Joint Filing Agreement PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • August 14th, 2020 • Novartis Pharma Ag • Biological products, (no disgnostic substances)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
ROLLOVER AND SUPPORT AGREEMENT August 11, 2020Rollover and Support Agreement • August 14th, 2020 • Novartis Pharma Ag • Biological products, (no disgnostic substances) • Delaware
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the undersigned stockholder of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (“Rollover Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
WAIVER August 11, 2020Waiver • August 14th, 2020 • Novartis Pharma Ag • Biological products, (no disgnostic substances) • Delaware
THIS WAIVER (this “Waiver”) is made with reference to the License and Collaboration Agreement dated September 25, 2018 (the “License Agreement”) by and among Novartis Pharma AG, a company (Aktiengesellschaft) organized and existing under the laws of Switzerland (“Novartis”), Cellular Biomedicine Group, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), and certain of the Company’s subsidiaries as parties thereto (such subsidiaries and the Company collectively, “CBMG”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the License Agreement. This Waiver is given by Novartis on the date set forth above (the “Waiver Effective Date”) in connection with the Merger (defined below).
WAIVER August 11, 2020Waiver • August 14th, 2020 • Novartis Pharma Ag • Biological products, (no disgnostic substances) • Delaware
THIS WAIVER (this “Waiver”) is made with reference to the Toll Manufacturing and Supply Agreement dated December 21, 2018 (the “Supply Agreement”) by and among Novartis Pharma AG, a company (Aktiengesellschaft) organized and existing under the laws of Switzerland (“Novartis AG”), Beijing Novartis Pharma Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“Novartis China” together with Novartis AG, “Novartis”), Cellular Biomedicine Group, Inc., a corporation organized and existing under the laws of Delaware, (the “Company”), and Shanghai Cellular Biopharmaceutical Group Ltd., a company organized and existing under the laws of the People’s Republic of China (“CBMG China”, together with the Company, “CBMG”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Supply Agreement. This Waiver is given by Novartis on the date set forth above (the “Waiver Effective Date”) in connection with the Merger (defined b
