INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2018 between Vaccinex, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”). This Agreement will become effective only upon the effectiveness of the Company’s registration statement on Form S-1 in connection with the Company’s initial public offering. This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (the “Agreement”) is made effective as of the 29 day of December, 1998 (the “Effective Date”), by and between the UNIVERSITY OF ROCHESTER (“Rochester”), a New York education corporation, and VACCINEX, L.P., a for profit limited partnership organized under the laws of Georgia (“Vaccinex”).
CONFIDENTIAL GPEx®-DERIVED CELL LINE SALE AGREEMENTGpex®-Derived Cell Line Sale Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This GPEx®-Derived Cell Line Sale Agreement (this “Agreement”) is made as of this 13th day of January, 2010 (“Effective Date”), by and between Vaccinex, Inc., a Delaware corporation, with a place of business at 1895 Mt. Hope Avenue, Rochester, NY, 14620 (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
LICENSE AGREEMENT Dated as of November 6, 2017 by and between Vaccinex, Inc. and VX3 (DE) LPLicense Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”), dated as November 6, 2017 (the “Effective Date”), is by and between Vaccinex, Inc., a Delaware corporation having an address at 1895 Mt. Hope Avenue, Rochester, New York, 14620 (“Transferor”), and VX3 (DE) LP, a Delaware limited partnership having an address at 200 Bay Street, Suite 3800, Royal Bank Plaza, South Tower, Toronto, Ontario, Canada M5J 2Z4 (“Transferee”). Transferor and Transferee may be referred to each individually as a “Party” or together as the “Parties.”
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of October 4, 2016 (the “Effective Date”), is by and between Ares Trading S.A., Z.I de l’Ouriettaz, CH-1170 Aubonne, Switzerland (“Merck”), and Vaccinex, Inc., having a place of business at 1895 Mt. Hope Avenue, Rochester, NY 14620 (“Vaccinex”). Merck and Vaccinex are each referred to herein individually as “Party” and collectively as “Parties”.
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
WHEREAS certain of the Parties, together with VX Limited Partnership, an Ontario limited partnership (“VX LP”), VX Therapeutics Limited Partnership, a Delaware limited partnership (“VX1”), Vaccinex Products, LLC, a Delaware limited liability company (“Vaccinex Sub”), and FEZ Financial Corporation, an Ontario corporation, entered into a certain Exchange Agreement, dated as of June 18, 2012 (the “Prior Agreement”);
AGREEMENTLicense Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (this “Agreement”) is entered into as of March 16, 2018, by and among VX3 (DE) LP, a Delaware limited partnership (“VX3”), VX 3 Inc., an Ontario corporation (“VX GP”), Vaccinex, Inc., a Delaware corporation (“Vaccinex”), and each of the other parties listed on the signature pages hereto (each, a “VX LP”). Each of the foregoing is referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
CONSENT AND AMENDMENT May 15, 2018Services Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations
Reference is hereby made to (i) the Agreement of Limited Partnership of VX3 (DE) LP, dated as of October 27, 2017, by and among VX 3 Inc., a corporation incorporated under the laws of Ontario as the general partner (the “General Partner”), the parties set out in Schedule A thereto (the “Limited Partners”), and any other Persons who shall in the future execute and deliver the Partnership Agreement as additional Partners pursuant to the provisions thereof (the “Partnership Agreement”), and (ii) the Services Agreement, dated as of November 6, 2017, by and between Vaccinex, Inc., a corporation incorporated under the laws of Delaware (“Vaccinex”), and VX3 (DE) LP, a limited partnership organized under the laws of Delaware (the “Partnership”) (the “Services Agreement”), each as amended by the Consent and Amendment, dated as of February 28, 2018, by and among the General Partner, FCMI Parent Co., a Limited Partner (“FCMI”), and the Partnership (the “First Amendment”).
CONSENT AND AMENDMENT February 28, 2018Consent and Amendment • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations
Reference is hereby made to (i) the Agreement of Limited Partnership of VX3 (DE) LP, dated as of October 27, 2017, by and among VX 3 Inc., a corporation incorporated under the laws of Ontario as the general partner (the “General Partner”), the parties set out in Schedule A thereto (the “Limited Partners”), and any other Persons who shall in the future execute and deliver the Partnership Agreement as additional Partners pursuant to the provisions thereof (the “Partnership Agreement”); and (ii) the Services Agreement, dated as of November 6, 2017, by and between Vaccinex, Inc., a corporation incorporated under the laws of Delaware (“Vaccinex”), and VX3 (DE) LP, a limited partnership organized under the laws of Delaware (the “Partnership”) (the “Services Agreement”).
CONSENT AND AMENDMENT June 12, 2018Consent and Amendment • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations
Reference is hereby made to (a) the Agreement of Limited Partnership of VX3 (DE) LP, dated as of October 27, 2017, by and among VX 3 Inc., a corporation incorporated under the laws of Ontario, as the general partner (the “General Partner”), the parties set out in Schedule A thereto (the “Limited Partners”), and any other Persons who shall in the future execute and deliver the Partnership Agreement as additional Partners pursuant to the provisions thereof (the “Partnership Agreement”), and (b) the Services Agreement, dated as of November 6, 2017, by and between Vaccinex, Inc., a corporation incorporated under the laws of Delaware (“Vaccinex”), and VX3 (DE) LP, a limited partnership organized under the laws of Delaware (the “Partnership”) (the “Services Agreement”), each as amended by (x) the Consent and Amendment, dated as of February 28, 2018, by and among the General Partner, FCMI Parent Co., a Limited Partner (“FCMI”), and the Partnership and (y) the Consent and Amendment, dated as o
CONFIDENTIAL GPEx® DEVELOPMENT AND MANUFACTURING AGREEMENTDevelopment and Manufacturing Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This GPEx® Development and Manufacturing Agreement (“Agreement”) is made as of January 13, 2010 (“Effective Date”), by and between Vaccinex, Inc., a with a place of business at 1895 Mt. Hope Avenue, Rochester, NY 14620, USA (“Vaccinex”) and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
VACCINEX, INC. and VX3 (DE) LP SERVICES AGREEMENTServices Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
THIS SERVICES AGREEMENT (this “Agreement”) is dated November 6, 2017 and effective as of January 1, 2017 (the “Effective Date”) and made between:
