INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 20[●] by and between Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
AKREVIA THERAPEUTICS INC. AKREVIA CONCERTO LLC LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of November 21, 2019, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and Akrevia Therapeutics Inc. and Akrevia Concerto LLC (individually and collectively referred to as “Borrower”).
Re: Employment AgreementXilio Therapeutics, Inc. • October 1st, 2021 • Pharmaceutical preparations • Massachusetts
On behalf of Akrevia Therapeutics Inc. (the “Company”), I am pleased to offer you the position as the Company’s Chief Operating Officer (“COO”). The terms of your employment are set forth below in this Employment Agreement (the “Agreement.)
VIA ELECTRONIC MAIL March 12, 2021 Joseph L. Farmer Dear Joe:Consulting Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
As we discussed, your employment with Xilio Therapeutics, Inc. (f/k/a/ Akrevia Therapeutics, Inc., and hereinafter, the “Company”) will end effective March 12, 2021 (the “Separation Date”). As we also discussed, although you are electing to leave the Company, the Company has agreed to provide you with the severance benefits described in detail in paragraph 1 below if you sign and return this letter agreement to me no later than April 3, 2021 (but no earlier than the Separation Date) and do not revoke your agreement (as described below). By signing and returning this letter agreement and not revoking your acceptance, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 2. Therefore, you are advised to consult with an attorney before signing this letter agreement and you have been given at least twenty-one (21) days to do so. If you
SERVICE AGREEMENTService Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS SERVICE AGREEMENT (this “Agreement”), made this 11th day of June, 2020, is entered into by Xilio Therapeutics Inc., a Delaware corporation (the “Company”), and Daniel S. Lynch (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of September 30, 2021 by and between Xilio Therapeutics, Inc. (the “Company”), and Martin Huber, M.D. (the “Executive”) (together, the “Parties”).
CTLA-4 MONOCLONAL ANTIBODY LICENSE AGREEMENTLicense Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
In consideration of the mutual promises and conditions set forth herein and other good and valuable consideration, WuXi and Akriveia, intending to be legally bound, agree as follows:
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDED AND RESTATED...Exclusive License Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of August, 2016 (the “Effective Date”) by and between Akriveia Therapeutics Inc., a for-profit company with a registered address at 615 South DuPont Highway, Dover, DE 19901 (“Licensee”) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“City of Hope” or “COH”). Licensee and COH are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CROSS-LICENSE AGREEMENTCross-License Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Cross-License Agreement (“Agreement”), effective as of December 16, 2020 (the “Effective Date”) and executed on February 11, 2021 (the “Execution Date”), is by and among Xilio Development, Inc., a Delaware corporation with an address at 828 Winter Street, Waltham, MA 02451 (“Xilio”), AskGene Pharma, Inc., a Delaware corporation with an address at 5217 Verdugo Way, Suite A, Camarillo, CA 93012 (“AskGene”) and, solely for purposes of Section 12.8, Xilio Therapeutics, Inc., a Delaware corporation with an address at 828 Winter Street, Waltham, MA 02451 (“Parent”). Xilio and AskGene are referred to herein collectively as the “Parties” and each individually as a “Party.”
XILIO THERAPEUTICS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT FEBRUARY 23, 2021 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of February, 2021, by and among Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any person that becomes a party to this Agreement in accordance with Section 3.9 hereof.
