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 • January 13th, 2014 • 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”).
GENOCEA BIOSCIENCES, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 13th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by Genocea Biosciences, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Genocea Biosciences, Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”).
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 • January 13th, 2014 • 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:
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 • January 13th, 2014 • 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 • January 13th, 2014 • 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 • January 13th, 2014 • 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. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • January 13th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by Genocea Biosciences, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Genocea Biosciences, Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”).
Exhibit A to Notice of Stock Option Exercise RESTRICTED STOCK AGREEMENT Purchase of Restricted Stock under the Genocea Biosciences, Inc. 2007 Equity Incentive PlanRestricted Stock Agreement • January 13th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances)
Genocea Biosciences, Inc.Termination Agreement • January 13th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances)
This letter confirms the termination of the letter agreement dated February 4, 2013 (the “Letter Agreement”), regarding your service as a member of the Board of Directors (the “Board”) of Genocea Biosciences, Inc. (the “Company”). Accordingly, pursuant to Section 4 of the Letter Agreement and effective as of the day immediately preceding the day on which the initial public offering of the Company’s shares is consummated, the Company hereby terminates the Letter Agreement and, by signing below, you hereby acknowledge and agree to such termination of the Letter Agreement. Upon termination of the Letter Agreement, you shall be entitled to compensation as a member of the Board pursuant to the Company’s non-employee director compensation policies, as in effect from time to time. For the avoidance of doubt, the termination of the Letter Agreement will not terminate your service as a member of the Board.
