FORM OF ABPRO CORPORATION THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 11th, 2018 • Abpro Corp • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 22 day of December, 2017, by and among Abpro Corporation (f/k/a IE Lab, Inc.), a Delaware corporation (the “Company”), certain existing stockholders of the Company listed on Exhibit A hereto (each, an “Investor” and together the “Investors”) and any additional purchaser who purchases shares of Series D Preferred Stock after the date hereof and becomes a party to this Agreement in accordance with Section 5.1 hereof. Together, the Investors (including any party that becomes an “Investor” under this Agreement in accordance with Section 5.1 hereof) are referred to herein as the “Investors,” and each individually as an “Investor.” Capitalized terms not otherwise defined herein have the meaning given them in the Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2018 • Abpro Corp • Pharmaceutical preparations • Massachusetts
AGREEMENT made and entered into as of the 21st day of December, 2017 by and between Abpro Corporation, a Delaware corporation with its principal place of business in Woburn, Massachusetts (the “Company”), and Ian Chan, of Address (the “Executive”).
ABPRO CORPORATION AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN Restricted Stock Unit AgreementRestricted Stock Unit Agreement • April 11th, 2018 • Abpro Corp • Pharmaceutical preparations • Massachusetts
This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of [ ] (“Grant Date”) by and between Abpro Corporation (“Company”) and [ ] (“Grantee”).
Independent Director AgreementIndependent Director Agreement • April 11th, 2018 • Abpro Corp • Pharmaceutical preparations
Independent Director Agreement, dated and effective as of August 1, 2017, by and between Abpro Corporation, a Delaware corporation (the “Company”), and the undersigned, Fred Driscoll, who is invited to become a member of the Company’s Board of Directors (the “Board Member”).
LEASE EXTENSION # 1Lease Extension • April 11th, 2018 • Abpro Corp • Pharmaceutical preparations
In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and Abpro Corporation, LESSEE, at 65 Cummings Park and 395 West Cummings Park, Woburn, Massachusetts (“premises” or “leased premises”), fully executed on July 2, 2014 and currently scheduled to terminate on August 30, 2017, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows:
CONSULTING AGREEMENTConsulting Agreement • April 11th, 2018 • Abpro Corp • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), dated as of December 18, 2017, is entered into by Abpro Corporation (the “Company”), and Eugene Chan (the “Consultant”).
LICENSE AGREEMENTLicense Agreement • April 11th, 2018 • Abpro Corp • Pharmaceutical preparations • Delaware
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of this 26th day of August, 2016 (the “Effective Date”), by and between MedImmune Limited, a company incorporated in England and Wales (under company number 2451177) whose registered office is Milstein Building, Granta Park, Cambridge, CB21 UK (“Licensor”), AbMed Corporation a Delaware corporation with its principal place of business at 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19904 (“Company”) and, solely with respect to the specified provisions hereof, AbPro Corporation, a Delaware corporation with its principal place of business at 65 Cummings Park Drive, Woburn, Massachusetts 01801 (“AbPro”). Licensor, Company and AbPro are sometimes collectively referred to herein as the “Parties” and each separately as a “Party.”
Confidential EXCLUSIVE LICENSE AGREEMENT for MSK’s technology “Her2-huOKT3 bispecific Antibody—SK2014-064” No binding agreement between the Parties will exist until this Agreement has been signed by both Parties. Unsigned drafts of this Agreement...Exclusive License Agreement • April 11th, 2018 • Abpro Corp • Pharmaceutical preparations • New York
This Exclusive License Agreement (the “Agreement”) is effective on the date of the last signature below (“Effective Date”), and is by and between Memorial Sloan Kettering Cancer Center (hereinafter referred to as “MSK”), a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York NY 10065, and AbPro Corporation, a Delaware corporation with principal offices located at 65 Cummings Park Drive, Woburn, Massachusetts 01801 (“LICENSEE”). MSK and LICENSEE are sometimes referred to singly as “Party” and collectively as “Parties”.
