Standard Contracts
UNDERWRITING AGREEMENT between MAIA BIOTECHNOLOGY, INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • February 14th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • New York
The undersigned, MAIA Biotechnology, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of MAIA Biotechnology, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”). To the extent there are no additional underwriters named in Schedule I hereto other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms “Representative” and “Underwriter” shall mean either the s
Original Agreement: December 1, 2019 Amended Agreement: March 29, 2020 2nd Amended Agreement: November 1, 2020 3rd Amended Agreement: Effective date when $12M Qualified Funds Raised is ReachedExecutive Employment Agreement • February 14th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Illinois
SUPPLY AND NON-EXCLUSIVE LICENSE AGREEMENTSupply and Non-Exclusive License Agreement • February 14th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This Supply and Non-Exclusive License Agreement (“Agreement”), made as of February 1, 2021 (the “Effective Date”), is by and between Regeneron Pharmaceuticals, Inc. (“Regeneron”), having a place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591-6707 and MAIA Biotechnology, Inc. operating through its wholly owned subsidiary, THIO Therapeutics, Inc. (“Sponsor”), having a place of business at 444 West Lake Street, Suite 1700, Chicago, IL 60606. Regeneron and Sponsor are each referred to herein individually as “Party” and collectively “Parties”.
INDEMNITY AGREEMENTIndemnification & Liability • February 14th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ___________ ____, 2021, is made by and between MAIA BIOTECHNOLOGY, INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”), and will become effective upon the closing of the Company’s initial public offering.
Original Agreement: July 26, 2021 Amended Agreement: Effective date when $12M Qualified Funds Raised is ReachedExecutive Employment Agreement • February 14th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Illinois
PATENT & TECHNOLOGY LICENSE AGREEMENT AGT. NO. L2664-MAIA BIOTECHNOLOGYPatent & Technology License Agreement • February 14th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Texas
This Patent and Technology License Agreement (“Agreement”) is between The Board of Regents (“Board”) of The University of Texas System (“System”), an agency of the State of Texas whose address is 210 West 7th Street, Austin, Texas 78701 on behalf of The University of Texas Southwestern Medical Center (“UT Southwestern”), a component institution of System, whose address is 5323 Harry Hines Boulevard, Dallas, Texas 75390-9094 (“Licensor”) and MAIA Biotechnology, Inc., a Delaware corporation, with its principal place of business at 444 West Lake Street, Suite 1700, Chicago, IL 60606 (“Licensee”) (collectively, “Parties”, or singly, “Party”).
ContractWarrant Agreement • February 14th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND ANY SECURITIES TO BE ISSUED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS. THE WARRANT AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND THE LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION, OR AN EXEMPTION THEREFROM, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
PATENT & TECHNOLOGY LICENSE AGREEMENT AGT. NO. L3648-MAIA BIOTECHNOLOGYPatent & Technology License Agreement • February 14th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Texas
This Patent and Technology License Agreement (“Agreement”) is between The Board of Regents (“Board”) of The University of Texas System (“System”), an agency of the State of Texas whose address is 210 West 7th Street, Austin, Texas 78701 on behalf of The University of Texas Southwestern Medical Center (“UT Southwestern”), a component institution of System, whose address is 5323 Harry Hines Boulevard, Dallas, Texas 75390-9094 (“Licensor”) and MAIA Biotechnology, Inc., a Delaware corporation, with its principal place of business at 444 West Lake Street, Suite 1700, Chicago, IL 60606 (“Licensee”) (collectively, “Parties”, or singly, “Party”).
