LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 29, 2019 (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 (each a “Lender” and collectively, the “Lenders”), and TARVEDA THERAPEUTICS, INC., a Delaware corporation with an office located at 134 Coolidge Avenue, Watertown, Massachusetts 02472 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LEASE by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company and BLEND THERAPEUTICS, INC. a Delaware corporationLease • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”) is entered into as of this 12th day of December, 2011 (the “Execution Date”), by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company (“Landlord”), and BLEND THERAPEUTICS, INC. a Delaware corporation (“Tenant”).
ContractWarrant Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE. OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE. OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement’,) dated as of July 27, 2018 (the “Effective Date”), is made by and between Tarveda Therapeutics, Inc., a Delaware corporation formerly named Blend Therapeutics, Inc., (the “Company” or “Tarveda”), and Jeffrey Bloss (“Executive”).
FOURTH AMENDMENT TO LEASELease • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 31st day of May, 2019, by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company (“Landlord”), and TARVEDA THERAPEUTICS, INC. (formerly known as Blend Therapeutics, Inc.), a Delaware corporation (“Tenant”).
TARVEDA THERAPEUTICS, INC. FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Andrew J. Fromkin)Employment Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This First Amendment to Employment Agreement (this “Amendment”) dated as of April 6, 2016 (the “Effective Date”), is made by and between Tarveda Therapeutics, Inc., a Delaware corporation formerly named Blend Therapeutics, Inc. (the “Company”), and Andrew J. Fromkin (“Executive”).
FIRST AMENDMENT TO LEASELease • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 23rd day of February, 2012, by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company (“Landlord”), and BLEND THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
TARVEDA THERAPEUTICS, INC. NONDISCLOSURE, NONCOMPETITION AND ASSIGNMENT OF INTELLECTUAL PROPERTY AGREEMENTNondisclosure, Noncompetition and Assignment of Intellectual Property Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
In consideration and as a condition of my employment by Tarveda Therapeutics, Inc., a Delaware corporation (the “Company”), and of the compensation to be paid to me, and in recognition of the fact that as an employee of the Company I will or may have access to confidential information, I agree with the Company as follows:
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Fifth Amended and Restated Investors’ Rights Agreement dated as of December 12, 2019 (this “Agreement”), is made by and among: (i) Tarveda Therapeutics, Inc., a Delaware corporation (the “Company”); (ii) the holders of the Company’s Preferred Stock, $0.0001 par value per share (the “Preferred Stock”), listed on Schedule A (collectively, the “Purchasers”); (iii) Omid Farokhzad, Robert S. Langer, Jr. and Stephen J. Lippard (each individually a “Founder” and collectively, the “Founders”) and the persons and entities listed on Schedule B (together with the Founders and the Licensor Shareholders (as defined in Section 2, below), the “Initial Stockholders,” and each individually, an “Initial Stockholder”); and (iv) any person or entity that becomes a party to this Agreement in accordance with Section 5.7 hereof.
LICENSE AGREEMENT BETWEEN TARVEDA THERAPEUTICS, INC. AND MADRIGAL PHARMACEUTICALS, INC.License Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This LICENSE AGREEMENT (this “Agreement”) is entered into as of September 14, 2016 (the “Effective Date”) by and between Tarveda Therapeutics, Inc., a Delaware corporation (“Tarveda”) and Madrigal Pharmaceuticals, Inc., a Delaware corporation (“Madrigal”). Tarveda and Madrigal each may be referred to herein individually as a “Party” or collectively as the “Parties.”
THIRD AMENDMENT TO LEASELease • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 19th day of April, 2016, by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company (“Landlord”), and TARVEDA THERAPEUTICS, INC. (formerly known as Blend Therapeutics, Inc.), a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASELease • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
EMPLOYMENT AGREEMENT (Andrew J. Fromkin)Employment Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”) dated as of March 2, 2015 (the “Effective Date”), is made by and between Blend Therapeutics, Inc., a Delaware corporation (the “Company”), and Drew Fromkin (“Executive”).
