Execution Version 4166-0387-8226.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (“Agreement”) is executed on August 12, 2024 by Elicio Therapeutics, Inc., a Delaware corporation (together with its successors...
Execution Version 4166-0387-8226.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (“Agreement”) is executed on August 12, 2024 by Xxxxxx Therapeutics, Inc., a Delaware corporation (together with its successors and assigns, “Grantor”), in favor of GKCC, LLC (the “Secured Party”). RECITALS A. Grantor issued senior secured convertible promissory notes as amended, modified or otherwise supplemented from time to time, (the “Notes”) to Secured Party pursuant to that certain Securities Purchase Agreement, dated as of the date hereof (as amended and restated from time to time) (the “Purchase Agreement”). B. In exchange for the purchase of the Notes Grantor shall grant to Secured Party (i) a security interest in certain Copyrights, Trademarks and Patents (as each term is described below) and (ii) a security interest in certain collateral of the Grantor, as set forth in that certain Security Agreement entered into on the date hereof (the “Security Agreement”), in each case, to secure the obligations of Grantor under the Notes. C. Pursuant to the terms of the Security Agreement, Grantor has granted to Secured Party a security interest in all of Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral (as defined in the Security Agreement). NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of its obligations under the Purchase Agreement, Grantor hereby represents, warrants, covenants and agrees as follows: AGREEMENT 1. Grant of Security Interest. To secure its obligations under the Purchase Agreement, Grantor grants and pledges to Secured Party a security interest in all of Grantor’s right, title and interest in, to and under its intellectual property other than Excluded Collateral (as defined in the Security Agreement) (all of which shall collectively be called the “Intellectual Property Collateral”), including, without limitation, the following: (a) Any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the “Copyrights”); (b) All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the “Patents”); and (c) Any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the “Trademarks”), provided that the term “Intellectual Property Collateral” shall not include intent-to-use trademark applications until such time as a statement of use is filed with the U.S. Patent and Trademark Office with respect to such intent-to-use trademark application; 2. Recordation; Notice. Grantor authorizes the Commissioner for Patents, the Commissioner for Trademarks and the Register of Copyrights (collectively, the "Registers") and any other government officials to record and register this Agreement upon request by Secured Party, provided that Secured Party shall not record this agreement against any intent-to-use trademark applications. The Grantor shall
4166-0387-8226.2 promptly notify Secured Party of any material additions to the Intellectual Property Collateral with respect to which recordation with one or more of the Registers is appropriate. 3. Authorization. Grantor hereby authorizes Secured Party to (a) modify this Agreement unilaterally by amending the exhibits to this Agreement to include any Intellectual Property Collateral which Grantor obtains subsequent to the date of this Agreement, and (b) file a duplicate original of this Agreement containing amended exhibits reflecting such new Intellectual Property Collateral. 4. Loan Documents. This Agreement has been entered into pursuant to and in conjunction with the Purchase Agreement, which is hereby incorporated by reference. The provisions of the Purchase Agreement shall supersede and control over any conflicting or inconsistent provision herein. The rights and remedies of Secured Party with respect to the Intellectual Property Collateral are as provided by the Purchase Agreement, Security Agreement and related documents, and nothing in this Agreement shall be deemed to limit such rights and remedies. 5. Execution in Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Agreement. 6. Successors and Assigns. This Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. 7. Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the United States and the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). 8. Amendments; Waivers. Other than as provided for in Section 3 of this Agreement, no provisions of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by the Secured Party. Signature Pages Follow.
Signature Page to IP Security Agreement IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above. GRANTOR: ELICIO THERAPEUTICS, INC. By: Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer Docusign Envelope ID: DB159E90-5DF3-48CC-9403-51106210CEFF
Signature Page to IP Security Agreement IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above. SECURED PARTY GKCC, LLC By: Name: Xxxxxxxxxx Xxxxxxxxxx Title: Manager DocuSign Envelope ID: EBAA77ED-BF49-447E-92A4-99EC819D2341
4166-0387-8226.2 EXHIBIT A Copyrights None
4166-0387-8226.2 EXHIBIT B Patents Company Owned Patent Applications Title Country Application No. Filing Date Status COMPOUNDS INCLUDING A MUTANT KRAS SEQUENCE AND A LIPID AND USES THEREOF U.S. 62/637,879 02-Mar-2018 Expired PCT PCT/US2019/020404 01-Mar-2019 Expired United Arab Emirates P6001242/2020 01-Mar-2019 Pending Australia 2019226586 01-Mar-2019 Pending Brazil BR112020017645-1 01-Mar-2019 Pending Canada 3,092,679 01-Mar-2019 Pending China 201980028790.5 (Patent No. ZL201980028790.5) 01-Mar-2019 Granted China 202410551083.7 01-Mar-2019 Pending Europe 19761691.5 01-Mar-2019 Pending Hong Kong via China 62021032906.1 01-Mar-2019 Pending Hong Kong via Europe 62021033145.5 01-Mar-2019 Pending Israel 277100 01-Mar-2019 Pending India 202017041091 01-Mar-2019 Pending Japan 2020-568946 (Patent No. 7419268) 01-Mar-2019 Granted Japan 2024-001725 01-Mar-2019 Pending South Korea 00-0000-0000000 01-Mar-2019 Pending Mexico MX/a/2020/009149 01-Mar-2019 Pending Malaysia PI2020004500 01-Mar-2019 Pending Nigeria NG/PT/C/2020/4876 01-Mar-2019 Pending New Zealand 768282 01-Mar-2019 Pending Russia 2020132290 (Patent No. 2809161) 01-Mar-2019 Granted Saudi Arabia 520420064 01-Mar-2019 Allowed Singapore 11202008433Q (Patent No. 11202008433Q) 01-Mar-2019 Granted Thailand 2001004948 01-Mar-2019 Pending U.S. 16/977,155 01-Sep-2020 Allowed Ukraine a202303732 01-Mar-2019 Pending South Africa 2020/05841 01-Mar-2019 Pending Title Country Application No. Filing Date Status CPG AMPHIPHILES AND USES THEREOF U.S. 62/637,824 02-Mar-2018 Expired PCT PCT/US2019/020398 01-Mar-2019 Expired Title Country Application No. Filing Date Status ALK POLYPEPTIDES AND METHODS OF USE THEREOF U.S. 62/288,972 29-Jan-2016 Expired PCT PCT/US2017/015422 27-Jan-2017 Expired Canada 3,012,764 27-Jan-2017 Pending U.S. 16/072,699 (U.S. Patent 11,623,002) 25-Jul-2018 Granted U.S. 18/176,013 28-Feb-2023 Pending
Active\1604903321.6 4166-0387-8226.2 United Arab Emirates P6001243/2020 01-Mar-2019 Pending Australia 2019227988 01-Mar-2019 Pending Brazil BR112020017778-4 01-Mar-2019 Pending Canada 3,092,693 01-Mar-2019 Pending China 201980028828.9 01-Mar-2019 Pending Europe 19761384.7 01-Mar-2019 Allowed Hong Kong via China 62021032907.9 01-Mar-2019 Pending Hong Kong via Europe 62021034295.7 01-Mar-2019 Pending Israel 277101 01-Mar-2019 Allowed India 202017041094 01-Mar-2019 Pending Japan 2020-568945 01-Mar-2019 Pending Japan 2023-222587 01-Mar-2019 Pending South Korea 00-0000-0000000 01-Mar-2019 Pending Mexico MX/a/2020/009150 01-Mar-2019 Pending Malaysia PI2020004499 01-Mar-2019 Pending Nigeria NG/PT/C/2020/4879 (Patent No. NG/PT/C/2020/4879) 01-Mar-2019 Granted New Zealand 768283 01-Mar-2019 Pending Russia 2020132295 01-Mar-2019 Allowed Saudi Arabia 520420065 (Patent No. 14888) 01-Mar-2019 Granted Singapore 11202008432X (Patent No. 11202008432X) 01-Mar-2019 Granted Thailand 2001004949 01-Mar-2019 Pending U.S. 16/977,185 01-Sep-2020 Pending Ukraine a202006353 01-Mar-2019 Pending South Africa 2020/05842 01-Mar-2019 Pending Title Country Application No. Filing Date Status COMPOSITIONS AND METHODS FOR INDUCING AN IMMUNE RESPONSE AGAINST CORONAVIRUS U.S. 63/044,773 26-Jun-2020 Expired U.S. 63/064,836 12-Aug-2020 Expired U.S. 63/124,200 11-Dec-2020 Expired U.S. 63/145,200 03-Feb-2021 Expired PCT PCT/US2021/039134 25-Jun-2021 Expired Australia 2021294342 25-Jun-2021 Pending Brazil BR112022026580-8 25-Jun-2021 To be Abandoned Canada 3,183,735 25-Jun-2021 Pending China 202180052389.2 25-Jun-2021 Pending Europe 21829804.0 25-Jun-2021 Pending Hong Kong (via China) 62024086017.6 25-Jun-2021 Pending India 202317002553 25-Jun-2021 To be Abandoned Japan 2022-580180 25-Jun-2021 Pending South Korea 00-0000-0000000 25-Jun-2021 Pending Mexico MX/a/2023/000041 25-Jun-2021 Pending U.S. 18/012,343 25-Jun-2021 Pending
Active\1604903321.6 4166-0387-8226.2 Title Country Application No. Filing Date Status USES OF AMPHIPHILES IN IMMUNE CELL THERAPY AND COMPOSITIONS THEREFOR U.S. 63/159,237 10-Mar-2021 Expired U.S. 63/255,829 14-Oct-2021 Expired U.S. 63/286,854 07-Dec-2021 Expired U.S. 63/306,247 03-Feb-2022 Expired PCT PCT/US2022/019723 10-Mar-2022 Expired Australia 2022235271 10-Mar-2022 Pending Canada 3,211,565 10-Mar-2022 Pending Europe 22767982.6 10-Mar-2022 Pending Hong Kong 62024093485.6 02-Jul-2024 Pending Japan 2023-555329 10-Mar-2022 Pending New Zealand 804267 10-Mar-2022 Pending U.S. 18/281,112 08-Sep-2023 Pending Title Country Application No. Filing Date Status COMPOSITIONS CONTAINING POLYNUCLEOTIDE AMPHIPHILES AND METHODS OF USE THEREOF U.S. 63/233,570 16-Aug-2021 Expired U.S. 63/286,952 07-Dec-2021 Expired PCT PCT/US2022/040317 15-Aug-2022 Expired Australia 2022329730 15-Aug-2022 Pending Canada 3,228,856 15-Aug-2022 Pending Europe 22858990.9 15-Aug-2022 Pending Japan 2024-509092 15-Aug-2022 Pending New Zealand 808710 15-Aug-2022 Pending U.S. 18/684,014 15-Feb-2024 Pending Title Country Application No. Filing Date Status COMPOSITIONS CONTAINING POLYNUCLEOTIDE AND POLYPEPTIDE AMPHIPHILES AND METHODS OF USE THEREOF U.S. 63/461,974 26-Apr-2023 Expired PCT PCT/US2024/026241 25-Apr-2024 Pending Title Country Application No. Filing Date Status COMPOSITIONS CONTAINING MUTANT P53 PEPTIDE AMPHIPHILES AND METHODS OF USE THEREOF U.S. 63/504,262 25-May- 2023 Expired U.S. 63/546,841 01-Nov- 2023 Expired PCT PCT/US2024/031064 24-May- 2024 Pending
4166-0387-8226.2 EXHIBIT C Trademarks None
