FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ] between Genocea Biosciences, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated License Agreement (“Agreement”) is entered into as of this 19th day of November, 2012 (the “Amended and Restated Effective Date”), by and between Genocea Biosciences, Inc., a company formed under the laws of the State of Delaware, having a place of business at Cambridge Discovery Park, 100 Acorn Park Drive, 5th Floor, Cambridge, MA 02140 (“Licensee”) and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Holyoke Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Exclusive License • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • California
This exclusive license agreement (“Agreement”) is effective August 18, 2006 (“Effective Date”), by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, having its systemwide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94720-1620 (“REGENTS”) and Genocea, Inc. a Delaware corporation having a principal place of business at 140 East 45th Street, 30th Floor, New York, NY 10017 (“LICENSEE”). The parties agree as follows:
LOAN AND SECURITY AGREEMENT No. V13111Loan and Security Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Illinois
This Loan and Security Agreement (this “Loan Agreement”), made as of September 30, 2013 by and between Ares Capital Corporation (“Lender”), with offices at 245 Park Avenue, 44th Floor, New York, NY 10167, and Genocea Biosciences, Inc. (“Borrower”), a Delaware corporation with its principal place of business at 100 Acorn Park Drive, 5th Floor, Cambridge, MA 02140.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT...Exclusive License Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Exclusive License Agreement (“Agreement”) is made and entered into as of the date last signed below (the “Effective Date”), by and between CHILDREN’S MEDICAL CENTER CORPORATION, a charitable corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 300 Longwood Avenue, Boston, Massachusetts, 02115, U.S.A. (hereinafter referred to as “CMCC”), and Genocea Biosciences, Inc., a business corporation organized and existing under the laws of the State of Delaware and having its principal office at 161 First Street, Suite 2C, Cambridge, MA 02142, U.S.A. (hereinafter referred to as “Licensee”). CMCC and Licensee may be referred to individually as “Party” and collectively as the “Parties”.
LICENSE AND COLLABORATION AGREEMENT by and between GENOCEA BIOSCIENCES, INC. and ISCONOVA AB August 5, 2009 and amended as of March 19, 2010 (Amendment 1); June 18, 2010 (Amendment 2); August 17, 2010 (Amendment 3); October 19, 2011 (Amendment 4); and...License and Collaboration Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License and Collaboration Agreement (this “Agreement”) dated the 5th day of August, 2009 (the “Effective Date”) is by and between Genocea Biosciences, Inc., a Delaware corporation having its principal office at 161 First Street, Suite 2C, Cambridge, MA 02142, United States of America (“Genocea”), and Isconova AB, a corporation organized and existing under the laws of Sweden and having a principal place of business at Uppsala Science Park, SE- 751 83 Uppsala, Sweden (“Isconova”). Genocea and Isconova may each be referred to herein individually as a “Party” and collectively as the “Parties.”
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PATENT LICENSE AGREEMENT BETWEEN GENOCEA...Patent License Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Washington
This patent license agreement (the “Agreement”) is dated and effective as of January 27, 2010 (the “Effective Date”) and is made by and between the University of Washington, a public institution of higher education and an agency of the state of Washington, acting through UW TechTransfer, Technology Licensing (“University”), and Genocea Biosciences, Inc., a Delaware corporation with its principal place of business at 161 First Street, Suite 2C, Cambridge, MA 02142 (“Company”), (individually each a “Party” or collectively, the “Parties”).
GENOCEA BIOSCIENCES, INC. CONSULTING AGREEMENTConsulting Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (this “Agreement”) is entered into as of May 16, 2007, by and between Genocea Biosciences, Inc. (the “Company”) and George Siber (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
AGREEMENT REGARDING SUBLEASESublease Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
The following is a summary of certain basic terms of this Lease which is intended for the convenience and reference of the parties. Capitalized terms used, but not defined, in this Summary of Basic Terms, have their defined meanings in this Lease. In addition, some of the following items or terms are incorporated into this Lease by reference to the item or term or to this “Summary of Basic Terms”.
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
This Fourth Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of October 21, 2013, by and among Genocea Biosciences, Inc., a Delaware corporation (the “Corporation”), and the persons and entities listed on Exhibit A hereto (the “Investors”).
ContractPreferred Stock Purchase Warrant • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
LEASE OF PREMISES AT CAMBRIDGE DISCOVERY PARK CAMBRIDGE, MASSACHUSETTS FROM TBCI, LLC, AS TRUSTEE OF 100 DISCOVERY PARK REALTY TRUST TO GENOCEA BIOSCIENCES, INC.Lease Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances)
The following is a summary of certain basic terms of this Lease which is intended for the convenience and reference of the parties. Capitalized terms used, but not defined, in this Summary of Basic Terms, have their defined meanings in this Lease. In addition, some of the following items or terms are incorporated into this Lease by reference to the item or term or to this ‘Summary of Basic Terms”.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1)...Warrant Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Warrant is one of the “Financing Warrants” referred to in that certain Note Purchase Agreement, dated as of January 7, 2008 (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”), among the Company and the Purchasers from time to time party thereto and is subject to the terms and conditions set forth therein with respect hereto, which terms and conditions are incorporated herein by reference. The Holder hereof is entitled to the benefits and subject to the conditions set forth in the Note Purchase Agreement and may enforce the agreements of the Company contained therein, and exercise the respective remedies provided for thereby or otherwise available in respect hereof, all in accordance with the respective terms thereof. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned thereto in the Note Purchase Agreement.
ContractPreferred Stock Purchase Warrant • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Patent License Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 3 is made and entered into as of November 7, 2013, by and between the University of Washington, a public institution of higher education and an agency of the State of Washington, acting through UW Center for Commercialization, Technology Licensing (“University”), and Genocea Biosciences, Inc., a Delaware corporation with its principal place of business at 100 Acorn Park Drive, 5th floor, Cambridge, MA 02140 (“Company”). University and Company are referred to individually as a “Party”, and collectively as the “Parties”.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Patent License Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2 is made and entered into as of September 12, 2012, by and between the University of Washington, a public institution of higher education and an agency of the State of Washington, acting through UW Center for Commercialization, Technology Licensing (“University”), and Genocea Biosciences, Inc., a Delaware corporation with its principal place of business at 100 Acorn Park Drive, 5th floor, Cambridge, MA 02140 (“Company”). University and Company are referred to individually as a “Party” and collectively as the “Parties”.
