Form Of INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _______, 2020 between Immunome, Inc., a Delaware corporation (the “Company”), and _____________________________________ (“Indemnitee”).
Immunome, Inc. [●] Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • New York
Immunome, Inc., a corporation organized under the laws of Delaware (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. and Chardan Capital Markets, LLC are acting as representatives (the “Representatives”), [●] shares of common stock, $0.0001 par value per share (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shal
May 30, 2019 Purnanand Sarma, PhD Re: Immunome, Inc. Employment Offer Dear Purnanand:Employment Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Pennsylvania
On behalf of Immunome, Inc. (the “Company”), I am pleased to offer you employment as President and Chief Executive Officer, reporting to the Board of Directors (the “Board”). The purpose of this letter agreement is to set forth the terms of the offer. Certain capitalized terms are defined in Section 12 of this letter agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Pennsylvania
AMENDMENT TO EMPLOYMENT AGREEMENT dated as of August 5, 2020 between Immunome, Inc., a Delaware corporation (the “Company”), and Purnanand Sarma (the “Executive”).
IMMUNOME, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 18th day of November, 2015 by and among Immunome, Inc., a Pennsylvania corporation (the “Company”), the investors signing counterpart signature pages hereto (each a “Purchaser” and together the “Purchasers”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (the “Agreement”) is entered into on October 15, 2019 (the “Effective Date”) between PH Pharma Co Ltd., a Korean corporation with a place of business at 9th Fl., The K-Twin Towers A, 50 Jongno 1-gil, Jongno-gu, Seoul, Korea (“PHP”), and Immunome, Inc., a Delaware corporation with a place of business at 665 Stockton Drive, Suite 300, Exton, PA 19341 (“Immunome”). PHP and Immunome are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
This Exclusive License Agreement (“Agreement”) is made effective as of the 28th day of June, 2019 (“Effective Date”), by and between Arrayjet Limited, a company incorporated in Scotland with registered number SC209936 and having its registered office at Stobo House, Pentlandfield, Roslin, Midlothian, EH25 9RE (“ARRAYJET”), and Immunome, Inc., a corporation organized and existing under the laws of the State of Delaware, USA with an address at 665 Stockton Drive, Suite 300, Exton, PA 19341 (“Licensee”).
ContractOther Transaction Authority Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IMMUNOME, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO IMMUNOME, INC. IF PUBLICLY DISCLOSED.
IMMUNOME, INC.Consulting Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
This letter agreement contains the terms and conditions of your engagement as a consultant to Immunome, Inc. (the “Company”).
IMMUNOME, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT is between Immunome, Inc., a Delaware corporation (the “Company”), and the optionee specified on Schedule I (the “Optionee”). The date of this Agreement (the “Grant Date”) is specified on Schedule I.
IMMUNOME, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT(this “Agreement”) is made as of June 2, 2020, by and among Immunome, Inc., a Delaware corporation (the “Company”) and each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share and any additional series of Preferred Stock of the Company hereafter authorized (together, “Preferred Stock”) listed on Schedule A (together with any subsequent holders of Preferred Stock and transferees who become parties hereto as “Investors” pursuant to Section 6.1 or Section 6.9, the “Investors”).
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • New York
This Second Amended and Restated Management Services Agreement (this “Agreement”) is entered into as of January 17, 2017, by and among BCM Advisory Partners LLC, a Delaware limited liability company (“Broadband Advisory”), Broadband Capital Partners LLC, a Delaware limited liability company (“Broadband Capital”, and, together with Broadband Advisory, “Broadband”), and Immunome, Inc., a Delaware corporation (the “Company”).
IMMUNOME, INC. AND MASSACHUSETTS INSTITUTE OF TECHNOLOGY as licensing agent for WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is among the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307, the Whitehead Institute for Biomedical Research (“WHITEHEAD”), a Delaware corporation, with a principal office at Nine Cambridge Center, Cambridge, Massachusetts 02142, and Immunome, Inc. (“COMPANY”), a Pennsylvania corporation, with a principal place of business at 100 Lancaster Avenue, Wynnewood, PA 19096.
IMMUNOME, INC.Warrant Agreement • September 9th, 2020 • Immunome Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES that, for value received, [Name] (“Holder”), or registered assigns, is entitled to subscribe for and purchase from Immunome, Inc., a Delaware corporation (the “Company”), [___] shares of Series A Preferred Stock of the Company, par value $0.0001 per share (the “Preferred Stock”), subject to adjustment from time to time in accordance with Section 4 hereof, at a per-share purchase price equal to $1.50 (the “Warrant Price”). This 2020 Series A Preferred Stock Purchase Warrant (this “Warrant”) is one of a series of substantially identical warrants (collectively, the “Warrants”) issued by the Company in connection with the transactions contemplated by that certain 2020 Series A Preferred Stock Purchase Agreement dated as of June 2, 2020 ( the “Stock Purchase Agreement”).
