UNIT RESTRICTION AGREEMENTUnit Restriction Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • Delaware
This UNIT RESTRICTION AGREEMENT (this “Agreement”) is made and entered into as of ________________, 2018 by and between Brooklyn Immunotherapeutics LLC, a Delaware limited liability company (the “Company”) and Ronald Guido (“Employee”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Lease Amendment”) is executed as of the twenty fourth day of July, 2019 (the “Second Amendment Date”), by and between BIOBAT, INC., a New York Not-for-Profit corporation, having an address c/o SUNY Downstate Medical Center, 450 Clarkson Avenue, Box 129, Brooklyn, New York 11203 (“Landlord”), and BROOKLYN IMMUNOTHERAPEUTICS LLC, a Delaware limited liability company, having an address at the Brooklyn Army Terminal, 140 East 58th Street, Brooklyn, NY 11220 (“Tenant”).
ROYALTY AGREEMENTRoyalty Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • New York
This ROYALTY AGREEMENT (this “Agreement”) is entered into as of November 6, 2018 by and between Brooklyn Immunotherapeutics LLC, a Delaware limited liability company with offices located at Brooklyn Army Terminal, 140 58th Street, Bldg. A, Loading Dock 9, Brooklyn, NY 11220 (“OpCo”), Brooklyn Immunotherapeutics Investors LP, a Delaware limited Partnership with offices located at c/o Ara Partners, 109 North Post Oak Lane, Suite 530, Houston, TX 77024 (“LP”) and Brooklyn Immunotherapeutics Investors GP LLC, a Delaware limited liability company with offices located at c/o Ara Partners, 109 North Post Oak Lane, Suite 530, Houston, TX 77024 (“GP,” and together with LP, collectively, the “Investors”) and OpCo and the Investors are jointly referred to herein as the “Parties” and each, individually, as a “Party.”
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH [***] FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is executed as of the 28th day of September, 2015, by and between BIOBAT, INC., a New York Not-for-Profit corporation (“Landlord”), and IRX THERAPEUTICS, INC., a New York corporation (“Tenant”).
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is made as of November_, 2018, by and between IRX Therapeutics, Inc., a New York corporation (“Assignor”) and Brooklyn Immunotherapeutic LLC, a Delaware limited liability company (“Assignee”),
CONSENT TO SUBLEASE AND AGREEMENTSublease and Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • New York
Consent to Sublease and Agreement (this “Agreement”), dated as of May 13, 2019, among 654 MADISON AVENUE ASSOCIATES LP (hereinafter referred to as “Landlord”), having its principal office c/o The Adler Group, Inc., at 654 Madison Avenue, New York NY 10065, BROOKLYN IMMUNOTHERAPEUTICS LLC (successor-in-interest to IRX Therapeutics, Inc. (“IRX”)), having its address at 1040 First Avenue, #361, New York, NY 10022, (hereinafter referred to as “Sublandlord”), and NEZU ASIA CAPITAL MANAGEMENT, LLC, having its principal place of business, upon full execution and delivery of this Agreement, at 654 Madison Avenue, New York, NY 10065 (hereinafter referred to as “Subtenant”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH [***]License Modification Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • Florida
AMENDMENT NO. 1 (“Amendment”) dated as of October 30, 2001 to the LICENSE MODIFICATION AGREEMENT (the “Agreement”) by and between University of South Florida Research Foundation, Inc. (“USFRF”) and Immuno-Rx, Inc., a Delaware corporation (the “Company”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH [***] ROYALTY AGREEMENTRoyalty Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • New York
THIS ROYALTY AGREEMENT (this “Agreement”) is entered into effective as of May 1, 2012, among IRX THERAPEUTICS, INC., a Delaware corporation (“IRX”) and IRX 2012 SENIOR NOTE INVESTORS, LLC, a Delaware limited liability company (“Investor Entity”).
RETENTION AGREEMENTRetention Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • New York
THIS RETENTION AGREEMENT (this “Agreement”), dated as of July 8, 2020, by and between Brooklyn Immunotherapeutics LLC, a Delaware limited liability company (the “Company”), and Lynn Mason (the “Employee”), provides:
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH [***] AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • Florida
THIS AMENDMENT NO. 2 TO LICENSE AGREEMENT (this “Amendment”), dated as of June 5th, 2012, amends that certain License Agreement, dated June 28, 2000 (the “License Agreement”), further identified as USF LIC97018, between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a Florida corporation not for profit under Chapter 617, Florida Statutes, and a direct support organization of the University of South Florida (“RESEARCH FOUNDATION”), and IRX THERAPEUTICS, INC., a Delaware corporation (“LICENSEE”). All capitalized terms appearing in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the License Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations
This Amendment (this “Amendment”), is entered into as of March 12, 2020, by and between Brooklyn Immunotherapeutics LLC, a Delaware limited liability company (the “Company”), and Lynn Mason (the “Employee”), and amends that certain employment letter agreement, dated as of October 30, 2018, by and between the Company and the Employee (as amended, the “Existing Employment Agreement”).
UNIT RESTRICTION AGREEMENTUnit Restriction Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • Delaware
This UNIT RESTRICTION AGREEMENT (this “Agreement”) is made and entered into as of November 5, 2018 by and between Brooklyn lmmunotherapeutics LLC a Delaware limited liability company (the “Company”) and Luba Greenwood (“Consultant”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH [***] LICENSE MODIFICATION AGREEMENT by...License Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • Florida
WHEREAS, the Research Foundation, a University direct-support organization under Florida law and a not-for-profit corporation of the State of Florida, and Immuno-Rx, a corporation under the laws of the State of Florida, had previously entered into four License Agreements (hereinafter “License Agreements Fl-F4”), two effective the 1st day of May 1999, and two effective the 7th day of April 1997, relating to several separate Licensed Products and product sets, and styled Appendices “F” to the Research Agreement entered into by and between the University of South Florida and the Research Foundation, for the first part, and Immuno-Rx, for the second part; and
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH [***] SUBLEASESublease • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations
This Sublease (“Agreement”) is made as of April 18, 2019 (“Execution Date”), by and between Brooklyn Immunotherapeutics LLC (“Sublessor”) and Nezu Asia Capital Management, LLC (“Tenant”). Sublessor and Tenant may be referred to collectively as the “Parties” and individually as a “Party.”
TERMINATION AND LICENSE AGREEMENTTermination and License Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • New York
This TERMINATION AND LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of June 22, 2018 (the “Effective Date”) by and among Celgene Corporation, a Delaware corporation (“Celgene”), and IRX Therapeutics, Inc., a Delaware corporation (“Licensee”). Licensee and Celgene are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH [***] LEASE AGREEMENTLease Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • New York
THIS LEASE AGREEMENT made this 28 day of September, 2015 (the “Effective Date”) between BIOBAT, INC., a Not-for-Profit 501(c)(3) corporation organized under the laws of the State of New York, having an address c/o SUNY Downstate Medical Center, 450 Clarkson Avenue, Box 129, Brooklyn, New York 11203 (“Landlord”) and IRX THERAPEUTICS, INC., a New York corporation having an address at 140 West 57th Street, Suite 3D, New York, New York (“Tenant”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH [***] CONFIRMATION AGREEMENTConfirmation Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations
This Commencement Date Confirmation Agreement (“Agreement”) is made as of June 27, 2019 (“Execution Date”), by and between Brooklyn Immunotherapeutics LLC (“Sublessor”) and Nezu Asia Capital Management, LLC (“Tenant”). Sublessor and Tenant may be referred to collectively as the “Parties” and individually as a “Party.” Initially capitalized terms not defined in this Agreement shall have the same meaning ascribed to them in the Sublease (as hereinafter defined).
