LICENSE AGREEMENT for MSK’s technology “[****] and [****] antibodies and Multimerization technology” between MEMORIAL SLOAN-KETTERING CANCER CENTER and Y-MABS THERAPEUTICS, INC.License Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) is effective on the date of the last signature below (“Effective Date”), and is by and between Memorial Sloan-Kettering Cancer Center (“MSK”), a New York not-for-profit corporation with its principal office at 1275 York Avenue, New York, NY, and Y-mAbs Therapeutics, Inc., a Delaware corporation with its principal office at c/o Satterlee Stephens Burke & Burke LLP. 230 Park Avenue, Suite 1130, New York, New York 10169 (“LICENSE”). MSK and LICENSEE are sometimes referred to singly as “Party” and collectively as “Parties”.
Y-MABS THERAPEUTICS, INC. 2015 AMENDED AND RESTATED EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
Unless otherwise defined herein, the terms defined in the Y-mAbs Therapeutics, Inc., 2015 Amended and Restated Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement including the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, and the appendices and exhibits attached thereto (all together, the “Award Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of November 17, 2017, by and among Y-mAbs Therapeutics, Inc., a Delaware corporation (the “Company”), HBM Healthcare Investments (Cayman) Ltd., a Cayman Islands exempt company (“HBM”), Scopia Health Care LLC, a Delaware limited liability company (“Scopia LLC”), Scopia Health Care International Master Fund LP, a Bermuda limited partnership (“Scopia LP”) and Sofinova Venture Partners X, L.P., a Delaware limited partnership (“Sofinnova”). HBM, Scopia LLC, Scopia LP and Sofinnova are also sometimes collectively referred to herein as the “Investors” and individually as an “Investor”. The Investors are also sometimes collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
SERVICE AGREEMENT BETWEEN Y-MABS THERAPEUTICS A/S AND BO KRUSEService Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations
MASTER DATA SERVICES AGREEMENTMaster Data Services Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This MASTER DATA SERVICES AGREEMENT (together with Appendix A and any Project Descriptions (as defined in Section 1), the “Agreement”) is made on September 20, 2016 (the “Effective Date”) by and between YMABS THERAPEUTICS, INC., a for profit having a place of business at 701 Gateway Drive, Suite 200, South San Francisco, Ca 94080 (“Ymabs”) and MEMORIAL SLOAN KETTERING CANCER CENTER, a New York membership corporation with principal offices at 1275 York Avenue, New York, New York 10065 (“Institution”).
Exhibit D SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Sponsored Research Agreement (this “Agreement”), effective as of the date of the signature of the underlying license agreement, SK2017-1696, dated November 13, 2017, (“Effective Date”), is between Memorial Sloan Kettering Cancer Center, a New York not-for-profit entity, with offices at 1275 York Avenue, New York, NY 10065 (“MSK”) and Y-mAbs Therapeutics, Inc., a Delaware corporation with a principal office at 750 3rd Avenue. New York, N.Y. 10017 (“Sponsor”). MSK and Sponsor may be individually referred to as a “Party”, and collectively as the “Parties”. This Exhibit D, including Appendix A and Appendix B attached hereto, replaces the Exhibit D (including Appendix B) of the License Agreement for MSK’s technology “CD33 Antibodies and constructs thereof” between Memorial Sloan Kettering Cancer Center and Y-mAbs Therapeutics, Inc., dated November 10, 2017 in its entirety, and such original Exhibit D is hereby cancelled and void.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Sponsored Research Agreement (this “Agreement”), effective as of the date of the last signature below (“Effective Date”), is between Memorial Sloan Kettering Cancer Center, a New York not-for-profit entity, with offices at 1275 York Avenue, New York, NY 10065 (“MSK”) and YmAbs, a Delaware corporation with a principal office at 750 Third Avenue, New York, NY 1017,(“Sponsor”). MSK and Sponsor may be individually referred to as a “Party”, and collectively as the “Parties”.
RXR HB OWNER LLC, Landlord TO Y-MABS THERAPEUTICS, INC., TenantLease • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
LEASE, dated as of January 10th, 2018, between RXR HB OWNER LLC (“Landlord”), a Delaware limited liability company whose address is c/o RXR Realty LLC, 625 RXR Plaza, Uniondale, NY 11556, and Y-MABS THERAPEUTICS, INC. (“Tenant”), a Delaware corporation, whose address is 750 Third Avenue, New York, New York 10017, prior to the commencement of the Term, and thereafter Tenant’s address shall be that of the Building.
SERVICE AGREEMENT BETWEEN Y-MABS THERAPEUTICS, INC. AND THOMAS GADService Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
FORM OF OFFICER AND DIRECTOR INDEMNIFICATION AGREEMENTOfficer and Director Indemnification Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • Delaware
OFFICER AND DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”) dated as of [ ], 2017 by and between Y-MABS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”).
SERVICE AGREEMENT BETWEEN Y-MABS THERAPEUTICS, INC. AND CLAUS JUAN MØLLER SAN PEDROService Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
INVESTIGATOR-SPONSORED MASTER CLINICAL TRIAL AGREEMENTInvestigator-Sponsored Master Clinical Trial Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS INVESTIGATOR-SPONSORED TRIAL AGREEMENT (together with Appendix A, the “Agreement”) is made as of the date last signed below (the “Effective Date”) by and among Y-mAbs Therapeutics, Inc, a corporation with offices at 750 Third Avenue, 9th floor, New York, NY 10017 (“Company”), on the one hand; and MEMORIAL SLOAN KETTERING CANCER CENTER, a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York, New York 10065, on behalf of Memorial Hospital for Cancer and Allied Diseases, its Regional Network sites, MSK Alliance Clinical Trial Sites, and its Cancer Health Equity Research Program Sites (“MSK”), and on behalf of itself and its employee specified in the applicable Study Addendum (“Investigator-Sponsor”), on the other hand. The parties agree that INVESTIGATOR-SPONSOR is not a party to this Agreement.
REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 13, 2017 BY AND AMONG Y-MABS THERAPEUTICS, INC. AND HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD. AND THE PERSONS AND ENTITIES LISTED ON EXHIBIT A HERETORegistration Rights Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of October 13, 2017, by and among Y-mAbs Therapeutics, Inc., a Delaware corporation (the “Company”) HBM Healthcare Investments (Cayman) Ltd. (“HBM”), a Cayman Islands exempted company, and the persons and entities listed on Exhibit A hereto (each, an “Investor” and along with HBM collectively, the “Investors”). The Investors are also sometimes collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
