ContractWarrant Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations • 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
VIVIDION THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of February 18, 2021, by and among VIVIDION THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each an “Investor” and together the “Investors”), each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder,” and The Scripps Research Institute, a California nonprofit public benefit corporation (“TSRI”), solely for purposes of Section 4 of this Agreement (for the avoidance of doubt, TSRI shall not be entitled to any other benefits pursuant to this Agreement other than those provided in Section 4 of this Agreement).
MASTER RESEARCH AND COLLABORATION AGREEMENT by and between VIVIDION THERAPEUTICS, INC. and CELGENE CORPORATION Dated as of March 1, 2018Master Research and Collaboration Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations • New York
This Master Research and Collaboration Agreement (this “Agreement”) is entered into as of March 1, 2018 (the “Effective Date”) by and between Vividion Therapeutics, Inc., a Delaware corporation (“Vividion”) and Celgene Corporation, a Delaware corporation (“Celgene”). Celgene and Vividion are each referred to herein by name or as a “Party”, or, collectively, as the “Parties.”
RESEARCH FUNDING AND OPTION AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE a California nonprofit public benefit corporation and Vividion Therapeutics, Inc., a Delaware corporationResearch Funding and Option Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations • California
This Agreement is entered into this 15th day of September, 2014 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation located at 10550 North Torrey Pines Road, La Jolla, California 92037 (“TSRI”), and VIVIDION THERAPEUTICS, INC., a Delaware corporation located at C/O Cardinal Partners 230 Nassau Street Princeton NJ 08540 (“Sponsor”), with respect to the facts set forth below.
LEASE AGREEMENTLease Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations
LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and Vividion Therapeutics, Inc., a Delaware corporationLicense Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations • California
This License Agreement is entered into and made effective as of this 6th day of January, 2016 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and VIVIDION THERAPEUTICS, INC., a Delaware corporation (“Licensee”), each located at the respective address set forth in Section 14.16 below, with respect to the facts set forth below.
VIVIDION THERAPEUTICS, INC. CONSULTING AGREEMENTConsulting Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the “Agreement”) is effective as of January 1, 2017 (the “Effective Date”), by and between VIVIDION THERAPEUTICS, INC., a Delaware corporation (the “Company”), and BENJAMIN CRAVATT (“Consultant”).
CONSENT TO SUBLEASEConsent to Sublease • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations • California
This Consent to Sublease (this “Consent”) is made as of March 16, 2018, by and among ARE-SD REGION NO. 18, LLC, a Delaware limited liability company, having an address of 385 East Colorado Blvd., Suite 299, Pasadena, California 91101 (“Landlord”), VIVIDION THERAPEUTICS, INC., a Delaware corporation, having an address of 5820 Nancy Ridge Drive, San Diego, California 92121, Attn: Lease Administrator (“Tenant”), and ONCOSEC MEDICAL INCORPORATED, a Nevada corporation, having an address of 5820 Nancy Ridge Drive, San Diego, California 92121, Attn: Chief Financial Officer (“Sublessee”) with reference to the following Recitals.
NR SUBLEASE TERMS AND CONDITIONSSublease Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations
Sublessor and Sublessee acknowledge that this Term Sheet is not a sublease and that it is intended as the basis for preparation of a sublease. The Sublease shall be subject to Sublessor’s and Sublessee’s approval and only a fully executed Sublease shall bind the parties.
Collaboration, Option and License AgreementCollaboration, Option and License Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations • New York
WHEREAS, Vividion has expertise in proteome wide small molecule discovery approaches building on a proprietary library of small molecules designed to bind covalently in a selective manner to target proteins;
Vividion Therapeutics, Inc. San Diego, CA 92121 Attn: Chief Executive Officer Re: Addition of Stat3 to Master Research and Collaboration Agreement Dear Sir or Madam:Master Research and Collaboration Agreement • April 23rd, 2021 • Vividion Therapeutics, Inc. • Pharmaceutical preparations
This letter agreement (the “Letter Agreement”) is being entered into by and between Vividion Therapeutics, Inc. (“Vividion”) and Celgene Corporation (“Celgene”), in connection with the Master Research and Collaboration Agreement entered into by Vividion and Celgene dated March 1, 2018 (the “Collaboration Agreement”), pursuant to which Celgene and Vividion agreed to collaborate on the research and development of therapeutics directed against certain targets. Capitalized terms used in this Letter Agreement that are not otherwise defined herein have the meanings set forth in the Collaboration Agreement.
