Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • July 29th, 2011 • Argos Therapeutics Inc • North Carolina
THIS LICENSE AGREEMENT (the “AGREEMENT”) made and entered into this tenth day of January, 2000, by and between DUKE UNIVERSITY, a North Carolina not-for-profit corporation, (hereinafter called “DUKE”), having its principal office at Durham, North Carolina 27708, and MERIX BIOSCIENCE, INC., a Delaware corporation organized under the laws of Delaware (hereinafter called “MERIX”), having a mailing address at P.O. Box 14509, Research Triangle Park, North Carolina 27709.
AGREEMENTLease • July 29th, 2011 • Argos Therapeutics Inc • North Carolina
This Agreement (“Agreement”) is made effective as of the 16th day of January, 2001, by and between The GMH Independence Limited Partnership, a North Carolina limited partnership (“Lessor”), Aventis Pharmaceuticals Products Inc. (f/k/a Rhone-Poulenc Rorer Pharmaceuticals Inc.,) a Delaware corporation (“Lessee”), MERIX Bioscience, Inc., a Delaware corporation (“Sublessee”), and Rhone-Poulenc Rorer Inc., a Pennsylvania corporation (“Guarantor”);
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENTPatent Assignment Agreement • July 29th, 2011 • Argos Therapeutics Inc • New York
THIS LICENSE AGREEMENT (“Agreement”) is effective as of March 6, 2004 (“Effective Date”), by and between Merix Bioscience, Inc., a Delaware corporation with principal offices at 4233 Technology Drive, Durham, North Carolina 27704 (“MERIX”), and Geron Corporation, a Delaware corporation with offices at 230 Constitution Drive, Menlo Park, California 94025 (“GERON”). MERIX and GERON are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WARRANT TO PURCHASE SHARES OF COMMON STOCK Expires February 5, 2013Argos Therapeutics Inc • July 29th, 2011 • Delaware
THIS CERTIFIES THAT, for value received, Johannes W.G. Vieweg, M.D. (hereinafter referred to as “Initial Holder,” and, along with any other registered holder of this Warrant, as “Holder”) is entitled to subscribe for and purchase up to Four Hundred Eighty Thousand (480,000) of the fully paid and nonassessable shares of the Common Stock, par value $0.001 per share (the “Common Stock”), of Argos Therapeutics, Inc., a Delaware corporation (the “Company”), at a price of $0.18 per share. The shares issuable upon exercise of this Warrant, as adjusted pursuant to the provisions hereof, are referred to as the “Shares”. The purchase price of each Share and such other price as shall result, from time to time, from adjustments specified herein is herein referred to as the “Warrant Price”, subject to the provisions and upon the terms and condition hereinafter set forth. This Warrant is being issued pursuant to a written compensatory contract under Rule 701 promulgated under the Securities Act of 1
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT - TREATING AUTOIMMUNE DISEASESExclusive License Agreement • July 29th, 2011 • Argos Therapeutics Inc • Texas
This Exclusive License Agreement (this “Agreement”) is made on January 15th, 2002, by and between BAYLOR RESEARCH INSTITUTE (“Institute”), a nonprofit corporation organized and existing under the laws of the State of Texas, having its principal office at 3434 Live Oak, Dallas, Texas, 75204 (“Institute”), and MERIX Bioscience, Inc., a Delaware corporation (“Licensee”), with its principal offices at 4233 Technology Drive, Durham, North Carolina 27704. This Agreement is effective as of the date hereof (the “Effective Date”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT (Anti-Interferon Alpha Monoclonal Antibodies)Exclusive License Agreement • July 29th, 2011 • Argos Therapeutics Inc • Texas
This Exclusive License Agreement (this “Agreement”) is made on November 17, 2005, by and between BAYLOR RESEARCH INSTITUTE (“Institute”), a nonprofit corporation organized and existing under the laws of the State of Texas, having its principal office at 3434 Live Oak, Dallas, Texas, 75204, and Argos Therapeutics, Inc., a Delaware corporation formerly known as MERIX Bioscience, Inc., a Delaware corporation (“Licensee”), with its principal offices at 4233 Technology Drive, Durham, North Carolina 27704. This Agreement is effective as of the date hereof (the “Effective Date”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2011 • Argos Therapeutics Inc • Delaware
This Second Amended and Restated Registration Rights Agreement dated as of March 31, 2008 (this “Agreement”), among Argos Therapeutics, Inc., a Delaware corporation (the “Company”), and the persons executing a counterpart of this Agreement listed as Holders on the signature pages of this Agreement.
WARRANT TO PURCHASE SHARES OF COMMON STOCK Expires October 31, 2012Argos Therapeutics Inc • July 29th, 2011 • Delaware
THIS CERTIFIES THAT, for value received, Eckhart Kämpgen (hereinafter referred to as “Initial Holder”, and, along with any other registered holder of this Warrant, as “Holder”) is entitled to subscribe for and purchase Thirty Thousand (30,000) shares of the fully paid and nonassessable shares of the Common Stock, par value $0.001 per share (the “Common Stock”, which term shall include any stock into which it may be converted or exchanged) of MERIX Bioscience, Inc., a Delaware corporation (the “Company”), at a price per share of $0.18 (the “Warrant Price”). The Stock is subject to the terms and provisions of that certain First Amended and Restated Stockholders Agreement dated as of April 11, 2001 among the Company, the Holder and certain other signatories thereto, as amended from time to time (the “Stockholders’ Agreement”). The shares issuable upon exercise of this Warrant, as adjusted pursuant to the provisions hereof, are referred to as the “Shares”. The purchase price of each Share
