INDEMNITY AGREEMENTIndemnity Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 201 , is made by and between Histogenics Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE AGREEMENT by and between INTERCONTINENTAL FUND III 830 WINTER STREET LLC, as Landlord and HISTOGENICS CORPORATION, as Tenant With respect to the property known as 830 Winter Street, Waltham, Massachusetts 02451 Dated as of June 9, 2006Lease Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
CONFIDENTIAL TREATMENT REQUESTED Paid-up License AgreementPaid-Up License Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT made and entered into as of March 6, 2013 by and between KOKEN Co., Ltd. (hereinafter referred to as “KOKEN”) and HISTOGENICS CORPORATION (hereinafter referred to as “HISTOGENICS”).
HISTOGENICS CORPORATION SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made as of the 18th day of December 2013 (the “Effective Time”) by and among (i) Histogenics Corporation, a Delaware corporation (the “Company”); (ii) the Key Holders; (iii) the Investors listed on Schedule A (“Investors”); and (iv) any Additional Stockholder (as defined below), who upon acquiring one percent (1%) or more of the Company’s then outstanding Common Stock on a fully diluted basis shall execute and deliver a counterpart signature page to this Agreement, (together with the Key Holders, the Investors and the Additional Stockholders, the “Stockholders”).
EXCLUSIVE AGREEMENTExclusive Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
Effective as of April 15, 2001 (“Effective Date”), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“STANFORD”), and Histogenics Corporation, a Massachusetts corporation having a principal place of business at 116 Pleasant Street, Suite 19, Easthampton, Massachusetts, 01027 (“LICENSEE”), agree as follows:
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT TO LICENSE AGREEMENT (1st Amendment)License Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
Angiotech Pharmaceuticals (US), Inc., a corporation organized and existing under the laws of Washington, with principal offices at North Bend, WA (“Angiotech US”);
CONFIDENTIAL TREATMENT REQUESTED COLLAGEN TECHNOLOGY TRANSFER AGREEMENTCollagen Technology Transfer Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Arizona
This Bovine Collagen Technology Transfer Agreement (this “Agreement”) is entered into as of April 15, 2014 (“Effective Date”) by and between (i) Histogenics Corporation, a Delaware corporation having a principal place of business at 830 Winter Street, 3rd Floor, Waltham, MA 02451 (“Histogenics”), and Advanced BioMatrix, Inc., a California corporation, having a principal place of business at 11880 Community Road, Suite 330, Poway, CA 92064 (“ABM or Advanced BioMatrix”). Histogenics and ABM shall hereinafter be individually referred to as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Employment Agreement (this “Agreement”) is entered into as of April 26, 2014, by and between Adam Gridley (the “Employee”) and Histogenics Corporation, a Delaware corporation (the “Company”).
CONFIDENTIAL TREATMENT REQUESTED LICENCE AGREEMENT Between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITEDLicence Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CONFIDENTIAL TREATMENT REQUESTED REINSTATEMENT AGREEMENT AND SIXTH AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS REINSTATEMENT AGREEMENT AND SIXTH AMENDMENT TO LICENSE AGREEMENT (this “Reinstatement and Sixth Amendment”), effective February 8, 2011, is by and among:
CONFIDENTIAL TREATMENT REQUESTED SECOND AMENDMENT TO EXCLUSIVE AGREEMENTExclusive License Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
This Second Amendment, effective as of January 15, 2006, by and between the Board of Trustees of the Leland Stanford Junior University, a body having corporate powers under the laws of the State of California (“Stanford”), and Histogenics Corporation, a Massachusetts corporation (“Histogenics”), serves to amend the April 15, 2001 agreement between Stanford and Licensee as follows:
CONFIDENTIAL TREATMENT REQUESTED FIFTH AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
Angiotech Pharmaceuticals (US), Inc., a corporation organized and existing under the laws of the State of Washington, with principal offices at North Bend, WA (“Angiotech US”);
CONFIDENTIAL TREATMENT REQUESTED EIGHTH AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
Angiotech Pharmaceuticals (US), Inc., a corporation organized and existing under the laws of the State of Washington, with principal offices at North Bend, WA (“Angiotech US”);
HISTOGENICS CORPORATION Waltham, MA 02451 February 28, 2014Severance Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This letter (this “Agreement”) is to confirm the agreement between you and Histogenics Corporation (the “Company”) in connection with your resignation as an employee of the Company.
CONFIDENTIAL TREATMENT REQUESTED AGREEMENTAgreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
Agreement made and entered into as of the 22nd day of June, 2012, by and between Purpose Co., Ltd., f/k/a Takagi Sangyo Co. Ltd., and also f/k/a Takagi Industrial Co., Ltd., a Japanese corporation (“Takagi”), and Histogenics Corporation, a Delaware corporation (“Histogenics”) (the “Agreement”). The parties agree as follows:
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT NO. 3 TO THE LICENSE AGREEMENT EFFECTIVE 04/15/2001 BETWEEN STANFORD UNIVERSITY AND HISTOGENICS CORPORATIONLicense Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
Effective as of May 1, 2009, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Histogenics Corporation a Delaware company having a primary place of business at 830 Winter Street, Waltham MA 02451, agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of the date set forth above (the “Effective Date”) by and between SILICON VALLEY BANK (“Bank”), and the borrower named above (“Borrower”). Capitalized terms used but not otherwise defined herein shall have the meanings given them on Schedule C. The parties agree as follows:
ROYALTY AGREEMENTRoyalty Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS ROYALTY AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of December, 2013 by and among Histogenics Corporation, a Delaware corporation with a place of business at 830 Winter St., Waltham, MA 02451 (the “Corporation”), and each of the parties specified in Schedule A attached hereto (the “Net Sales Payment Recipients”).
