0001654954-18-011103 Sample Contracts

MabVax Therapeutics Holdings, Inc. 11535 Sorrento Valley Road, Suite 400 San Diego, CA 92121
Side Letter Agreement • October 15th, 2018 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations

This Side Letter Agreement relates to the SKI License Agreement (“Side Letter”), under which SKI granted MabVax an exclusive license under SKI’s rights in the invention that is the subject of the disclosure entitled “Polyvalent Conjugate Vaccines for Cancer” (SK#14491), and patent rights thereon.

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CONSENT UNDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 15th, 2018 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

THIS CONSENT UNDER AND SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 3, 2018 (the “Second Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation with offices located at 11533 Sorrento Valley Road, Suite 400, San Diego, CA 92121 (“Holdings”), MABVAX THERAPEUTICS, INC., a Delaware corporation with offices located at 11533 Sorrento Valley Road, Suite 400, San Diego, CA 92121 (“MabVax” and together with Holdings, individually and collectively, jointly and severally, “Borrower”).

SUBLICENSE AGREEMENT
Sublicense Agreement • October 15th, 2018 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

This Sublicense Agreement (the “Agreement”) is made and signed as of June 27, 2018 (the “Effective Date”) by and between MabVax Therapeutics Holdings, Inc., with a principal place of business at 11535 Sorrento Valley Road, Suite 400, San Diego, CA 92121 (“MabVax”), on the one hand, and Y-mAbs Therapeutics Inc., with a principal place of business at 230 Park Avenue, Suite 3350, New York, NY 10169 (“YmAbs”), on the other hand. MabVax and YmAbs are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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