SELECTA BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[16] between Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
EMPLOYMENT AGREEMENT (Earl E. Sands)Employment Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”) dated as of July 1, 2015 (the “Effective Date”), is made by and between Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and Earl E. Sands (“Executive”).
CONSULTING AGREEMENT (Robert S. Langer, Jr.)Consulting Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement dated as of March 10, 2008 (this “Agreement”), is made by and between Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and Robert S. Langer, Jr. (the “Consultant”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 31, 2015 (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, PACIFIC WESTERN BANK, a California state chartered bank with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank”) (each a “Lender” and collectively, the “Lenders”), and SELECTA BIOSCIENCES, INC., a Delaware corporation, with offices located at 480 Arsenal St., Bldg. 1, Watertown, MA 02472 (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of August 9, 2013 by and am
LICENSE AGREEMENTLicense Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”), dated as of May 12, 2014 (the “Effective Date”), is made by and between Shenyang Sunshine Pharmaceutical Co., Ltd., a Chinese Corporation, with an address at No. 3 A1 Road 10, Shenyang Economic and Technology Development Zone, Shenyang, China 110027 (“3SBio”), and Selecta Biosciences, Inc., a Delaware corporation, with an address at 480 Arsenal Street, Building One, Watertown, MA 02472 (“Selecta”). 3SBio and Selecta are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
SELECTA BIOSCIENCES, INC. INDEPENDENT DIRECTOR CONSULTING AGREEMENT (George R. Siber, M.D.)Independent Director Consulting Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Independent Director Consulting Agreement (this “Agreement”) dated as of May 5, 2009 (the “Effective Date”), is made by and between Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and George R. Siber, M.D. (the “Consultant”).
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This MANUFACTURING SERVICES AGREEMENT (“Agreement”), dated as of August 1, 2014 (the “Effective Date”), by and between Shenyang Sunshine Pharmaceutical Co., Ltd., a Chinese Corporation, with an address at No. 3 A1 Road 10, Shenyang Economic and Technology Development Zone, Shenyang, China 110027 (“3SBio”), and Selecta Biosciences, Inc., a Delaware corporation, with an address at 480 Arsenal Street, Building One, Watertown, MA 02472 (“Selecta”). 3SBio and Selecta are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties”.
PATENT CROSS-LICENSE AGREEMENTPatent Cross-License Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
THIS PATENT CROSS-LICENSE AGREEMENT (“Agreement”) is entered into as of this 18th day of December, 2008 (the “Effective Date”) by and between BIND Biosciences Inc., a Delaware corporation, with a principal place of business at 101 Binney Street, Cambridge, Massachusetts 02142 (“BIND”) and Selecta Biosciences, Inc., a Delaware corporation, with a principal place of business at 480 Arsenal Street, Building One, Watertown, Massachusetts 02472 (“Selecta”), each of BIND and Selecta being a “Party” and collectively being the “Parties.”
LICENSE AND RESEARCH COLLABORATION AGREEMENT BETWEEN SELECTA BIOSCIENCES, INC. AND SANOFI DATED AS OF NOVEMBER 27, 2012License and Research Collaboration Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
THIS LICENSE AND RESEARCH COLLABORATION AGREEMENT (this “Agreement”), dated as of November 27, 2012, is between SELECTA BIOSCIENCES, INC., a company duly organized and existing under the laws of the State of Delaware, with a principal place of business at 480 Arsenal Street, Building One, Watertown, MA 02472, for and on behalf of itself and its Affiliates (together with its Affiliates, collectively “Selecta”), and SANOFI, a société anonyme duly organized and validly existing under the laws of the Republic of France, having its principal executive offices located at 54 rue La Boétie, 75008 Paris, France, for and on behalf of itself and its Affiliates (together with its Affiliates, collectively “Sanofi”).
TO THE LICENSE AND RESEARCH COLLABORATION AGREEMENTSupplemental Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This Supplemental Agreement No. 1 (“Supplement No. 1”) to the License and Research Collaboration Agreement dated November 27, 2012 (the “License Agreement”) is entered into as of May 7, 2015 (the “Supplement Effective Date”) by and between SELECTA BIOSCIENCES, INC. (“Selecta”), and SANOFI (“Sanofi”). Selecta and Sanofi shall be individually referred to as a “Party” and collectively as the “Parties.”
SANOFILetter Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This letter agreement (“Letter Agreement”) confirms the understanding between the Massachusetts Institute of Technology (“M.I.T.”), Selecta Biosciences, Inc. (“Selecta”) and Sanofi (“Sanofi”) with respect to certain rights of M.I.T. that M.I.T. has licensed to Selecta pursuant to that certain Exclusive Patent License Agreement between M.I.T. and Selecta dated as of November 25, 2008, as may be amended pursuant to its terms (“M.I.T. Agreement”), and that, in turn, Selecta has sublicensed to Sanofi pursuant to that certain License and Research Collaboration Agreement between Selecta and Sanofi dated November 27, 2012 (“Sanofi Agreement”). Sanofi, Selecta and M.I.T. are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
This Fifth Amended and Restated Investors’ Rights Agreement dated as of August 26, 2015 (this “Agreement”), is made by and among: (i) Selecta Biosciences, Inc., a Delaware corporation (the “Company”); (ii) the holders of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share, (the “Series C Preferred Stock”), the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share, (the “Series E Preferred Stock” and, collectively with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock and the Series D Preferred Stock, the “Senior Preferred Stock”), and the Company’s Series SRN
MASSACHUSETTS INSTITUTE OF TECHNOLOGY EXCLUSIVE PATENT LICENSE AGREEMENTSelecta Biosciences Inc • May 24th, 2016 • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Selecta Biosciences, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 480 Arsenal Street, Building One, Watertown, MA 02472.
Re: M.I.T. - Selecta Biosciences, Inc. Exclusive Patent License Agreement,Selecta Biosciences Inc • May 24th, 2016 • Pharmaceutical preparations
This letter amendment (“Letter Amendment”) is in reference to the Exclusive Patent License Agreement by and between the Massachusetts Institute of Technology (“MIT”) and Selecta Biosciences, Inc. (“Selecta”), effective November 25, 2008, as amended by a First Amendment dated January 12, 2010, (the “MIT License Agreement”). Capitalized terms that are used but not otherwise defined herein shall have the meanings given to such terms in the MIT License Agreement.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 24th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This Exclusive License Agreement, effective as of May 17, 2016 (“Effective Date”), is between the Massachusetts Eye and Ear Infirmary, a Massachusetts non-profit organization having a principal place of business at 243 Charles Street, Boston, Massachusetts 02114 and The Schepens Eye Research Institute, Inc., a Massachusetts non-profit organization having a principal place of business at 20 Staniford Street, Boston, Massachusetts 02114 (together known as “MEE”) and Selecta Biosciences, Inc., a Delaware corporation having a principal place of business at 480 Arsenal Street, Watertown, Massachusetts 02472 (“Licensee”).
FIRST AMENDMENTSelecta Biosciences Inc • May 24th, 2016 • Pharmaceutical preparations
This First Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement effective November 25, 2008 (“LICENSE AGREEMENT”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Selecta Biosciences, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 480 Arsenal Street, Building One, Watertown, MA 02472.
SECOND AMENDMENTSelecta Biosciences Inc • May 24th, 2016 • Pharmaceutical preparations
This Second Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement effective November 25, 2008, as amended by a First Amendment dated January 12, 2010, a Letter Amendment dated November 27, 2012, a Letter Agreement dated November 27, 2012, and a Letter Agreement dated November 27, 2012 (the “License Agreement”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Selecta Biosciences, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 480 Arsenal Street, Building One, Watertown, MA 02472.
