INDEMNIFICATION AGREEMENTIndemnification Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2021, between TScan Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made as of January 15, 2021 by and between TScan Therapeutics, Inc., a Delaware corporation (the “Company”), and the person(s) listed on the attached Schedule A who are signatories to this Agreement (each, an “Investor”, and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
EMPLOYMENT AGREEMENTEmployment Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS AGREEMENT (the “Agreement”) is entered into by and between WILLIAM DESMARAIS (the “Executive” or “you”) and TSCAN THERAPEUTICS, INC. (the “Company”), a Delaware corporation and replaces and supersedes the employment agreement between the Executive and Company, dated March 16, 2021 (the “Prior Agreement”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 15th day of January, 2021, by and among TScan Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
AMENDED AND RESTATED ROYALTY AGREEMENTRoyalty Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS AMENDED AND RESTATED ROYALTY AGREEMENT (the “Agreement”) is entered into as of June 12, 2018 (the “Effective Date”), by and between T-Scan Therapeutics, Inc., a Delaware corporation, having offices at Prudential Tower, 800 Boylston Street, Suite 1555, c/o Longwood Fund, Boston, MA 02199 (the “Company”) and Christoph Westphal, an individual with an address of (the “Founder”). The Company and the Founder are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
Amendment to Services AgreementAmendment to Services Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment (“Amendment”), effective as of June 24, 2019 (“Amendment Effective Date”), to the Services Agreement (“Agreement”) by and between Dr. Christoph Westphal (“Provider”) and TScan Therapeutics, Inc., a Delaware Corporation (“Company”), with an effective date of October 9, 2018, confirms the following modification to the terms of the Agreement:
SERVICES AGREEMENTServices Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Services Agreement (the Agreement), effective as of October 9, 2018 (the Effective Date), is entered into by DR. CHRISTOPH WESTPHAL (Provider) and TSCAN THERAPEUTICS, INC., a Delaware corporation (Company). Provider and Company agree as follows
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • British Columbia
PROVINCIAL HEALTH SERVICES AUTHORITY, continued under the Societies Act of British Columbia and having its administrative offices at 600 West 10th Avenue, Vancouver, British Columbia, Canada, V5Z 4E6 (“PHSA”);
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH OPTION & EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Option and Exclusive License Agreement (this “Agreement”) is dated November 5, 2020 (the “Effective Date”), between TScan Therapeutics, Inc., a Delaware corporation (hereinafter referred to as “Licensor”), and QIAGEN Sciences, LLC, a limited liability company under Delaware law with an address of 19300 Germantown Road, Germantown, MD 20874 (hereinafter referred to as “Licensee”). Each of Licensee and Licensor may be referred to herein as a “Party” or collectively as the “Parties”.
THE BRIGHAM AND WOMEN’S HOSPITAL, INC. AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT BWH Agreement No: A225271 BWH Case No: 24002Patent License Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Exclusive Patent License Agreement (“Agreement”) is made as of the 20th day of April 2021 (“Signature Date”), by and between TScan Therapeutics, Inc., a Delaware corporation, having a principal place of business at 830 Winter Street, Waltham MA 02451 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”). Company and Hospital are each referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED NOMINATING AGREEMENTNominating Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED NOMINATING AGREEMENT (this “Agreement”), dated as of April 22, 2021, by and among TScan Therapeutics, Inc., a Delaware corporation (the “Company”), Baker Brothers Life Sciences, L.P. (“BBLS”) and 667, L.P. (“667” and together with BBLS, the “Investor”).
COLLABORATION AND LICENSE AGREEMENT between TSCAN THERAPEUTICS, INC. and NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC. March 27, 2020Collaboration and License Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of March 27, 2020 (the “Effective Date”), by and between TSCAN THERAPEUTICS, INC., a Delaware corporation with a place of business at 830 Winter Street, Waltham MA 02451 (“TScan”), and NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC., a Delaware corporation with a place of business at 250 Massachusetts Avenue, Cambridge, MA 02139 USA (“Novartis”). In this Agreement, Novartis and TScan are collectively referred to as the “Parties” and each individually a “Party”.
Henry Rath Dear Henry:Property Agreement • April 23rd, 2021 • TScan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter (the “Agreement”) confirms the agreement between you and TScan Therapeutics, Inc. (the “Company”) regarding your termination of employment with the Company.
