WARRANT TO PURCHASE STOCKWarrant Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including without limitation the mutual promises contained in that certain Loan and Security Agreement of even date herewith (the “Loan Agreement”) entered into by and among SILICON VALLEY BANK (“Holder”), Oxford Finance Corporation and the company named above (the “Company”), Holder is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued in connection with the Loan Agreement.
GLOBEIMMUNE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this __________ __, 20__ by and between GLOBEIMMUNE, INC., a Delaware corporation (the “Corporation”), and _______________ (“Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between [NAME] (“Executive”) and GLOBEIMMUNE, INC. (the “Company”). This Agreement shall become effective only upon such date when the Company has a Registration Statement on Form S-1 Registration Statement declared effective (the “Effective Date”). If the Company does not have a Registration Statement on Form S-1 become effective, this Agreement shall be null and void even if executed by Executive and the Company.
GLOBEIMMUNE, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Colorado
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 25th day of August 2005, by and between GLOBEIMMUNE, INC., a Delaware corporation (the “Company”), and University License Equity Holding, Inc. (“Purchaser”).
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT — EXCLUSIVE COVER PAGEPatent License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
GLOBEIMMUNE, INC. WARRANT TO PURCHASE SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCKWarrant Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Colorado
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from GLOBEIMMUNE, INC., a Delaware corporation, with its principal office at 12635 East Montview Blvd #138, Aurora, CO 80010 (the “Company”), shares of Series B Convertible Redeemable Preferred Stock of the Company (the “Preferred Stock”), as provided herein.
ContractPatent License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • District of Columbia
[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
GLOBEIMMUNE, INC. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTEmployee Proprietary Information and Inventions Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Colorado
In consideration of my employment or continued employment by GLOBEIMMUNE, INC. (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT —EXCLUSIVE COVER PAGEPatent License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
LICENSE AND COLLABORATION AGREEMENT BY AND BETWEEN GLOBEIMMUNE, INC. AND GILEAD SCIENCES, INC.License and Collaboration Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • New York
THIS LICENSE AND COLLABORATION AGREEMENT (together with any exhibits attached hereto, this “Agreement”) is made and entered into as of October 24, 2011 (the “Effective Date”), by and between GlobeImmune, Inc., a Delaware corporation located at 1450 Infinite Drive, Louisville, Colorado 80027, United States of America (“GlobeImmune”), and Gilead Sciences, Inc., a Delaware corporation located at 333 Lakeside Drive, Foster City, California 94404, United States of America (“Gilead”). GlobeImmune and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT — EXCLUSIVE COVER PAGEPatent License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCHCooperative Research and Development Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
ContractIntellectual Property License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Colorado
[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
GLOBEIMMUNE, INC. FIFTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Delaware
THIS FIFTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of January 14, 2010 by and among GLOBEIMMUNE, INC., a Delaware corporation (the “Corporation”), those original stockholders of the Corporation listed on Schedule 1 hereto (hereinafter referred to collectively as the “Original Stockholders”), those stockholders of the Corporation listed from time to time on Schedule 2 hereto (together with those certain stockholders of the Corporation that shall from time-to-time become party to this Agreement and listed on Schedule 2 hereto effective as of the date indicated on the counterpart signature page hereto, “Investors” and together with the Original Stockholders, the “Holders”).
ContractCollaboration and Option Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • New York
[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
ContractCooperative Research and Development Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • District of Columbia
[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
PUBLIC HEALTH SERVICE FIRST AMENDMENT TO PATENT LICENSE AGREEMENT — EXCLUSIVE (LICENSE NUMBER: L-127-2007/0) (AMENDMENT NUMBER: L-127-2007/1)Patent License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
This is the first amendment (“First Amendment”) of the Patent License Agreement—Exclusive by and between the National Institutes of Health (“NIH”) or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as agencies of the United States Public Health Service (“PHS”) within the Department of Health and Human Services (“HHS”), and GlobeImmune, Inc., having an effective date of June 12, 2007 and having NIH Reference Number L-127-2007/0 (“Agreement”). This First Amendment, having NIH Reference Number L-127-2007/1, is made between the PHS through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and GlobeImmune, Inc., having an office at 1450 Infinite Drive, Louisville, Colorado 80027 (“Licensee”). This First Amendment includes, in addition to the amendments made below, a Signature Page.
GI-6300 PROGRAM LICENSE AGREEMENTGi-6300 Program License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
THIS GI-6300 PROGRAM LICENSE AGREEMENT (together with any appendices attached hereto, this “Agreement”) is made and entered into as of July 24, 2013 (the “GI-6300 Effective Date”), by and among GlobeImmune, Inc., a Delaware corporation located at 1450 Infinite Drive, Louisville, Colorado 80027, United States of America (“GlobeImmune”), Celgene Corporation, a Delaware corporation located at 86 Morris Avenue, Summit, New Jersey 07901, United States of America (“Celgene U.S.”), and Celgene Alpine Investment Co., LLC, a Delaware limited liability company wholly owned by Celgene International Sàrl, a Swiss company with its registered business address at Route de Perreux 1, 2017 Boudry, Switzerland (“Alpine” and, collectively, with Celgene U.S., “Celgene”). GlobeImmune and Celgene are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
GLOBEIMMUNE, INC. AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Amendment”) is entered into as of August 31, 2012 by and among GLOBEIMMUNE, INC., a Delaware corporation (the “Corporation”), and the securityholders of the Corporation listed on listed on the signature pages hereto (the “Securityholders”).
LEASE AMENDMENTLease Amendment • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
THIS LEASE AMENDMENT (“Amendment”), dated as of August 25, 2006, amends that certain lease agreement (“Lease”) dated October 25, 2005 between TRIUMPH 1450, LLC AND MRA DESERT VILLAS, LLC as tenants-in-common (successor-in-interest to Triumph 1450, LLC) (“Landlord”) and GLOBEIMMUNE, INC. (“Tenant”) covering premises located at 1450 Infinite Drive, Louisville, Colorado.
Amendment # 2 to the Collaboration and Option AgreementCollaboration and Option Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
This is a Second Amendment (“Amendment #2”) to the Collaboration and Option Agreement dated May 14th 2009 (the “Agreement) by and between Celgene Corporation, a Delaware Corporation having a place of business at 86 Morris Avenue, Summit, New Jersey 07901 (“Celgene”), and GlobeImmune, Inc., a Delaware Corporation having a place of business at 1450 Infinite Drive, Louisville, Colorado 80027 (“GlobeImmune”).
GLOBEIMMUNE, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Delaware
GLOBEIMMUNE, INC., a Delaware corporation (the “Corporation”), hereby grants an option to purchase shares of its Common Stock, $.001 par value, (the “Stock”) to the optionee named below (the “Optionee”). The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Corporation’s 2002 Stock Incentive Plan (the “Plan”).
GLOBEIMMUNE, INC. INCENTIVE STOCK OPTION AGREEMENT(1)Incentive Stock Option Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Delaware
GLOBEIMMUNE, INC., a Delaware corporation (the “Corporation”), hereby grants an option to purchase shares of its Common Stock, $.001 par value, (the “Stock”) to the optionee named below (the “Optionee”). The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Corporation’s 2002 Stock Incentive Plan (the “Plan”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Aegis Capital Corp., a New York corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (the “Placement Agent”), shall be engaged by GlobeImmune, Inc., a Delaware corporation (the “Company”), to act as its exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of the Company, each Unit consisting of (i) a 10% Convertible Term Note in a principal amount of $250,000 (each, a “Note” and collectively, the “Notes”), convertible into securities of the Company determined as set forth in the Notes, and (ii) a warrant (each, a “Warrant” and collectively, the “Warrants”), with each Warrant entitling the holder to purchase $250,000 of securities of the Company determined as set forth in the Warrants. The Offering will consist of a maximum of 20 Units ($5,000,000) (the “Maximum Amount”). If the Offering i
LEASELease • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Colorado
GlobeImmune adheres to quantity limits specified in the FRA’s “Tenant Guidelines for Types and Quantity of Hazardous Materials and Chemicals Allowed for Use and Storage in the Bioscience Park Center”. (see attached). This insures that the building does not exceed exempt limits.
GLOBEIMMUNE, INC. 2002 STOCK INCENTIVE PLAN Termination Date: December 31, 20172002 Stock Incentive Plan • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Colorado
GlobeImmune, Inc., a Delaware corporation (the “Corporation”), sets forth herein the terms of its 2002 Stock Incentive Plan (the “Plan”) as follows:
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of this 3rd day of June, 2010 (the “Effective Date”), by and between SF INFINITE DRIVE LLC, a Delaware limited liability company (“Landlord”), and GLOBEIMMUNE, INC., a Delaware corporation (“Tenant”).
Amendment # 1 to the Collaboration and Option AgreementCollaboration and Option Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
This is an Amendment (“Amendment”) to the Collaboration and Option Agreement dated May 14th 2009 (the “Agreement) by and between Celgene Corporation, a Delaware corporation having a place of business at 86 Morris Avenue, Summit, New Jersey 07901 (“Celgene”), and GlobeImmune, Inc., a Delaware corporation having a place of business at 1450 Infinite Drive, Louisville, Colorado 80027 (“GlobeImmune”).
GLOBEIMMUNE, INC. WARRANT TO PURCHASE SERIES C PREFERRED STOCKWarrant Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Colorado
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from GLOBEIMMUNE, INC., a Delaware corporation, with its principal office at 1450 Infinite Drive, Louisville, CO 80027 (the “Company”), shares of Series C Preferred Stock of the Company (the “Preferred Stock”), as provided herein.
AMENDMENT (1) To AGREEMENT AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • Colorado
This Amendment to Agreement and Restated Intellectual Property License Agreement (the “Amendment”), effective as of May 5, 2009 (the “Amendment Effective Date”) by and among GLOBEIMMUNE, INC., a corporation organized under the laws of Delaware, having its principal office at 1450 Infinite Drive, Louisville, CO 80027 (“GlobeImmune”), THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at 1800 Grant Street, 8th Floor, Denver, CO 80203 (“University”), and the UNIVERSITY LICENSE EQUITY HOLDINGS, INC., a Colorado corporation and successor to the University Technology Corporation, having its principal office at 4740 Walnut Street, Suite 100, Campus Box 588, Boulder Colorado 80309 (“ULEHI”).
December 17, 2013Engagement Letter • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
The purpose of this engagement letter is to outline our agreement in principle pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead underwriter on a firm commitment basis in connection with the proposed initial public offering (the “Offering”) of common stock (the “Common Stock”) by GlobeImmune, Inc. (collectively, with its subsidiaries and affiliates, the “Company”). This engagement letter sets forth certain conditions and assumptions upon which the Offering is premised. However, except as expressly provided herein, this engagement letter is not intended to be a binding legal document, as the agreement between the parties hereto on the matters relating to the Offering will be embodied in the Underwriting Agreement (as defined below).
ContractWarrant Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SECOND AMENDMENT To AGREEMENT AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
This Second Amendment to Agreement and Restated Intellectual Property License Agreement (the “Second Amendment”), effective as of March 12, 2010 (the “Second Amendment Effective Date”) by and among GLOBEIMMUNE, INC., a corporation organized under the laws of Delaware, having its principal office at 1450 Infinite Drive, Louisville, CO 80027 (“GlobeImmune”), THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at 1800 Grant Street, 8th Floor, Denver, CO 80203 (“University”), and the UNIVERSITY LICENSE EQUITY HOLDINGS, INC., a Colorado corporation and successor to the University Technology Corporation, having its principal office at 4740 Walnut Street, Suite 100, Campus Box 588, Boulder Colorado 80309 (“ULEHI”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
This THIRD AMENDMENT TO LEASE AGREEMENT (“Amendment”) is dated as of October 31, 2013 (the “Effective Date”), and is made and entered into by and between SF INFINITE DRIVE, LLC, a Delaware limited liability company (“Landlord”), and GLOBEIMMUNE, INC., a Delaware corporation (“Tenant”).
PUBLIC HEALTH SERVICE SECOND AMENDMENT TO PATENT LICENSE AGREEMENT — EXCLUSIVE (LICENSE NUMBER: L-127-2007/0) (AMENDMENT NUMBER: L-127-2007/2)Patent License Agreement • March 17th, 2014 • Globeimmune Inc • Pharmaceutical preparations
This is the second amendment (“Second Amendment”) of the Patent License Agreement—Exclusive by and between the National Institutes of Health (“NIH”) or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as agencies of the United States Public Health Service (“PHS”) within the Department of Health and Human Services (“HHS”), and GlobeImmune, Inc., having an effective date of June 12, 2007 and having NIH Reference Number L-127-2007/0 (“Agreement”). This Second Amendment, having NIH Reference Number L-127-2007/2, is made between the PHS through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and GlobeImmune, Inc., having an office at 1450 Infinite Drive, Louisville, Colorado 80027 (“Licensee”). This Second Amendment includes, in addition to the amendments made below, a Signature Page and Attachment 1 (Royalty Payment Information).
