NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUBJECT TO SECTION 6 BELOW, NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144...Warrant Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase eight thousand (8,000) shares of fully paid and nonassessable Series B Convertible Preferred Stock of BIND Biosciences, Inc., a DE 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 “Preferred Stock” shall mean Company’s presently authorized Series B Convertible Preferred Stock, $0.0001 par value per share, and any stock into which such Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged.
MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND BIND BIOSCIENCES, INC. EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and BIND Biosciences, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 101 Binney Street, Cambridge, MA 02142.
FOURTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
This Fourth Amended and Restated Voting Agreement dated as of November 7, 2011 (this “Agreement”) is made by and among BIND Biosciences, Inc., a Delaware corporation (the “Company”); the persons and entities listed on Schedule A (each a “Purchaser” and collectively, the “Purchasers”); Omid Farokhzad, Paul Goldenheim and Robert S. Langer, Jr. (each, a “Founder,” and collectively, the “Founders”); the persons listed on Schedule B (collectively, the “Executive Officers”); and the persons listed on Schedule C (the “Other Stockholders”). The Purchasers, the Founders, the Executive Officers and the Other Stockholders are (together with and any other persons or entities that become parties to this Agreement after the date hereof in accordance with Section 12.8 or 12.9 hereof) referred to in this Agreement individually as a “Stockholder” and collectively as the “Stockholders.”
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Delaware
This Amended and Restated License Agreement (this “Agreement”), effective as of 19 April, 2013 (the “Effective Date”), and restated as of June 12, 2013, is made by and between BIND Therapeutics, Inc., a Delaware corporation (“BIND”), and AstraZeneca AB (publ), a company incorporated in Sweden under no 556011-7482 with offices at S-151 85 Södertälje, Sweden (“AstraZeneca”). BIND and AstraZeneca are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”) is effective as of January 7, 2013 (the “Effective Date”), and is restated as of June 10, 2013, by and between BIND Biosciences, Inc., a Delaware corporation (“BIND”), and Amgen Inc., a Delaware corporation (“Amgen”). BIND and Amgen are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York
THIS AGREEMENT (the “Agreement”) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), and BIND Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware, and with principal offices located in 64 Sidney Street, Cambridge, Massachusetts 02139 (“LICENSEE”) shall be effective on the date of final execution below (“EFFECTIVE DATE”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY BIND BIOSCIENCES, INC. JHU Ref: # [***]Exclusive License Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and BIND Biosciences, Inc., a Delaware corporation (hereinafter the “Company”), having an address at 101 Binney Street, Cambridge, MA 02142, with respect to the following:
ContractWarrant Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THIS WARRANT.
CONSULTING AGREEMENTConsulting Agreement • August 12th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (together with its attachments, this “Agreement”) made as of the date written above (the “Effective Date”) is between BIND Biosciences, Inc., a Delaware corporation having an address at 325 Vassar St, Cambridge, MA 02139; (“BIND”) and the consultant named on the signature page (“Consultant”). BIND desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to BIND, all as provided in this Agreement.
