BELLICUM PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), made effective as of November 28, 2011 (the “Effective Date”), is by and between Bellicum Pharmaceuticals, Inc. a Delaware corporation (the “Company”), having an office at 6400 Fannin Street, Suite 2300, Houston, Texas 77030 and David M. Spencer, Ph.D., an individual, residing at 2811 Prescott St., Houston, Texas 77025 (“Executive”). The Company and Executive are referred to herein individually as a “Party” and collectively as the “Parties”. As used herein, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, the Company.
BELLICUM PHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations • Texas
This THIRD AMENDED AND RESTATED CONSULTING AGREEMENT, dated as of November 9, 2011, is by and between Bellicum Pharmaceuticals, Inc. a Delaware corporation (the “Company”), having an office at 6400 Fannin Street, Suite 2300, Houston, Texas 77030 (“Company Premises”), and Kevin M. Slawin, M.D., an individual, residing at 2336 Underwood Street, Houston, Texas 77030 (“Consultant”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”) is made effective as of March 7, 2011 (the “Effective Date”) by and between ARIAD Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 26 Landsdowne Street, Cambridge, MA 02139 (“ARIAD”), and Bellicum Pharmaceuticals, Inc., a Delaware corporation with a place of business at 6400 Fannin St., Suite 2300, Houston, TX 77030 (“Bellicum”). ARIAD and Bellicum are each hereafter referred to individually as a “Party” and together as the “Parties”.
EXCLUSIVE LICENSE AGREEMENT BAYLOR COLLEGE OF MEDICINE BELLICUM PHARMACEUTICALS, INC.Exclusive License Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations
This Exclusive License Agreement (hereinafter called “Agreement”), to be effective as of the day of March, 2008 (hereinafter called “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called “BAYLOR”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and Bellicum Pharmaceuticals, Inc., a corporation organized under the laws of Delaware and having a principal place of business at Twelve Greenway Plaza, Suite 1380, Houston, TX 77046, and its Affiliates (hereinafter, collectively referred to as “BELLICUM”),
LEASE AGREEMENT LIFE SCIENCE PLAZA 2130 WEST HOLCOMBE BOULEVARD HOUSTON, TEXAS BY AND BETWEEN SHERIDAN HILLS DEVELOPMENTS L.P. (“LANDLORD”) AND BELLICUM PHARMACEUTICALS, INC. (“TENANT”) June 1, 2012Lease Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations • Texas
This Lease Agreement (this “Lease Agreement”) is made and entered into as of the date set forth on the signature page between SHERIDAN HILLS DEVELOPMENTS L.P., a Texas limited partnership, hereinafter referred to as “Landlord”, and BELLICUM PHARMACEUTICALS, INC., a Delaware corporation, hereinafter referred to as “Tenant”:
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations • Texas
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made and entered into as of the 13th day of September, 2013 (the “Amendment Effective Date”) by and between SHERIDAN HILLS DEVELOPMENTS L.P. (“Landlord”) and BELLICUM PHARMACEUTICALS, INC. (“Tenant”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (“Amendment”) is entered into as of July 3, 2014, by and between Comerica Bank (“Bank”) and Bellicum Pharmaceuticals, Inc., a Delaware corporation (“Borrower”).
BELLICUM PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of December 13, 2012, by and between COMERICA BANK (“Bank”) and BELLICUM PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (“Amendment”) is entered into as of March 1, 2014, by and between Comerica Bank (“Bank”) and Bellicum Pharmaceuticals, Inc., a Delaware corporation (“Borrower”).
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
This Second Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of August 22, 2014 (the “Effective Date”), by and among Bellicum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (each a “Series A Holder” and collectively, the “Series A Holders”), the holders of the Company’s Series B Preferred Stock (each a “Series B Holder” and collectively, the “Series B Holders”), the holders of the Company’s Series C Preferred Stock (each a “Series C Holder” and collectively, the “Series C Holders”, and together with the Series A Holders and the Series B Holders, the “Preferred Holders”), each as set forth on Schedule A attached hereto, and the holders of the Company’s Common Stock other than ARIAD (defined below) set forth on Schedule B attached hereto (each a “Common Holder” and collectively, the “Common Holders” and together with the Preferred Holders, each an “Investor” and collectively
COMMON STOCK PURCHASE WARRANT OF BELLICUM PHARMACEUTICALS, INC.Bellicum Pharmaceuticals, Inc • October 17th, 2014 • Pharmaceutical preparations • Texas
THIS WARRANT CERTIFIES THAT, for the value received, the State of Texas, acting by and through the Office of Governor Economic Development and Tourism, together with its assigns (the “Warrantholder”), is entitled to purchase from Bellicum Pharmaceuticals, Inc. a Delaware corporation (the “Company”), up to the number of shares set forth in Section 1.1 below (subject to adjustment in accordance with the provisions hereof) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price (the “Exercise Price”) equal to $0.001 per share. This Warrant is issued in connection with the Texas Emerging Technology Fund Grant Agreement, executed of oven date herewith by and between the Warrantholder and the Company (the “Grant Agreement”).
BELLICUM PHARMACEUTICALS, INC. WARRANT TO PURCHASE SERIES C PREFERRED STOCKBellicum Pharmaceuticals, Inc • October 17th, 2014 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, [ ], with its principal office at [ ], or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from BELLICUM PHARMACEUTICALS, INC., a Delaware corporation, with its principal office at 2130 W. Holcombe Blvd., #850, Houston, TX 77030 (the “Company”) up to [ ] shares of the Series C Preferred Stock of the Company (the “Preferred Stock”).
INVESTOR RIGHTS AGREEMENT BETWEEN BELLICUM PHARMACEUTICALS, INC. AND ARIAD GENE THERAPEUTICS, INC. AND ARIAD PHARMACEUTICALS, INC.Investor Rights Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of July 25, 2006, by and between Bellicum Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Bellicum”) having a place of business at Twelve Greenway Plaza, Suite 1380, Houston, Texas 77046, and ARIAD Pharmaceuticals, Inc., and ARIAD Gene Therapeutics, Inc., both Delaware corporations with their principal place of business at 26 Landsdowne Street, Cambridge, Massachusetts 02139 (collectively, the “Investor”).
PROMISSORY NOTEBellicum Pharmaceuticals, Inc • October 17th, 2014 • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Bellicum Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of ARIAD Pharmaceuticals, Inc. or its assigns (the “Noteholder”, and together with the Borrower, the “Parties”), the principal amount of $35,000,000.00 (the “Loan”), together with all accrued interest thereon, if any, as provided in this Promissory Note (this “Note”).
AMENDMENT 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2014 • Bellicum Pharmaceuticals, Inc • Pharmaceutical preparations
This Amendment 1 (“Amendment”) to the Employment Agreement (“Agreement”) dated October 17, 2011, between Bellicum Pharmaceuticals, Inc., (“Company”) and Annemarie Moseley, M.D., Ph.D., (“Executive”) is made effective November 26, 2012. The Company and Executive are referred to herein individually as a “Party” and collectively as the “Parties”.
