive severance pay.

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Zenas BioPharma, Inc. 2020 Equity Incentive Plan Incentive Share Option Agreement
Incentive Share Option Agreement • August 22nd, 2024 • Zenas BioPharma, Inc. • Pharmaceutical preparations

This agreement (this “Agreement”) evidences a share option granted by Zenas BioPharma, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Zenas BioPharma, Inc. 2020 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.

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June 24, 2024 VIA EMAIL ONLY: Zenas BioPharma, Inc.
License Agreement • August 22nd, 2024 • Zenas BioPharma, Inc. • Pharmaceutical preparations
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