0001193125-14-414077 Sample Contracts

JUNO THERAPEUTICS, INC.
Restricted Stock Purchase Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington

Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Purchase Agreement (the “Agreement”).

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JUNO THERAPEUTICS, INC.
Equity Incentive Plan • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington

Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

EXCLUSIVE LICENSE AGREEMENT BETWEEN ST. JUDE CHILDREN’S RESEARCH HOSPITAL, INC. JUNO THERAPEUTICS, INC. ST. JUDE File No.: SJ-03-0018
License Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Tennessee

THIS LICENSE AGREEMENT (the “AGREEMENT”) is entered into as of December 3, 2013 (the “EFFECTIVE DATE”) by and between ST. JUDE CHILDREN’S RESEARCH HOSPITAL, INC., a Tennessee not-for-profit corporation having an address at 262 Danny Thomas Place, Memphis, TN 38105 (“ST. JUDE” or “LICENSOR”), and JUNO THERAPEUTICS, INC., a Delaware corporation, having an address at 8725 W. Higgins Road, Suite 290, Chicago, IL 60631 (“COMPANY”) (ST. JUDE and COMPANY hereinafter each referred to as a “PARTY”, or collectively referred to as the “PARTIES”) with respect to the following:

MASTER CLINICAL STUDY AGREEMENT
Study Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Master Clinical Study Agreement is entered into as of November 21, 2013 (the “Effective Date”), by and between Memorial Sloan-Kettering Cancer Center (“MSKCC”), a New York nonprofit corporation, and Juno Therapeutics, Inc. (“Sponsor”), a Delaware corporation.

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Exclusive License Agreement (“Agreement”) is effective as of November 21, 2013 (“Effective Date”), and is by and between Memorial Sloan-Kettering Cancer Center (“MSKCC”), a New York corporation with principal offices at 1275 York Avenue, New York, NY 10065, and Juno Therapeutics, Inc., a Delaware corporation with principal offices at 8725 W. Higgins Road, Suite 290, Chicago, IL 60631 (“LICENSEE”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington

This Exclusive License Agreement (this “Agreement”) is made this 13th day of February, 2014 (“Effective Date”) between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute, a Washington non-profit corporation having an address at 4800 Sand Point Way NE, Seattle, WA 98105 (“Licensor”) and Juno Therapeutics, Inc., a Delaware corporation having an address at 8725 W. Higgins Road, Suite 290, Chicago, IL 60631 (“Licensee”). Licensor and Licensee are each individually referred to as a “Party” and collectively as the “Parties”.

JUNO THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 1, 2014
Investors’ Rights Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of August 1, 2014, and is between Juno Therapeutics, Inc., a Delaware corporation (f/k/a FC Therapeutics, Inc.) (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).

Juno Therapeutics, Inc. 8725 W. Higgins Road, Suite 290 Chicago, IL 60631
Voting Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of November 21, 2013, and is between JUNO THERAPEUTICS, INC., a Delaware corporation (f/k/a FC Therapeutics, Inc.) (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).

SPONSORED RESEARCH AGREEMENT
Sponsored Research Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Sponsored Research Agreement (“Agreement”) is dated February 13, 2014 (“Effective Date”), and is between Seattle Children’s Hospital, d/b/a Seattle Children’s Research Institute, a Washington non-profit corporation (“Institute”) and Juno Therapeutics, Inc., a Delaware corporation (“Sponsor”).

SUBLEASE AGREEMENT
Lease • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington

THIS LEASE (the “Lease”) is made as of November 8, 2002, between 307 WESTLAKE LLC, a Washington limited liability company (the “Landlord”), and the Tenant named in the Schedule below. The term “Project” means the building (the “Building”) and the land (the “Land”) located at 307 Westlake Avenue North in Seattle, King County, Washington and legally described on Exhibit F attached hereto. “Premises” means that part of the Project leased to Tenant described in the Schedule and outlined on Exhibit A.

FC Therapeutics, Inc. Chicago, IL 60631
Stock Grant Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington

This letter agreement is to confirm that in consideration of the entry by Fred Hutchinson Cancer Research Center (“FHCRC”) into the Collaboration Agreement, dated as of the date hereof, with FC Therapeutics, Inc. (the “Company”), and for other consideration, the adequacy and sufficiency of which is hereby acknowledged, the Company hereby makes the following covenants:

MASTER SPONSORED RESEARCH AGREEMENT By and between MEMORIAL SLOAN-KETTERING CANCER CENTER And Sponsor
Juno Therapeutics, Inc. • November 17th, 2014 • Biological products, (no disgnostic substances) • New York

This Agreement (“Agreement”), effective as of the date of November 21, 2013 (“Effective Date”), is between Memorial Sloan-Kettering Cancer Center, a New York not-for-profit corporation with a principal office at 1275 York Avenue, New York, NY 10065 (“MSKCC”) and Juno Therapeutics, Inc., a Delaware corporation with a principal office at 8725 W. Higgins Road, Suite 290, Chicago, IL 60631 (“Sponsor”). MSKCC and Sponsor will be individually a “Party” and collectively, the “Parties.”

AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Amendment No. 1 to Exclusive License Agreement (the “Amendment No. 1”), effective as of September 8, 2014 (the “Effective Date”), is made by and between Memorial Sloan-Kettering Cancer Center, a New York corporation with principal offices at 1275 York Avenue, New York, New York 10065 (“MSKCC”), and Juno Therapeutics, Inc., a Delaware corporation having a principal place of business at 307 Westlake Avenue North, Suite 300, Seattle, Washington 98109 (“Licensee”).

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