RIGHT OF USE AGREEMENTRight of Use Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • Illinois
This Right of Use Agreement (“Agreement”), effective as of November 1, 2019 (the “Effective Date”), is by and between Paragon Biosciences, LLC, a Delaware limited liability company (“Paragon”), and Castle Creek Pharmaceuticals, LLC, a Delaware limited liability company (the “Portfolio Company”).
EXCLUSIVE CHANNEL COLLABORATION AGREEMENTExclusive Channel Collaboration Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (the “Agreement”) is made and entered into effective as of October 5, 2012 (the “Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”), and FIBROCELL SCIENCE, INC., a Delaware corporation having its principal place of business at 405 Eagleview Boulevard, Exton, PA 19341 (“Fibrocell”). Intrexon and Fibrocell may be referred to herein individually as a “Party”, and collectively as the “Parties.”
SECOND AMENDMENT TO EXCLUSIVE CHANNEL COLLABORATION AGREEMENTExclusive Channel Collaboration Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT is entered into as of this 10th day of January, 2014 and serves to amend the Exclusive Channel Collaboration Agreement entered into by and between Intrexon Corporation (“Intrexon”) and Fibrocell Science, Inc. (“Fibrocell”), on October 5, 2012 and first amended on June 28, 2013 (as amended, the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • Illinois
This SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of October 9, 2018 (the “Effective Date”), is by and among Paragon Biosciences, LLC, a Delaware limited liability company (the “Management Company”), Castle Creek Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), and, solely with respect to Section 6 herein, Jeffrey S. Aronin (“Aronin”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth Section 9 of this Agreement.
AMENDMENT TO LEASELease • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • Pennsylvania
THIS AMENDMENT TO LEASE (the “Amendment”), is effective as of April 1, 2011, and is by and between THE HANKIN GROUP (“Landlord”) and FIBROCELL SCIENCE, INC., formerly known as ISOLAGEN, INC. (“Tenant”).
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • Connecticut
LEASE FOR COMBINATION OFFICE/WAREHOUSE AT EAGLEVIEW CORPORATE CENTER BUILDING NO. LANDLORD: THE HANKIN GROUP TENANT: ISOLAGEN, INC.Castle Creek Biosciences, Inc. • July 16th, 2021 • Pharmaceutical preparations
LEASE is made this 7th day of April, 2005 between THE HANKIN GROUP, a Pennsylvania limited partnership (“Landlord”), with its office at Eagleview Corporate Center, 707 Eagleview Boulevard, P.O. Box 562, Exton, Pennsylvania 19341, and ISOLAGEN, INC., a Delaware corporation (“Tenant”), with its office at 2500 Wilcrest, 5th Floor, Houston, TX 77042.
Attention: Matt Gantz, CEO Pat Morris, General Counsel, Paragon BiosciencesConfidential • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations
This letter (the “Agreement”) will confirm our understanding that Paragon Health Capital, LLC (“PHC”) has been hired to serve as the financial advisor to Castle Creek Biosciences, Inc. and/or its affiliates, subsidiaries or related companies that exist today or which may be created by you (“CCB” or the “Company”). This Agreement supersedes all prior agreements with CCB including the letter dated November 2, 2020.
Re: “Exclusive Channel Collaboration Agreement” executed Oct. 5, 2012 by and between Fibrocell Science, Inc. (“Fibrocell”) and Intrexon Corporation (“Intrexon”), as amended and as further amended and modified by that certain letter agreement, dated...Letter Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations
This letter agreement constitutes the Termination and Modification Agreement as defined in the Letter Agreement, pursuant to which the Parties shall mutually agree to terminate the ECC, convert the ECC into a product license between Fibrocell and Precigen with regard to the Retained Products and clarify certain items. Please note that, per our recent public announcement, Intrexon has officially been renamed Precigen, Inc. (“Precigen”) and has assigned and consolidated its human health therapeutic development operations, including all of its operations relevant to the ECC, to and within its wholly owned subsidiary PGEN Therapeutics, Inc. (“PGEN”). Unless otherwise specified, references to Fibrocell in this Termination and Modification Agreement shall refer to both Fibrocell and its parent, Castle Creek Biosciences, Inc. (“CCB”), and references to Precigen in this Termination and Modification Agreement shall be deemed to encompass references to Intrexon prior to its having been renamed P
THIRD AMENDMENT TO LEASELease • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (the “Amendment”) is effective as of May 11, 2021, and is by and between HANKIN GROUP, a Pennsylvania limited partnership (“Landlord”) and CASTLE CREEK BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
20374 Seneca Meadows Pkwy Germantown, MD 20876 precigen.com February 19, 2020 Fibrocell Science, Inc. c/o Castle Creek Biosciences, Inc.Channel Collaboration Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of December 9, 2019Investors’ Rights Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of December 9, 2019, by and among Castle Creek Pharmaceutical Holdings, Inc., a Delaware corporation (the “Company”), the Series A Stockholders (as defined below), the Series B Stockholders (as defined below) and the Series C Stockholders (as defined below).
CASTLE CREEK BIOSCIENCES, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • Delaware
Castle Creek Biosciences, Inc., a Delaware corporation (the “Company”), is pleased to advise you, the “Participant” whose signature appears on the signature page hereto, that the Company has granted to you a stock option (an “Option”), as provided below, under the Company’s Amended and Restated Management Incentive Plan (as amended from time to time, the “Plan”), a copy of which is attached hereto and incorporated herein by reference. The Option has been granted, and the shares of Common Stock issuable upon exercise will be issued, pursuant to a “compensatory benefit plan” within the meaning of such term under Rule 701 of the Exchange Act.
MASTER CONSULTING AGREEMENTMaster Consulting Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS MASTER CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2021 (the “Effective Date”), by and between Castle Creek Biosciences, LLC (“Castle Creek”), a Delaware limited liability company, having a place of business at 405 Eagleview Boulevard, Exton, PA 19341 and John Maslowski (“Consultant”), with an address at 106 Longfields Way, Downingtown, PA 19335. Castle Creek and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • Pennsylvania
This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Castle Creek Biosciences, Inc., a Delaware corporation (the “Employer”), on behalf of itself, its parent(s), subsidiaries, and other corporate affiliates, and each of their respective present and former executives, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as the “Employer Group”), and John Maslowski (the “Executive”) (Employer and the Executive are collectively referred to as the “Parties”) as of May 31, 2021 (the “Execution Date”).
CASTLE CREEK BIOSCIENCES, INC. CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (“Agreement”) is made as of June 28, 2021 (the “Effective Date”) by and among Castle Creek Biosciences, Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Investors attached hereto (individually, an “Investor” and collectively, the “Investors”).
WORK ORDER #2Work Order #2 • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations
This Work Order dated June 24, 2021 by and between Castle Creek Biosciences, LLC (“Castle Creek”) and John Maslowski, (“Consultant”) and is incorporated into the Master Consulting Agreement dated June 24, 2021 (“Agreement”) by and between Castle Creek and Consultant. This Work Order describes Services to be performed and provided by Consultant pursuant to the Agreement. In the event of any conflict between the Agreement and any provision of this Work Order, the Agreement will control unless the Parties’ intent to alter the terms of the Agreement is expressly set forth in such provision, and such alteration shall only apply to this Work Order and shall not be construed as an amendment to the terms of the Agreement. All capitalized terms used and not expressly defined in this Work Order will have the meanings given to them in the Agreement.
WORK ORDER #1Work Order #1 • July 16th, 2021 • Castle Creek Biosciences, Inc. • Pharmaceutical preparations
This Work Order dated June 24, 2021 by and between Castle Creek Biosciences, LLC (“Castle Creek”) and John Maslowski (“Consultant”) and is incorporated into the Master Consulting Agreement dated June 24, 2021 (“Agreement”) by and between Castle Creek and Consultant. This Work Order describes Services to be performed and provided by Consultant pursuant to the Agreement. In the event of any conflict between the Agreement and any provision of this Work Order, the Agreement will control unless the Parties’ intent to alter the terms of the Agreement is expressly set forth in such provision, and such alteration shall only apply to this Work Order and shall not be construed as an amendment to the terms of the Agreement. All capitalized terms used and not expressly defined in this Work Order will have the meanings given to them in the Agreement.
