ICOSAVAX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 19, 2021Investors’ Rights Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of March 19, 2021, by and among Icosavax, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, (each of which is referred to in this Agreement as an “Investor”), each of the stockholders listed on Schedule B hereto (each of whom is referred to herein as a “Key Holder”) and any additional purchaser of Preferred Stock (as defined below) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
ICOSAVAX, INC.Letter Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
We are amending and restating the terms of your position at Icosavax, Inc. (the “Company”), as previously set forth in that certain Employment Letter Agreement, dated October 30, 2019 (the “Prior Agreement”), by and between the Company and you (the “Employee”). In consideration of the mutual promises herein contained, the parties agree as follows:
LICENSE AND EXCLUSIVE OPTION AGREEMENT BETWEEN ICOSAVAX, INC. AND UNIVERSITY OF WASHINGTON FOR COMPUTATIONALLY DESIGNED NANOPARTICLES AND VACCINES BASED UPON SUCH DESIGNS UW COMOTION AGREEMENT REF. [***]License and Exclusive Option Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This License and Exclusive Option Agreement (this “Agreement”), effective as of the date of last signature (the “Effective Date”), is made and entered into between the University of Washington, a public institution of higher education and an agency of the state of Washington, (“University”), and Icosavax, Inc., a for profit corporation under the laws of Delaware (“Company”).
GLOBAL ACCESS AND PRICE COMMITMENT AGREEMENT Investment ID [***]Global Access and Price Commitment Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances)
This Global Access and Price Commitment Agreement (“Agreement”), effective as of the date of the last signature below, is made by and between the Bill & Melinda Gates Foundation (the “Foundation”) and Icosavax, Inc. (“Icosavax”), in connection with the Grant Agreement for [***] between the Parties effective September 24, 2020 (“Grant Agreement”). Unless otherwise defined in this Agreement, capitalized terms have the same meaning as given in the Grant Agreement. This Agreement is a part of, and is incorporated into, the Grant Agreement.
EXCLUSIVE LICENSE AGREEMENT BETWEEN ICOSAVAX, INC. AND UNIVERSITY OF WASHINGTON FOR COMPUTATIONALLY DESIGNED NANOPARTICLES AND VACCINES BASED UPON SUCH DESIGNS UW COMOTION AGREEMENT REF. [***]Exclusive License Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This Exclusive License Agreement (this “Agreement”), effective as of the date of last signature (the “Effective Date”), is made and entered into between the University of Washington, a public institution of higher education and an agency of the state of Washington, (“University”), and Icosavax, Inc., a for profit corporation under the laws of Delaware (“Company”).
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT NONEXCLUSIVE – SUBLICENSABLE and BIOLOGICAL MATERIALS LICENSE-NON-EXCLUSIVE This Agreement is based on the model Patent License Non-Exclusive Sublicensable Agreement adopted by the U.S. Public Health...Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), Appendix G (Royalty Payment Options, and Appendix H (Shipping Information).
ICOSAVAX, INC.Employment Letter Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
In connection with the transactions contemplated by the Series A Preferred Stock Purchase Agreement, dated as of August 15, 2019, by and among the Company and the Purchasers named therein (the “Transaction”), we are amending and restating the terms of your position at Icosavax, Inc. (the “Company”), as previously set forth on that certain Consulting Agreement, dated September 1, 2018 (the “Prior Agreement”), by and between the Company and you (also referred herein as “Employee” and together, the “Parties”). Please note that this employment letter agreement (this “Agreement”) is contingent on the closing of the Transaction (the “Closing”), and shall become effective as of the Closing (the “Effective Date”). In the event the Closing does not occur on or before December 31, 2019, this Agreement shall have no force and effect and shall be null and void, and the Prior Agreement shall remain in effect. In consideration of the mutual promises herein contained, the Parties agree as follows:
ICOSAVAX, INC.Prior Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
In connection with the transactions contemplated by the Series A Preferred Stock Purchase Agreement, dated as of August 15, 2019, by and among the Company and the Purchasers named therein (the “Transaction”), we are amending and restating the terms of your position at Icosavax, Inc. (the “Company”), as previously set forth on that certain Consulting Agreement, dated January 1, 2018 (the “Prior Agreement”), by and among the Company, you and Palindrome Bioconsulting, LLC (also referred herein as “Employee” and together, the “Parties”). Please note that this employment letter agreement (this “Agreement”) is contingent on the closing of the Transaction (the “Closing”), and shall become effective as of the Closing (the “Effective Date”). In the event the Closing does not occur on or before December 31, 2019, this Agreement shall have no force and effect and shall be null and void, and the Prior Agreement shall remain in effect. In consideration of the mutual promises herein contained, the P
ICOSAVAX, INC.Letter Agreement • May 14th, 2021 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Washington
This amended and restated employment letter agreement (this “Agreement”) amends and restates that certain employment letter agreement, dated August 15, 2019 (the “Prior Agreement”), by and between the Company and you (also referred herein as “Employee” and together, the “Parties”). This Agreement sets forth the terms of your continued employment with Icosavax, Inc. (the “Company”), effective as of February 21, 2020. In consideration of the mutual promises herein contained, the Parties agree as follows:
ICOSAVAX, INC.Icosavax, Inc. • May 14th, 2021 • Biological products, (no disgnostic substances) • Washington
In connection with the transactions contemplated by the Series A Preferred Stock Purchase Agreement, dated as of August 15, 2019, by and among the Company and the Purchasers named therein (the “Transaction”), we are amending and restating the terms of your position at Icosavax, Inc. (the “Company”), as previously set forth on that certain Consulting Agreement, dated January 1, 2018 (the “Prior Agreement”), by and between the Company and you (also referred herein as “Employee” and together, the “Parties”). Please note that this employment letter agreement (this “Agreement”) is contingent on the closing of the Transaction (the “Closing”), and shall become effective as of the Closing (the “Effective Date”). In the event the Closing does not occur on or before December 31, 2019, this Agreement shall have no force and effect and shall be null and void, and the Prior Agreement shall remain in effect. In consideration of the mutual promises herein contained, the Parties agree as follows:
