5,000,000 Shares NewLink Genetics Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2017 • Newlink Genetics Corp • Pharmaceutical preparations • New York
INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • June 25th, 2015 • Newlink Genetics Corp • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among NEWLINK GENETICS CORPORATION, a Delaware corporation (the “Company”), and[TRUSTEE], as trustee (the “Trustee”):
LUMOS PHARMA, INC Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementLumos Pharma, Inc. • December 30th, 2020 • Pharmaceutical preparations • New York
Lumos Pharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
NEWLINK GENETICS CORPORATION AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • July 26th, 2018 • Newlink Genetics Corp • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between NEWLINK GENETICS CORPORATION, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
NEWLINK GENETICS CORPORATION AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • July 26th, 2018 • Newlink Genetics Corp • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between NEWLINK GENETICS CORPORATION, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • March 9th, 2021 • Lumos Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between LUMOS PHARMA, INC, a Delaware corporation (the “Company”), and (“Indemnitee”).
NEWLINK GENETICS CORPORATION AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Securities Warrant Agreement • July 26th, 2018 • Newlink Genetics Corp • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between NEWLINK GENETICS CORPORATION, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: NEWLINK GENETICS CORPORATION, a Delaware corporation; CYCLONE MERGER SUB, INC., a Delaware corporation; and LUMOS PHARMA, INC., a Delaware corporationAgreement and Plan of Merger and Reorganization • September 30th, 2019 • Newlink Genetics Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of September 30, 2019, by and among NewLink Genetics Corporation, a Delaware corporation (“Parent”), Cyclone Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Lumos Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2021 • Lumos Pharma, Inc. • Pharmaceutical preparations • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 3, 2021 (the “Effective Date”), by and between Lumos Pharma, Inc. (the “Company”), and Dr. David Karpf (“Executive”) (collectively, the “Parties”, each a “Party”).
ContractStock Option Agreement • March 18th, 2020 • Newlink Genetics Corp • Pharmaceutical preparations • Delaware
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2014 • Newlink Genetics Corp • Pharmaceutical preparations • Iowa
This Employment Agreement (the “Agreement”) is made as of this 11th day of March, 2014, by and between NewLink Genetics Corporation (the “Company”), and Carl Langren (“Executive”) (collectively, the “Parties”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 8th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Pennsylvania
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into by and between LANKENAU INSTITUTE FOR MEDICAL RESEARCH (“LIMR”) and NEWLINK GENETICS CORPORATION (“NewLink”) for the licensing of certain intellectual property rights to NewLink, effective on this day of October, 2007 (the “Effective Date”).
NewLink Genetics Corporation Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 6th, 2015 • Newlink Genetics Corp • Pharmaceutical preparations • Iowa
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), NewLink Genetics Corporation (the “Company”) has awarded you (“Participant”) a Restricted Stock Unit Award (the “Award”) pursuant to Section 7(b) of the Company’s 2010 Non-Employee Director Stock Award Plan, as amended (the “Plan”) for the number of Restricted Stock Units/shares indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or the Grant Notice shall have the same meanings given to them in the Plan. The terms of your Award, in addition to those set forth in the Grant Notice, are as follows.
NEWLINK GENETICS CORPORATIONNewlink Genetics Corp • December 21st, 2010
Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, NEWLINK GENETICS CORPORATION (the "Company") has granted you an option under its 2009 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and BIOPROTECTION SYSTEMS CORPORATION for “Recombinant Yellow Fever Virus as a Vaccine Vector” [*]Exclusive License Agreement • November 8th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • California
This license agreement (“Agreement”) is made effective this 29th day of July, 2008 (“Effective Date”), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”), and acting through its Office of Technology Management, University of California San Francisco (“UCSF”), 185 Berry Street, Suite 4603, San Francisco, California 94107, and BioProtection Systems Corporation, a Delaware corporation, having a principal place of business at 2901 South Loop Drive, Suite 3360, Ames, Iowa 50010-8646 (“Licensee”).
ContractStock Subscription Agreement • May 8th, 2019 • Newlink Genetics Corp • Pharmaceutical preparations • Georgia
THIS LICENSE AGREEMENT is made and entered into as of this 13 day of September, 2005, by and between the MEDICAL COLLEGE OF GEORGIA RESEARCH INSTITUTE, INC., a nonprofit Georgia corporation with offices located in the Medical College of Georgia, 1462 Laney Walker Blvd, Room CA-2125, Augusta, Georgia 30912-4810 (hereinafter referred to as “MCGRI”) and NEWLINK GENETICS CORPORATION, a Delaware corporation with corporate headquarters located at 2901 South Loop Drive Suite 3900, Ames, Iowa 50010 (hereinafter referred to as “LICENSEE”).
May 7, 2007 Dr. Charles Link NewLink Genetics Corporation Suite 3900 Ames, IA 50010 USAResearch and Development Agreement • October 4th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • District of Columbia
Re: Letter of Intent for a Cooperative Research and Development Agreement #02166 NCI Principal Investigators: Drs. Sherry S. Ansher, Lee Jia and Howard Streicher Collaborator Investigators: Drs. Charles Link and Nicholas Vahanian
LICENSE AGREEMENT BETWEEN NEWLINK GENETICS AND DREXEL UNIVERSITY EFFECTIVE AS OF OCTOBER 13th, 2004License Agreement • November 8th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Delaware
This License Agreement (this “Agreement”) is made on October, 13th, 2004, by and between Drexel University, a Pennsylvania nonprofit corporation, with offices located at 3201 Arch Street, Suite 100, Philadelphia, Pennsylvania 19104 (“DREXEL”), and NewLink Genetics Corporation, a Delaware for-profit corporation (“LICENSEE”), with its principal offices at Iowa State University Research Park, 2901 South Loop Drive, Suite 3900. This Agreement is effective as of October, 13th, 2004 (the “Effective Date”).
WARRANT AGREEMENTCommon Stock Warrant Agreement • June 25th, 2015 • Newlink Genetics Corp • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between NEWLINK GENETICS CORPORATION, a Delaware corporation (the “Company”) and, a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ContractLicense Agreement • November 8th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • British Columbia
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
WARRANT AGREEMENTDebt Securities Warrant Agreement • June 25th, 2015 • Newlink Genetics Corp • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between NEWLINK GENETICS CORPORATION, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
LICENSE AGREEMENTLicense Agreement • November 3rd, 2016 • Newlink Genetics Corp • Pharmaceutical preparations • Georgia
This License Agreement (the “Agreement”) is made and entered into effective as of March 15, 2016 (the “Effective Date”), by and between Augusta University Research Institute, Inc., a non-profit Georgia corporation having a place of business at 1120 15th Street, Augusta, GA 30912 (“AURI”) and NewLink Genetics Corporation, a Delaware corporation having a place of business at 2503 South Loop Drive, Ames, Iowa 50010 (“NewLink”). NewLink and AURI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONTRACT AMENDMENTNewlink Genetics Corp • September 14th, 2011 • Pharmaceutical preparations
THIS CONTRACT AMENDMENT is made by and between the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, (hereafter “Department” or “IDED”), 200 East Grand Avenue, Des Moines, Iowa 50309, an agency of the State of Iowa and NewLink Genetics Corporation (hereafter “Business”), a Delaware corporation, 2901 South Loop Drive, Suite 3900, Ames, Iowa 50010.
LICENSE AGREEMENT BETTWEEN LANKENAU INSTITUTE FOR MEDICAL RESEARCH AND NEWLINK GENETICS CORPORATIONLicense Agreement Bettween Lankenau Institute • October 4th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Pennsylvania
This License Agreement between Lankenau Institute for Medical Research (“LIMR” or “Institute”) and NewLink Genetics Corporation. (“NewLink” or “Company”) (referred to as “Agreement”) for the licensing of certain intellectual property rights to NewLink is made on this 7th day of July, 2005 (“Effective Date”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • Newlink Genetics Corp • Pharmaceutical preparations
This First Amendment to Employment Agreement (the “Amendment”) is made as of this 13th day of August, 2013, by and between NewLink Genetics Corporation (the “Company”), and Charles J. Link (“Executive”) (collectively, the “Parties”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • Newlink Genetics Corp • Pharmaceutical preparations
This First Amendment to Employment Agreement (the “Amendment”) is made as of this 13th day of August, 2013, by and between NewLink Genetics Corporation (the “Company”), and Jay Ramsey (“Executive”) (collectively, the “Parties”).
Research Services AgreementResearch Services Agreement • November 3rd, 2016 • Newlink Genetics Corp • Pharmaceutical preparations • Georgia
This Research Services Agreement (“Agreement”) is between Augusta University Research Institute, Inc. (“AURI”) a non-profit research and educational corporation, located at Augusta University (“University”), with principal offices at 1120 15th Street, Augusta, Georgia 30912-4810, and NewLink Genetics Corporation, with its principal offices at 2901 South Loop Drive, Ames, Iowa 50010 ("NewLink"). The parties may be referred to individually as “Party” and collectively as the “Parties.” David H. Munn, M.D., shall serve as principal investigator (“PI”) on behalf of AURI.
LICENSE AGREEMENT BETWEEN CENTRAL IOWA HEALTH SYSTEM AND NEWLINK GENETICS CORPORATIONLicense Agreement • November 8th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Iowa
THIS LICENSE AGREEMENT (the “Agreement”), by and between CENTRAL IOWA HEALTH SYSTEM, a not-for-profit corporation, organized and existing under the laws of the state of Iowa (“CIHS”), and NEWLINK GENETICS CORPORATION, a Delaware corporation, having a principal place of business at 2901 S. Loop Drive, Ames, Iowa, 50010 (“NEWLINK”) is effective as of the 2nd day of August, 2001(the “Effective Date”). CIHS and NEWLINK are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT BETWEEN CENTRAL IOWA HEALTH SYSTEM AND NEWLINK GENETICS CORPORATIONLicense Agreement • February 28th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Iowa
THIS LICENSE AGREEMENT (the “Agreement”), by and between CENTRAL IOWA HEALTH SYSTEM, a not-for-profit corporation, organized and existing under the laws of the state of Iowa (“CIHS”), and NEWLINK GENETICS CORPORATION, a Delaware corporation, having a principal place of business at 2901 S. Loop Drive, Ames, Iowa, 50010 (“NEWLINK”) is effective as of the 2nd day of August, 2001(the “Effective Date”). CIHS and NEWLINK are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT AMENDMENTLicense Agreement • December 21st, 2010 • Newlink Genetics Corp
Inasmuch as NewLink Genetics Corporation of Ames, Iowa, and the Medical College of Georgia Research Institute of Augusta Georgia, have a valid and existing License Agreement related to the use of [*] dated September 13, 2005;
WARRANT AGREEMENTPreferred Stock Warrant Agreement • June 25th, 2015 • Newlink Genetics Corp • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between NEWLINK GENETICS CORPORATION, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
HER MAJESTY THE QUEEN IN RIGHT OF CANADA, as represented by the Minister of Health, acting through the Public Health Agency of Canada (“Canada”)License Agreement • October 4th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Ontario
NOW THEREFORE in consideration of the premises, the terms and conditions hereinafter contained and other good and valuable consideration, the receipt of which is hereby acknowledged by each party, the Parties hereto covenant and agree as follows:
NEWLINK GENETICS CORPORATION [ ],000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • New York
This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between NewLink Genetics Corporation, a Delaware corporation (the “Company”), Stifel, Nicolaus & Company Incorporated (“Stifel”) and Canaccord Genuity Inc. (“Canaccord”), as representatives of a group of underwriters (the “Underwriters”), and the other parties thereto (if any) to be named therein, relating to a proposed underwritten public offering of common stock (the “Common Stock”) of the Company.
Office of the Chief Science Officer Mail Stop: 6502A Ottawa, Ontario K1A OK9 Canada July 31, 2014 Dr. Nick Vahanian BioProtection Systems Corporation, Iowa State University Research Park Ames, Iowa, 50010 USA Dear Dr. Vahanian, Re: Amendment to the...Newlink Genetics Corp • November 10th, 2014 • Pharmaceutical preparations
Canada and BioProtection Systems Corporation (BPSC) have executed a License Agreement dated May 04, 2010, under which Canada granted a license to BPS to commercialize the technology developed by Canada known as the recombinant vesicular stomatitis virus vaccine for viral hemorrhagic fevers (rVSV). For greater clarity, the Parties hereby agree to amend the License Agreement to define the scope of the “Licensed Rights” as follows:
ContractLicense Agreement • November 8th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
