INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2021 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____________ between Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
LYELL IMMUNOPHARMA, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • February 29th, 2024 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Lyell Immunopharma, Inc., 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”).
LYELL IMMUNOPHARMA, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • February 29th, 2024 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Lyell Immunopharma, Inc., 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”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 25th, 2021 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of March, 2020 by and among Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Lyell Immunopharma, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • June 9th, 2021 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • New York
Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 25,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock,” and such shares, the “Firm Shares”) and, at the election of the Underwriters, up to 3,750,000 additional shares (the “Optional Shares”) of Common Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
LYELL IMMUNOPHARMA, INC. SALES AGREEMENTSales Agreement • February 29th, 2024 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • New York
Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“TD Cowen”), as follows:
COLLABORATION AND LICENSE AGREEMENT BETWEEN Lyell Immunopharma, Inc. AND GlaxoSmithKline Intellectual Property (No. 5) Limited May 23, 2019Collaboration and License Agreement • June 9th, 2021 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • Delaware
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of May 23, 2019 (the “Execution Date”) and with effect (subject to Section 17.16) as of the Effective Date (as defined below), by and between LYELL IMMUNOPHARMA, INC., a corporation organized under the laws of Delaware, having its principal place of business at 400 E. Jamie Ct., Suite 301, South San Francisco, CA 94080 (“Lyell”), and GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 5) LIMITED, a company registered in England and Wales (registered number 11959399) with a registered office at 980 Great West Road, Brentford, Middlesex TW8 9GS, United Kingdom (“GSK”) and, [*]. Lyell and GSK are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Second Amendment to the Collaboration and License Agreement between Lyell Immunopharma, Inc. and GlaxoSmithKline Intellectual Property (No.5) Limited [*]License Agreement • March 29th, 2022 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • Delaware
This Second Amendment to the Collaboration and License Agreement (the “Second Amendment”) is dated as of 16th December 2021 (the “2nd Amendment Effective Date”), by and between Lyell Immunopharma, Inc. having a principal office at 201 Haskins Way, South San Francisco, California 94080, USA (“Lyell”) and GlaxoSmithKline Intellectual Property (No.5) Limited, a company registered in England and Wales (registered number 11959399) with a registered office at 980 Great West Road, Brentford, Middlesex TW8 9GS, United Kingdom (“GSK”). Lyell and GSK are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
LEASE by and between BMR-500 FAIRVIEW AVENUE LLC, a Delaware limited liability company, as Landlord, and LYELL IMMUNOPHARMA, INC., a Delaware corporation, as TenantLease • May 25th, 2021 • Lyell Immunopharma, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 27th day of November, 2018 (the “Execution Date”), by and between BMR-500 FAIRVIEW AVENUE LLC, a Delaware limited liability company, as landlord (“Landlord”), and LYELL IMMUNOPHARMA, INC., a Delaware corporation, as tenant (“Tenant”).
RELEASE AND SEPARATION AGREEMENTRelease and Separation Agreement • August 8th, 2023 • Lyell Immunopharma, Inc. • Pharmaceutical preparations
This Release and Separation Agreement (this “Agreement”) is made and entered into by and between Lyell Immunopharma, Inc. (the “Company”), and the undersigned employee (“Employee”). All capitalized terms used in this Agreement that are not defined herein shall have the same respective meanings as set forth in the Lyell Immunopharma, Inc. Officer Severance Plan, effective July 29, 2019, and amended and restated as of February 11, 2022 (the “Severance Plan”).
LICENSE AGREEMENTLicense Agreement • May 25th, 2021 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • California
THIS LICENSE AGREEMENT (this “Agreement”) dated as of January 29, 2019 (the “Effective Date”), is entered into between Lyell Immunopharma, Inc., a Delaware corporation (“Lyell”), having an address at 500 Fairview Avenue N, Suite 5000, Seattle, WA 98109, and The Board of Trustees of the Leland Stanford Junior University, an institution of higher education having powers under the laws of the State of California (“Stanford”), having an address at Building 170, 3rd Floor, Main Quad, P.O. Box 20386, Stanford, CA 94305-2038.
SEVERANCE WAIVERSeverance Waiver • May 10th, 2022 • Lyell Immunopharma, Inc. • Pharmaceutical preparations
THIS SEVERANCE WAIVER (the “Agreement”) is made and entered into by and between Stephen Hill (“Executive”) and Lyell Immunopharma, Inc. (the “Company”), effective as of April 19, 2022.
