0001104659-10-064201 Sample Contracts

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License Agreement • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Delaware

Re: Amended and Restated License Agreement between Duke University (“Duke”) and Celldex Therapeutics, Inc. (“Celldex”), dated September 1, 2006 (the “Duke Agreement”)

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CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE...
Exclusive License Agreement • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Pennsylvania

Re: Exclusive License Agreement, effective as of February 1, 2003, between Thomas Jefferson University (“TJU”) and Celldex Therapeutics, Inc. (“Celldex”), as the assignee of Alteris Therapeutics, Inc. (“Alteris”), as the successor of Spliceomix, Inc. (the “TJU Agreement”)

LICENSE AND ASSIGNMENT AGREEMENT
License and Assignment Agreement • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Delaware

THIS LICENSE AND ASSIGNMENT AGREEMENT (the “Agreement”) is made and entered into as of March 16, 2009 (the “Effective Date”) by and between AMGEN INC., a Delaware corporation with offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), and CELLDEX THERAPEUTICS, INC., a Delaware corporation with a place of business at 222 Cameron Drive, Suite 400, Phillipsburg, NJ 08865 (“Celldex”). Amgen and Celldex may be referred to herein individually as a “Party” and jointly as the “Parties.”

FIFTH AMENDMENT TO LEASE
Lease • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts

This FIFTH AMENDMENT TO LEASE (this “Amendment”) is made as of the 3rd day of October, 2008, (the “Effective Date”) by and between MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body politic and corporate and a public instrumentality of the Commonwealth of Massachusetts pursuant to Massachusetts General Laws, Chapter 23G, with an address of 160 Federal Street, Boston, Massachusetts 02110 (“Landlord”) and CELLDEX THERAPEUTICS, INC. (formerly AVANT Immunotherapeutics, Inc.), a Delaware corporation, with an address of 119 Fourth Avenue, Needham, Massachusetts (“Tenant”).

AMENDMENT TO LOAN DOCUMENTS
Amendment to Loan Documents • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances

This Amendment to Loan Documents is made as of January 1, 2009, by and between Celldex Therapeutics, Inc. successor in interest to Avant Immunotherapeutics, Inc. (“Borrower”) and MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body politic and corporate created under Massachusetts General Laws Chapter 23G (“Lender”).

Amendment to Security Agreement
Security Agreement • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances

This Amendment to Security Agreement is made as of January 1, 2009, by and between Celldex Therapeutics, Inc. successor in interest to Avant Immunotherapeutics, Inc. (“Borrower”) and MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body politic and corporate created under Massachusetts General Laws Chapter 23G (“Lender”).

FIRST AMENDMENT TO LEASE
Lease • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts

This FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of the 17th day of March, 2005, (the “Effective Date”) by and between MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body politic and corporate and a public instrumentality of the Commonwealth of Massachusetts pursuant to Massachusetts General Laws, Chapter 23G, with an address of 160 Federal Street, Boston, Massachusetts 02110 (“Landlord”) and AVANT IMMUNOTHERAPEUTICS, INC., a Delaware corporation, with an address of 119 Fourth Avenue, Needham, Massachusetts (“Tenant”).

LICENSE AGREEMENT
License Agreement • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Pennsylvania

THIS LICENSE AGREEMENT is dated as of December 31, 2003 (the “Effective Date”) by and among Duke University (“Duke”), a North Carolina corporation, with offices at 2020 W. Main Street, Suite 101, Durham, NC 27705, and The Johns Hopkins University (“JHU”), a Maryland corporation, with offices at 3400 N. Charles Street, Baltimore, MD 21218-2695; and Alteris Therapeutics, Inc. (the “Licensee”), a Delaware corporation, with offices at 26 Spring Mill Drive, Malvern, Pennsylvania 19355. Duke and JHU are hereinafter sometimes referred to individually as a “Licensor” and collectively as the “Licensors.”

THIRD AMENDMENT TO LEASE
Lease • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts

This THIRD AMENDMENT TO LEASE (this “Amendment”) is made as of the 20th day of December, 2006, (the “Effective Date”) by and between MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body politic and corporate and a public instrumentality of the Commonwealth of Massachusetts pursuant to Massachusetts General Laws, Chapter 23G, with an address of 160 Federal Street, Boston, Massachusetts 02110 (“Landlord”) and AVANT IMMUNOTHERAPEUTICS, INC., a Delaware corporation, with an address of 119 Fourth Avenue, Needham, Massachusetts (“Tenant”).

Amendment Agreement
License and Clinical Trials Agreement • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances
ALLONGE TO PROMISSORY NOTE
Allonge to Promissory Note • December 23rd, 2010 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances

This Allonge to Promissory Note is made as of January 1, 2009, by and between Celldex Therapeutics, Inc., successor in interest to Avant Immunotherapeutics, Inc., a Delaware corporation, (“Borrower”) and MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body corporate and politic created under Massachusetts General Laws chapter 23G, (“Lender”).

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