0001213900-21-017053 Sample Contracts

LEASE AGREEMENT
Lease Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina

THIS LEASE AGREEMENT (this “Lease”) is made this 31st day of December, 2015, between ARE-NC REGION NO. 5, LLC, a Delaware limited liability company (“Landlord”), and HUMACYTE, INC., a North Carolina corporation (“Tenant”).

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • Connecticut

THIS AGREEMENT (this “Agreement”) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), and Humacyte, Inc. a corporation organized and existing under the laws of the State of Delaware and with principal offices located at 2525 E. NC Highway 54 in Durham, NC (“LICENSEE”) is effective as of August 25, 2019 (“EFFECTIVE DATE”).

INCENTIVE STOCK OPTION AGREEMENT Under the HUMACYTE, INC. 2005 STOCK OPTION PLAN
Incentive Stock Option Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the ___ day of _____, 200_ (the “Grant Date”), by and between Humacyte, Inc. (the “Company”) and ___________ (the “Participant”).

HUMACYTE, INC. NONQUALIFIED STOCK OPTION AGREEMENT Under the HUMACYTE, INC.
Nonqualified Stock Option Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the __ day of _____, 200_ (the “Grant Date”), by and between Humacyte, Inc. (the “Company”) and ___________ (the “Participant”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • New York

This Subscription Agreement (this “Subscription Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) between Alpha Healthcare Acquisition Corp., a Delaware corporation (“Alpha”), and Humacyte, Inc., a Delaware corporation (the “Company”), pursuant to a merger agreement to be entered into among Alpha, the Company, and the other parties thereto (the “Transaction Agreement”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina

This Executive Employment Agreement (“Agreement”) is made and entered into by Humacyte, Inc. (“Humacyte” or the “Company”) and Jeffrey Lawson, M.D. (hereinafter “Executive”) effective June 19, 2018.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina

This Executive Employment Agreement (“Agreement”) is made and entered into by Humacyte, Inc. (“Humacyte” or the “Company”) and Heather Prichard, Ph.D (hereinafter “Executive”) effective September 13, 2019.

Distribution Agreement by and between Fresenius Medical Care Holdings, Inc. and Humacyte, Inc. June 25, 2018
Distribution Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • Delaware

THIS DISTRIBUTION AGREEMENT (this “Agreement”), entered into as of June 25, 2018 (the “Effective Date”), is entered into by and among Fresenius Medical Care Holdings, Inc., a corporation organized and existing under the Laws of the State of New York (“Fresenius”), and Humacyte, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Humacyte”). Fresenius and Humacyte are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

This First Amendment to Distribution Agreement, made as of this 2nd day of October, 2019 (the “Effective Date”), is by and between Fresenius Medical Care Holdings, Inc. (“Fresenius”) and Humacyte, Inc. (“Humacyte”) (collectively, the “Parties”).

SUPPLY AGREEMENT
Supply Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

This Supply Agreement (this “Agreement”) is entered into as of January 9, 2014 (the “Effective Date”), by and between Humacyte, Inc., a North Carolina corporation having an address at 7020 Kit Creek Road, P.O. Box 12695, Durham, NC 27709 (“Purchaser”) and SeraCare Life Sciences, Inc., a Delaware corporation having its principal place of business at 37 Birch Street, Milford, Massachusetts 01757 (“Supplier”). Purchaser and Supplier are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

INCENTIVE STOCK OPTION AGREEMENT Under the HUMACYTE, INC.
Incentive Stock Option Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the ___ day of ________, 201__ (the “Grant Date”), by and between Humacyte, Inc. (the “Company”) and _______________ (the “Participant”).

THIRD AMENDMENT TO LEASE
Lease Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of April 21, 2017, by and between ARE-NC REGION NO. 5, LLC, a Delaware limited liability company (“Landlord”), and HUMACYTE, INC., a Delaware corporation (“Tenant”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina

This Executive Employment Agreement (“Agreement”) is made and entered into by Humacyte, Inc. (“Humacyte” or the “Company”) and Laura Niklason, M.D., Ph.D. (hereinafter “Executive”) effective November 9, 2020.

DUKE UNIVERSITY and HUMACYTE, INC. EXCLUSIVE PATENT LICENSE AGREEMENT EXECUTION COPY MARCH 14, 2006
Exclusive Patent License Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina

THIS LICENSE AGREEMENT made and entered into this 14th day of March, 2006 (“EFFECTIVE DATE”), by and between DUKE UNIVERSITY, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), having its principal office at Durham, North Carolina 27708, and Humacyte, Inc., a corporation organized under the laws of North Carolina (“COMPANY”), with its corporate headquarters and principal office at 21 Davis Drive, Suite 140, Durham, NC 27709.

FIRST AMENDMENT TO LEASE
Lease Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of September 30, 2016, by and between ARE-NC REGION NO. 5, LLC, a Delaware limited liability company (“Landlord”), and HUMACYTE, INC., a Delaware corporation (“Tenant”).

NON-QUALIFIED STOCK OPTION AGREEMENT Under the HUMACYTE, INC.
Non-Qualified Stock Option Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the ___ day of _____, 201_ (the “Grant Date”), by and between Humacyte, Inc. (the “Company”) and ___________ (the “Participant”).

SUPPLY AGREEMENT
Supply Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • Delaware

This Supply Agreement (“Agreement”), is effective as of August 31st , 2015 (“Effective Date”) by and between Humacyte, Inc. having a place of business at 7020 Kit Creek Road, Suite 110, Research Triangle Park, NC 27709 (“HUMACYTE”), and Biomedical Structures LLC having a place of business at 60 Commerce Drive, Warwick RI 02886 (“Supplier”). Humacyte and Supplier are each referred herein by name or individually as a “Party” and collectively as the “Parties.”

FOURTH AMENDMENT TO LEASE
Lease Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

THIS FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) is made as of October 31, 2017, by and between ARE-NC REGION NO. 5, LLC, a Delaware limited liability company (“Landlord”), and HUMACYTE, INC., a Delaware corporation (“Tenant”).

FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT
Exclusive Patent License Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina

This Fourth Amendment (this “Fourth Amendment”), effective as of January 2, 2018, amends the Exclusive Patent License Agreement, effective March 14, 2006, as amended by the First Amendment to Exclusive Patent License Agreement, effective as of February 25, 2011, the Second Amendment to Exclusive Patent License Agreement, effective as of April 24, 2014, and the Third Amendment to Exclusive Patent License Agreement, dated as of June 26, 2015 (as so amended, the “Agreement”), between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”) having its principal office in Durham, North Carolina 27708, and Humacyte, Inc., a corporation organized under the laws of North Carolina (“COMPANY”) with its corporate headquarters and principal office at 7020 Kit Creek Road, Suite 180, Research Triangle Park, NC 27709. All capitalized terms used herein but not otherwise defined herein shall have the meanings set forth for such terms in the A

SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • Delaware

This SECOND AMENDMENT TO DISTRIBUTION AGREEMENT (this “Second Amendment”), entered into as of February 16, 2021 (the “Second Amendment Date”), and effective as of the Second Amendment Date, is made and entered into by and between Fresenius Medical Care Holdings, Inc., a corporation organized and existing under the Laws of the State of New York (“Fresenius”), and Humacyte, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Humacyte”).

SECOND AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT
Exclusive Patent License Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina

This Second Amendment (this “Second Amendment”), effective as of April 24, 2014, amends the Exclusive Patent License Agreement, effective March 14, 2006, as amended by the First Amendment to Exclusive Patent License Agreement, effective as of February 25, 2011 (as so amended, the “Agreement”), between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), having its principal office at Durham, North Carolina 27708, and Humacyte, Inc., a corporation organized under the laws of North Carolina (“COMPANY”) with its corporate headquarters and principal office at 7020 Kit Creek Road, Morrisville, NC 27560. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT
Exclusive Patent License Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

This THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (“THIRD AMENDMENT”) dated as of June 26, 2015 amends the Exclusive Patent License Agreement (“Agreement”) by and between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), having its principal office at Durham, North Carolina 27708 and Humacyte, Inc., a corporation organized under the laws of North Carolina (“HUMACYTE”), with its corporate headquarters and principal office at 7020 Kit Creek Road, Morrisville, NC 27560. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

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FIRST AMENDMENT TO THE SUPPLY AGREEMENT BY AND BETWEEN SERACARE LIFE SCIENCES, INC. AND HUMACYTE, INC.
Supply Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

This amendment to the Supply Agreement (the “Amendment”) is made and entered into as of October 12, 2018 (the “Amendment Effective Date”), by and between SeraCare Life Sciences, Inc. (“Supplier”) and Humacyte, Inc. (“Purchaser”). Capitalized terms used but not defined herein shall have the meaning given to them in that certain Supply Agreement, dated January 9, 2014, by and between Supplier and Purchaser (the “Supply Agreement”), and terms defined herein shall be used in the Supply Agreement as amended hereby with the same meanings given to them herein.

SECOND AMENDMENT TO LEASE
Lease Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of February 8, 2017, by and between ARE-NC REGION NO. 5, LLC, a Delaware limited liability company (“Landlord”), and HUMACYTE, INC., a Delaware corporation (“Tenant”).

FIFTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT
Exclusive Patent License Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina

This Fifth Amendment (this “Fifth Amendment”), effective as of December 31, 2019 (“EFFECTIVE DATE”), amends the Exclusive Patent License Agreement, effective March 14, 2006, as amended by the First Amendment to Exclusive Patent License Agreement, effective as of February 25, 2011, the Second Amendment to Exclusive Patent License Agreement, effective as of April 24, 2014, the Third Amendment to Exclusive Patent License Agreement, dated as of June 26, 2015, and the Fourth Amendment to Exclusive Patent License Agreement, effective as of January 2, 2018 (as so amended, the “Agreement”), between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”) having its principal office in Durham, North Carolina 27708, and Humacyte, Inc., a corporation organized under the laws of Delaware (“COMPANY”) with its corporate headquarters and principal office at 2525 East NC Highway 54, Durham, NC 27713. All capitalized terms used herein but not

FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT
Exclusive Patent License Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina

This First Amendment (this “First Amendment”), effective as of February 25, 2011, amends the Exclusive Patent License Agreement effective March 14, 2006 (the “Agreement”) between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), having its principal office at Durham, North Carolina 27708, and Humacyte, Inc., a corporation organized under the laws of North Carolina (“COMPANY”), with its corporate headquarters and principal office at 7020 Kit Creek Road, Morrisville, NC 27560. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

AMENDMENT 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (attached)
Executive Employment Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks

This Amendment 1 to the Executive Employment Agreement (“Amendment”) is made and entered into by Humacyte, Inc. (“Humacyte” or the “Company”) and Jeffrey Lawson, M.D. (hereinafter “Executive”) effective November 9, 2020.

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