TOCAGEN INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations • New York
ContractWarrant Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of October 30, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and TOCAGEN INC., a Delaware corporation with offices located at 3030 Bunker Hill Street, Suite 230, San Diego, CA 92109 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between TOCAGEN INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
TOCAGEN INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations • California
THIS CERTIFIES THAT, for value received, Voices Against Brain Cancer (the “Holder”), is entitled to subscribe for and purchase from TOCAGEN INC., a Delaware corporation (the “Company”), 5,000 Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is issued to Holder in connection with that certain Consulting Agreement, dated on even date herewith, by and between Holder and the Company (as the same may be amended from time to time, the “Consulting Agreement”).
TOCAGEN INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”) is made and entered into effective as of October 27, 2016 (the “Effective Date”), by and between Martin Duvall (“Executive”) and Tocagen Inc. (the “Company”).
LICENSE AGREEMENT GENE DELIVERY SYSTEM AND METHODS OF USE— USC FILE 2862 and HYBRID VECTORS FOR GENE THERAPY—USC FILE 2831License Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations • California
Dr. Kasahara and value the commitment of USC to bring these discoveries to widespread clinical usage for improving the survival of terminally ill cancer patients, including patients with untreatable primary solid tumors as well as those with advanced metastatic disease,” said Harry E. Gruber, MD, Chief Executive Officer of Tocagen.
LEASELease • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations
We establish in favor of Beneficiary our irrevocable and unconditional Letter of Credit numbered is identified above (the “L/C”) for an aggregate amount of $ , expiring at :00 p.m. on or, if such day is not a Banking Day, then the next succeeding Banking Day (such date, as extended from time to time, the “Expiry Date”). “Banking Day” means a weekday except a weekday when commercial banks in are authorized or required to close.
Voices Against Brain Cancer Research and Development Grant Agreement for Tocagen Inc.Research and Development Grant Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations • California
This Agreement, dated June 5, 2013, by and between Tocagen Inc. (“Tocagen”), a Delaware corporation with an address at 3030 Bunker Hill Street, Suite 230, San Diego, CA 92109 and Voices Against Brain Cancer (“VABC”) a non-profit corporation with an address at Voices Against Brain Cancer 1375 Broadway, 3rd Floor, New York, NY 10018.
FIRST AMENDMENT TO LABORATORY SERVICES AND LICENSE AGREEMENT (TOCAGEN AND SIEMENS)Laboratory Services and License Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations
This FIRST AMENDMENT TO LABORATORY SERVICES AND LICENSE AGREEMENT (this “Amendment”), effective as of June 19, 2015 (the “Amendment Date”), is made by and between SIEMENS HEALTHCARE DIAGNOSTICS INC., a California corporation having its principal place of business at 511 Benedict Avenue, Tarrytown, NY 10591, USA (“Siemens”), and TOCAGEN INC., a corporation organized under the laws of Delaware and having its principal place of business at 3030 Bunker Hill Street, Suite 230, San Diego, CA 92109, USA (“Tocagen”).
LABORATORY SERVICES AND LICENSE AGREEMENT (TOCAGEN AND SIEMENS)Laboratory Services and License Agreement • March 9th, 2017 • Tocagen Inc • Pharmaceutical preparations • California
This LABORATORY SERVICES AND LICENSE AGREEMENT (this “Agreement”), effective as of November 17, 2011 (the “Effective Date”), is made by and between Siemens Healthcare Diagnostics Inc., a California corporation having its principal place of business at 511 Benedict Avenue, Tarrytown, NY 10591, United States of America (“Siemens”) and Tocagen Inc., a corporation organized under the laws of Delaware and having its principal place of business at 3030 Bunker Hill Street, Suite 230, San Diego, CA 92109, United States of America (“Tocagen”). Siemens and Tocagen may be individually referred to as a “Party” or collectively as the “Parties” under this Agreement.
