INDEMNIFICATION AGREEMENTIndemnification Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of January , 2001, by and between Xcyte Therapies, Inc., a Delaware corporation (the “Company”), and «Name» (the “Indemnitee”).
XCYTE THERAPIES, INC. Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • New York
Xcyte Therapies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of [# of firm shares] shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional [# of additional shares] shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
LEASE BETWEEN HIBBS/WOODINVILLE ASSOCIATES, L.L.C. LANDLORD, AND XCYTE THERAPIES INC. TENANT FOR PREMISES AT BOTHELL, WASHINGTONLease Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • Washington
THIS lease (the “Lease”) is entered into this as of December 7, 2000 between HIBBS/WOODINVILLE ASSOCIATES, LLC, a Washington limited liability company (the “Landlord”), and XCYTE THERAPIES, INC., a Delaware corporation (the “Tenant”).
MASTER SECURITY AGREEMENT dated as of January 15,2000 (“Agreement”)Master Security Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”), and Xcyte Therapies, Inc. (“Debtor”). Secured Party has an office at 5150 El Camino Real, Suite B-21, Los Altos, CA 94022. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 1124 Columbia Street, Suite 130, Seattle, WA 98104.
MASTER SECURITY AGREEMENT No. 3081030 Dated as of July 1, 2003 (“Agreement”)Master Security Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Xcyte Therapies, Inc. (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 1124 Columbia Street, Suite 130, Seattle, WA 98104.
ContractAgreement for Services • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • England
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • Washington
This Agreement is entered into as of the 20th day of October, 1999 (“Effective Date”) by and between the Fred Hutchinson Cancer Research Center, a Washington non-profit corporation (“FHCRC”) and Xcyte Therapies, Inc (“LICENSEE”), a Delaware corporation having a place of business at 2203 Airport Way S., Suite 300, Seattle, Washington 98134. All references to LICENSEE shall include its AFFILIATES.
ContractServices Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
ContractServices Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
LEASE AGREEMENTLease Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
THIS LEASE AGREEMENT is made this 21st day of June, 1999, between ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation (“Landlord”), and XCYTE THERAPIES, INC., a Delaware corporation (“Tenant”).
ContractServices Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
XCYTE THERAPIES, INC. SERIES F PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT February 5, 2002Series F Preferred Stock and Warrant Purchase Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • Washington
THIS SERIES F PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of the fifth day of February, 2002, by and between Xcyte Therapies, Inc., a Delaware corporation, located at 1124 Columbia Street, Suite 130, Seattle, WA 98104 (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”
ContractServices Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
XCYTE THERAPIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • Washington
This Employment Agreement (the “Agreement”) is dated as of August 27, 2001 (the “Effective Date”), by and between Mark Frohlich, MD (“Employee”) and Xcyte Therapies, Inc., a Delaware corporation (the “Company”), and sets forth the terms and conditions with respect to Employee’s employment with the Company as of and after the date of this Agreement.
ContractServices Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
XCYTE THERAPIES, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • Washington
This Amended and Restated Investor Rights Agreement (the “Agreement”) is effective as of February 5, 2002, by and among Xcyte Therapies, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A attached hereto (the “Investors”) and the warrantholders listed on Schedule B attached hereto (the “Warrantholders”).
ContractServices Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
ContractServices Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
CONSENT TO AMENDMENT OF AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
This amendment to the Rights Agreement is effective as of the date the Company and Investors holding at least a majority in interest of the Registrable Securities execute this Consent.
XCYTE THERAPIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • Washington
This Employment Agreement (the “Agreement”) is dated as of December 31, 2001 (the “Effective Date”), by and between Joanna S.L. Black (“Employee”) and Xcyte Therapies, Inc., a Delaware corporation (the “Company”), and sets forth the terms and conditions with respect to Employee’s employment with the Company as of and after the date of this Agreement.
LICENSE AGREEMENTLicense Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
THIS LICENSE AGREEMENT (together with the attached Exhibits, the (“Agreement”) is made as of July 8 (the “Effective Date”) by and between Genetics Institute, Inc., a Delaware corporation with a business address at 87 Cambridge Park Drive, Cambridge, Massachusetts 02140 (“GI”) and Xcyte Therapies, Inc., a Delaware corporation with a business address at 2203 Airport Way South, Suite 300, Seattle, Washington 98134 (“Xcyte”).
FIRST AMENDMENT TO LEASELease • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
This First Amendment (the “First Amendment”) to Lease is made as of October 23, 2001, by and between ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation, having an address at 135 North Los Robles Avenue, Suite 250, Pasadena, California 91101 (“Landlord”), and XCYTE THERAPIES, INC., a Delaware corporation, having an address at 1124 Columbia Street, Suite 130, Seattle, WA 98104 (“Tenant”).
SENIOR LOAN AND SECURITY AGREEMENT NO. 6261Senior Loan and Security Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • California
THIS SENIOR LOAN AND SECURITY AGREEMENT NO. 6261 (this “Security Agreement”) is dated as of July 1, 1999 between XCYTE THERAPIES, NC., a Delaware corporation (“Borrower”) and PHOENIX LEASING INCORPORATED, a California corporation (“Lender”).
SECOND AMENDMENT TO LEASELease Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of this 26th day of March, 2003, by and between ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation (“Landlord”), and XCYTE THERAPIES, INC., a Delaware corporation (“Tenant”).
XCYTE THERAPIES, INC. SERIES E PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT November 13, 2001Series E Preferred Stock and Warrant Purchase Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • Washington
THIS SERIES E PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of the 13th day of November, 2001, by and between Xcyte Therapies, Inc., a Delaware corporation, located at 1124 Columbia Street, Suite 130, Seattle, WA 98104 (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN...Warrant Agreement • October 10th, 2003 • Xcyte Therapies Inc • Pharmaceutical preparations • California
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase twenty-three thousand seven hundred forty-one (23,741) shares of the fully paid and nonassessable Series F Preferred Stock (the “Shares” or the “Preferred Stock”) of Xcyte Therapies, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series F Preferred Stock” shall mean the Company’s presently authorized Series F Preferred Stock and any stock into which such Series F Preferred Stock may hereafter be converted or exchanged.
