COMMERCIAL LEASECommercial Lease • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This Commercial Lease (this “Lease”) dated February 1, 2017, is made by and between DULEY ROAD, LLC, a California limited liability company (“Landlord”) and ALTOR BIOSCIENCE MANUFACTURING COMPANY, LLC, a Delaware limited liability company (“Tenant”).
SHARED SERVICES AGREEMENTShared Services Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This SHARED SERVICES AGREEMENT (this “Agreement”), dated as of May 13, 2015, is by and between NantWorks, LLC, a Delaware limited liability company (“NantWorks”), and NantCell, Inc., a Delaware corporation (the “Company”). Each of NantWorks and the Company is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • New York
This Exclusive License Agreement (this “Agreement”), dated and effective as of February 16, 2016 (“Effective Date”), is entered into by and between NantBioScience, Inc., a Delaware corporation (“NantBio”), and Etubics Corporation, a Delaware corporation (“Etubics”). NantBio and Etubics are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
COMMON STOCK PURCHASE WARRANT NANTCELL, INC. June 30, 2016Common Stock Purchase Warrant • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, NantWorks, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined below), and on or prior to the close of business on the ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NantCell, Inc., a Delaware corporation (the “Company”), up to TWO MILLION (2,000,000) shares (the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The “Initial Exercise Date” shall mean the thirtieth (30th) day following the date on which the Corporation confirms, to it reasonable satisfaction that the Holder (or one or more of its
SUPPLY AGREEMENTSupply Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This Supply Agreement (this “Agreement”) is made and entered into as of August 15, 2018 (the “Effective Date”) by and between NantCell, Inc. (“NantCell”) and NantBio, Inc. (formerly named NantBioScience, Inc.) (together with its subsidiaries, including for the avoidance of doubt, NantCancerStemCell, LLC, “Buyer”). NantCell and Buyer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENTShared Services Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This Amendment No. 1 to Shared Services Agreement (this “Amendment”) is made as of January 1, 2016, by and between NantWorks, LLC (“NantWorks”) and NantCell, Inc. (“NantCell”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NANTCELL, INC., BIO MERGER SUB, INC., LIQUID GENOMICS, INC. AND THE STOCKHOLDER REPRESENTATIVE DATED AS OF MARCH 31, 2017Merger Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, restated or supplemented from time to time, this “Agreement”) is made and entered into as of March 31, 2017, by and among NANTCELL, INC., a Delaware corporation (“Parent”), BIO MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), LIQUID GENOMICS, INC., a Delaware corporation (the “Company”), and Amy Wang, solely in her capacity as Stockholder Representative.
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This AGREEMENT AND PLAN OF MERGER (as amended, restated or supplemented from time to time, this “Agreement”) is made and entered into as of May 15, 2018, by and among NANTCELL, INC., a Delaware corporation (“Parent”), RECEPTOME ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (or other wholly-owned subsidiary of Parent formed to effect the Merger, “Merger Sub”), RECEPTOME, INC., a Delaware corporation (the “Company”), and RICHARD S. KORNBLUTH, MD, PhD (the “Selling Stockholder”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of April, 2018 by and between NantCell, Inc., a Delaware corporation (the “Company”), and NantBio, Inc. (formerly named NantBioScience, Inc.), a Delaware corporation (the “Purchaser”). Certain capitalized terms used in this Agreement without definition shall be construed to have the meanings set forth or referenced in Section 1.3.
ASSIGNMENT AGREEMENTAssignment Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This Assignment Agreement (this “Agreement”), dated as of July 31, 2017 (the “Effective Date”), is between NantCell, Inc. (“NantCell”), a Delaware corporation, and NantOmics, LLC, a Delaware limited liability company (“NantOmics”). NantCell and NantOmics are each sometimes referred to herein as a “Party” and collectively as “Parties.”
ASSIGNMENT AGREEMENTAssignment Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This Assignment Agreement (this “Agreement”) is made as of July 2, 2017 (the “Effective Date”) by and between NantPharma, LLC, a Delaware limited liability company (“Assignor”), and Immunotherapy NANTibody, LLC, a Delaware limited liability company (“Assignee”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • New York
This Exclusive License Agreement (this “Agreement”), dated and effective as of January 1, 2020 (“Effective Date”), is entered into by and between ImmunityBio, Inc., a Delaware corporation (“ImmunityBio”), and GlobeImmune, Inc., a Delaware corporation (“GlobeImmune”). ImmunityBio and GlobeImmune are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • New York
This Exclusive License Agreement (this “Agreement”), dated and effective as of August 7, 2020 (the “Effective Date”), is entered into by and between ImmunityBio, Inc., a Delaware corporation with its principal offices at 9920 Jefferson Boulevard, Culver City, California 90232, United States of America (“Licensee”), and Stabilitech Biopharma Ltd, a limited company registered in England and Wales (company registration no. 4497290) with its registered address at Unit 6, Sovereign Business Park, Albert Drive, Burgess Hill, West Sussex, RH15 9TY, United Kingdom (“Licensor”). Licensee and Licensor are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
SALES MILESTONE CONTINGENT VALUE RIGHTS AGREEMENTSales Milestone Contingent Value Rights Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SALES MILESTONE CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 31, 2017 (this “Agreement”), is entered into by and between NANTCELL, INC., a Delaware corporation (“Parent”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the representative of the Unaffiliated Holders (“Stockholder Representative,” and together with Parent, the “Parties”).
Letter AgreementLetter Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This Letter Agreement (this “Agreement”) is made as of February 14, 2018 (the “Effective Date”) by and between NantPharma, LLC, a Delaware limited liability company (“Assignor”) and Immunotherapy NANTibody, LLC, a Delaware limited liability company (“Assignee”).
FDA MILESTONE CONTINGENT VALUE RIGHTS AGREEMENTFda Milestone Contingent Value Rights Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS FDA MILESTONE CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 31, 2017 (this “Agreement”), is entered into by and between NANTCELL, INC., a Delaware corporation (“Parent”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the representative of the Unaffiliated Holders (“Stockholder Representative,” and together with Parent, the “Parties”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NANTCELL, INC., ALTOR ACQUISITION LLC, ALTOR BIOSCIENCE CORPORATION AND SHAREHOLDER REPRESENTATIVE SERVICES LLC DATED AS OF MAY 19, 2017Merger Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, restated or supplemented from time to time, this “Agreement”) is made and entered into as of May 19, 2017, by and among NANTCELL, INC., a Delaware corporation (“Parent”), ALTOR ACQUISITION LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), ALTOR BIOSCIENCE CORPORATION, a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative.
SHARED SERVICES AGREEMENTShared Services Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This SHARED SERVICES AGREEMENT (this “Agreement”), dated as of April 4, 2019, but made effective January 1, 2018 (the “Effective Date”), is made by and between NantBio, Inc., a Delaware corporation (“NantBio”), and NantCell, Inc., a Delaware corporation (the “Company”). Each of NantBio and the Company is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.” In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
