ContractWarrant Agreement • November 1st, 2018 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LICENSE AGREEMENTLicense Agreement • November 1st, 2018 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
HMGU is a public research institution operating in the field of environmental health. Researchers at HMGU identified the endonuclease “Clo51” from the bacterial strain […***…] as an enzyme that can be used for genome editing purposes (hereinafter referred to as the “ORIGINAL MATERIAL”) as described in Annex 1. The technology involving the ORIGINAL MATERIAL is protected by the […***…].
LICENSE AGREEMENT BY AND BETWEEN Janssen Biotech Inc. AND Poseida Therapeutics Inc.License Agreement • November 1st, 2018 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This License Agreement, made this 3rd day of August 2015 (the “Effective Date”), is by and between Janssen Biotech Inc., a Pennsylvania company, with principal offices located at 800/850 Ridgeview Road, Horsham, PA 19044 (“Janssen”) and Poseida Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware having a place of business at 3210 Merryfield Row, San Diego, CA 32121 (“Poseida”). Each of Janssen and Poseida may be referred to, individually, as a “Party”, and, collectively, as the “Parties.”
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • November 1st, 2018 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Commercial License Agreement (“Agreement”) is entered into effective April 27, 2017 (“Effective Date”) by TeneoBio, Inc. (“TeneoBio”), having its principal place of business at 1490 O’Brien Drive, Suite D, Menlo Park, CA 94025, and Poseida Therapeutics, Inc. (“Licensee”), having its principal place of business at 4242 Campus Point Court, #700, San Diego, CA 92121. In consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG POSEIDA THERAPEUTICS INC., HERMES MERGER SUB I, INC., HERMES MERGER SUB II, LLC, VINDICO NANOBIOTECHNOLOGY, INC. AND CHRISTOPHER YOUNG AS STOCKHOLDERS’ REPRESENTATIVE OCTOBER 10, 2016Merger Agreement • November 1st, 2018 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of October 10, 2016 by and among POSEIDA THERAPEUTICS, INC., a Delaware corporation (“Parent”), HERMES MERGER SUB I, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub I”), HERMES MERGER SUB II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II”), VINDICO NANOBIOTECHNOLOGY, INC., a Delaware corporation (the “Company”), and CHRISTOPHER YOUNG as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in EXHIBIT A.
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • November 1st, 2018 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS ASSET CONTRIBUTION AGREEMENT is being entered into as of February 9, 2015 (this “Agreement”), by and between Transposagen Biopharmaceuticals, Inc., a Delaware corporation (“Transposagen”), and Poseida Therapeutics, Inc., a Delaware corporation (“Poseida”). Transposagen and Poseida are referred to collectively in this Agreement as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 1st, 2018 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 25, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and POSEIDA THERAPEUTICS, INC., a Delaware corporation with offices located at 4242 Campus Point Court, Suite 700, San Diego, California 92121 (“Parent”), VINDICO NANOBIOTECHNOLOGY LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent with offices located at A264 ASTeCC 145 Graham Ave., Lexington, KY 40506 (“US Sub”) and POSEIDA THERAPEUTICS CYM, an exempted company organized under the la
