ADICET BIO, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of April 28, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and ADICET BIO, INC., a Delaware corporation (“Borrower”).
LEASE AGREEMENT By and Between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”) and ADICET BIO, INC., a Delaware corporation (“Tenant”) October 31, 2018Lease Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • California
THIS LEASE AGREEMENT, (this “Lease”) is made and entered into as of October 31, 2018 by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and Tenant identified in the Basic Lease Information below.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This Amendment No. 2 to Amended and Restated License Agreement (this “Amendment”) dated as of January 13, 2016 (the “Effective Date”), is entered into among Technion Research and Development Foundation Ltd. (“TRDF”), Applied Immune Technology Ltd. (“AIT”), and Adicet Bio Inc. (“Adicet”) (TRDF, AIT and Adicet, collectively, the “Parties”), with respect to the following facts:
Adicet Bio, Inc.Transition Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • California
This letter (the “Transition Agreement”) confirms the agreement between you and Adicet Bio, Inc. (the “Company”) (collectively, the “parties”) regarding the transition of your position with the Company on the following terms:
INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • California
THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Agreement”) effective as of April 28, 2020 (the “Effective Date”), is entered into between Adicet Bio, Inc., a Delaware corporation (“Adicet”), and Anil Singhal (“Contractor”). The parties hereby agree as follows:
FIRST AMENDMENT TO BUSINESS PARK LEASEBusiness Park Lease • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO BUSINESS PARK LEASE (“Amendment”) is entered into as of September , 2019, by and between FACEBOOK, INC., a Delaware corporation (as successor-in-interest to David D. Bohannon Organization, a California corporation), herein called “Landlord”, and ADICET BIO, INC., a Delaware corporation, herein called “Tenant”.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This Amended and Restated License Agreement (collectively with exhibits and appendices hereto, the “Agreement”) is entered into on May _, 2014 (the “Execution Date”), by and between the Technion Research and Development Foundation Ltd. having a place of business at Senate house, Technion City, Haifa Israel, (“Licensor”), acting on behalf of itself and the Technion-Israel Institute of Technology, and Applied Immune Technology Ltd, a company organized under the laws of the State of Israel and having a place of business at Gutwirth Industrial Park, Technion City, Haifa 32000 Israel (“Company”).
LEASELease • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • California
THIS LEASE is made this 30th day of September 2015, between DAVID D. BOHANNON ORGANIZATION, a California corporation, herein referred to as “Landlord,” and ADICET BIO, INC., a Delaware corporation, herein referred to as “Tenant”.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is made and entered into as of July 8, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and ADICET BIO, INC. (“Borrower”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License and Collaboration Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO LICENSE AND COLLABORATION AGREEMENT (this “Amendment”) dated as of April 4th, 2019 (the “Amendment Date”), is entered into between REGENERON PHARMACEUTICALS, INC., a New York corporation (“Regeneron”), with a place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591, and ADICET BIO, INC. , a Delaware corporation (“Adicet”), with a place of business at 200 Constitution Drive, Menlo Park, California 94025 (with each of Regeneron and Adicet referred to herein individually as a “Party” and collectively as the “Parties”).:
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated License Agreement (collectively with exhibits and appendices hereto, the “Amendment”) is entered into on June 30th, 2015 (“Execution Date”) by and between the Technion Research and Development Foundation Ltd. having a place of business at Senate house, Technion City, Haifa Israel (“Licensor”), acting on behalf of itself and the Technion- Israel Institute of Technology, and Applied Immune Technology Ltd., a company organized under the laws of the State of Israel and having a place of business at Gutwirth Industrial Park, Technion City, Haifa 32000 Israel (“Company”).
UNCONDITIONAL SECURED GUARANTYUnconditional Secured Guaranty • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • North Carolina
In connection with the Loan and Security Agreement, dated as of April 28, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and between PACIFIC WESTERN BANK (“Bank”), and ADICET THERAPEUTICS, INC., a Delaware corporation formerly named Adicet Bio, Inc. (“Borrower”), ADICET BIO, INC., a Delaware corporation formerly named resTORbio, Inc. (“Guarantor”) hereby unconditionally and irrevocably guarantees (i) the prompt and complete payment of all Obligations (as defined in the Loan Agreement), and (ii) performance by Borrower of its obligations under the Loan Agreement, in each case in strict accordance with its terms (herein referred to as the “Guaranteed Obligations”). All terms used without definition in this Guaranty shall have the meaning assigned to them in the Loan Agreement or as defined in the Code. This Guaranty is executed effective as of September 15, 2020 (the “Effective Date”) and is a continuing guaranty, and the oblig
ESCROW AGREEMENTEscrow Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is entered into and effective as of this 15th day of September, 2020, by and among PNC Bank, National Association, a national banking association (the “Escrow Agent”), resTORbio, Inc., a Delaware corporation (“resTORbio”) and the investors listed on Schedule 1 hereto under the heading “Investors” (each of which is herein referred to as an “Investor” and collectively as the “Investors”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Funding Agreement (as defined below).
WARRANT TO PURCHASE STOCKWarrant Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, PACWEST BANCORP or its assignee or transferee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant. This warrant shall be exercisable for 5,301 Shares on the Issue Date and shall be exercisable for an additional number of Shares equal to (a) 1.00% of the aggregate original principal amount of all Term Loans made pursuant to the Loan and Security Agreement (the “Loan Agreement”), dated as of April 28, 2020, between Adicet Therapeutics, Inc. (f/k/a Adicet Bio, Inc.) and Pacific Western Bank, as may be amended from time to time, divided by (b) the War
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (this “Amendment”) is made and entered into as of September 14, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and ADICET BIO, INC. (“Borrower”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2020 (the “Effective Date”), is entered into by and between (i) resTORbio, Inc., a Delaware corporation (“Parent”), and (ii) Computershare Inc., a Delaware corporation and its wholly owned subsidiary, Computershare Trust Company, N.A., a national banking association, jointly as Rights Agent (as defined below). Parent and Rights Agent agree, for the equal and proportionate benefit of all Holders (as hereinafter defined), as follows:
FORM OF WARRANT TO PURCHASE STOCKWarrant Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT TO PURCHASE STOCK (this “Warrant”) CERTIFIES THAT, for good and valuable consideration, Beech Hill Securities, Inc. (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase [●] shares (the “Shares”) of common stock (“Common Stock”) of Adicet Bio, Inc. (f/k/a resTORbio, Inc.), a Delaware corporation (the “Company”) at an exercise price per share (the “Exercise Price”) equal to $[●] per Share, subject to the provisions and upon the terms and conditions set forth in this Warrant.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 15, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and ADICET THERAPEUTICS, INC., a Delaware corporation formerly known as Adicet Bio, Inc. (“Borrower”).
