ROYALTY TRANSFER AGREEMENTRoyalty Transfer Agreement • October 10th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Royalty Transfer Agreement (the “Agreement”) is made and entered into on May 26, 2016 (the “Effective Date”), by and between TCR2, Inc., a Delaware corporation (the “Company”), MPM Oncology Charitable Foundation, Inc. a Massachusetts charitable foundation (the “MPM Charitable Foundation”) and the UBS Optimus Foundation, a Swiss charitable foundation “Optimus.” and together with the MPM Charitable Foundation, the “Charitable Foundations”).
LETTER AGREEMENTLetter Agreement • October 10th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances)
Reference is made to that certain Series A Preferred Stock Purchase Agreement, dated as of October 16, 2015 (“Purchase Agreement”), by and among TCR2, Inc., a Delaware corporation (the “Company”) and the other parties thereto, as amended by that certain Amendment No. 1 to Series A Preferred Stock Purchase Agreement, dated as of January 29, 2016, by and among the Company and parties listed on the signature pages thereto. By executing and delivering this letter, in connection with the purchase by UBS Oncology Impact Fund LP. (“OIF”) of 3,258,427 shares of Series A Preferred Stock of the Company at the Additional Closing (as defined in the Purchase Agreement), OIF MPM Oncology Impact fund Charitable foundation, the UBS Optimus foundation and the Company hereby acknowledges and agree as follows:
