CELULARITY INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 29th, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 2021 and is between Celularity Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Contingent Value Rights Agreement • March 29th, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of August 15, 2017 (this “Agreement”), is entered into by and between Celularity Inc., a Delaware corporation (“Buyer”) and the Holders (as defined below).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Agreement and Plan of Merger • March 29th, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated August 22, 2018 (this “Agreement”), is by and among Celularity Inc., a Delaware corporation, (“Parent”), CariCord Inc., a Delaware corporation, (the “Company”), CC Subsidiary, Inc., a Delaware corporation (“Merger Sub”), and Gregory L. Andrews, as the Representative. Certain capitalized terms used herein have the meanings assigned to them in Section 9.1.
LICENSE AND TRANSFER AGREEMENTLicense and Transfer Agreement • March 29th, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • New York
This LICENSE AND TRANSFER AGREEMENT (this “Agreement”) is made as of September 30, 2020 (the “Effective Date”), by and between Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”), and Celularity Inc., a Delaware corporation (“Celularity”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Agreement and Plan of Merger • March 29th, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 1, 2017 (the “Agreement Date”), by and among Celgene Corporation, a Delaware corporation (“Seller”), Anthrogenesis Corporation, a New Jersey corporation and a wholly owned subsidiary of Seller (the “Company”), Celularity Inc., a Delaware corporation (“Buyer”), Clarity Acquisition Corp, a New Jersey corporation and a wholly owned subsidiary of Buyer (“Merger Sub 1”), and Clarity Acquisition II LLC, a New Jersey limited liability company and a wholly owned subsidiary of Buyer (“Merger Sub 2”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 29th, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of September 18, 2020 (the “Effective Date”) by and among Dr. Andrew C. von Eschenbach (“Seller”) and Celularity Inc., a Delaware corporation (the “Company”).
Investment Rights AgreementInvestment Rights Agreement • March 29th, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • Delaware
This Investment Rights Agreement (this “Agreement”) is made as of the 15th day of August, 2017, by and between Celularity, Inc., a Delaware corporation (“Celularity”), and Celgene Corporation, a Delaware corporation (“Celgene”).
LICENSE AGREEMENTLicense Agreement • March 29th, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • Delaware
This LICENSE AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2017 (the “Effective Date”), by and between CELGENE CORPORATION, a Delaware corporation (“Celgene”), and ANTHROGENESIS CORP., a New Jersey corporation (“Anthrogenesis”). Celgene and Anthrogenesis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
