SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2020, between Vaccinex, Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and 3i, LP, as collateral agent (in such capacity, the “Collateral Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2023 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2023, between Vaccinex, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 3, 2021Vaccinex, Inc. • August 14th, 2020 • Pharmaceutical preparations • New York
THIS 7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 7% Original Issue Discount Senior Secured Convertible Debentures of Vaccinex, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1895 Mount Hope Avenue, Rochester, New York 14620, designated as its 7% Original Issue Discount Senior Secured Convertible Debenture due August 3, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
Vaccinex, Inc. Attention: Mr. Maurice Zauderer, Ph.D.Vaccinex, Inc. • October 4th, 2023 • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • March 27th, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • New York
Vaccinex, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
Shares VACCINEX, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
Vaccinex, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 27, 2020, is entered into by and between VACCINEX, INC., a Delaware corporation (the “Company”), and KEYSTONE CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
INDENTURE DATED AS OF , 20 BETWEEN VACCINEX, INC. as Issuer, AND as Trustee Providing for Issuance of Subordinated Debt Securities in SeriesIndenture • April 3rd, 2023 • Vaccinex, Inc. • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of , 20 , between VACCINEX, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and , as trustee (herein called the “Trustee”).
FORM OF COMMON STOCK PURCHASE WARRANT VACCINEX, INC.Vaccinex, Inc. • February 8th, 2024 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Vaccinex, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • August 14th, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of July 31, 2020 (this “Agreement”), is among Vaccinex, Inc., a Delaware corporation (the “Company”), each Additional Debtor from time to time party hereto (together with the Company, the “Debtors”) and 3i, LP, as collateral agent (in such capacity, the “Collateral Agent”) for the holders of the Company’s 7% Original Issue Discount Senior Secured Convertible Debentures due August 3, 2021, in the original aggregate principal amount of $8,640,000 (collectively, as amended, restated or otherwise modified from time to time, the “Debentures”), their endorsees, transferees and assigns (collectively, the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2020 • Vaccinex, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2020, between Vaccinex, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 3, 2021Vaccinex, Inc. • July 31st, 2020 • Pharmaceutical preparations • New York
THIS 7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 7% Original Issue Discount Senior Secured Convertible Debentures of Vaccinex, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1895 Mount Hope Avenue, Rochester, New York 14620, designated as its 7% Original Issue Discount Senior Secured Convertible Debenture due August 3, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2020 • Vaccinex, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 3, 2020, between Vaccinex, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
INDENTURE DATED AS OF , 20 BETWEEN VACCINEX, INC. as Issuer, AND as Trustee Providing for Issuance of Senior Debt Securities in SeriesIndenture • April 3rd, 2023 • Vaccinex, Inc. • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of , 20 , between VACCINEX, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and , as trustee (herein called the “Trustee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 22nd, 2023 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of September 20, 2023, by and among Vaccinex, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A (each an “Investor” and collectively the “Investors”).
FORM OF COMMON STOCK PURCHASE WARRANT VACCINEX, INC.Vaccinex, Inc. • April 1st, 2024 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 28, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 28, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Vaccinex, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2024 • Vaccinex, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 7, 2024, by and among Vaccinex, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A (each an “Investor” and collectively the “Investors”).
SECURITY AGREEMENTSecurity Agreement • July 31st, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of July 31, 2020 (this “Agreement”), is among Vaccinex, Inc., a Delaware corporation (the “Company”), each Additional Debtor from time to time party hereto (together with the Company, the “Debtors”) and 3i, LP, as collateral agent (in such capacity, the “Collateral Agent”) for the holders of the Company’s 7% Original Issue Discount Senior Secured Convertible Debentures due August 3, 2021, in the original aggregate principal amount of $8,640,000 (collectively, as amended, restated or otherwise modified from time to time, the “Debentures”), their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2024 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2024, between Vaccinex, Inc., a Delaware corporation (the “Company”), and Alzheimer’s Drug Discovery Foundation, a Delaware non-profit corporation (the “Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • March 27th, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2020 (the “Execution Date”), is entered into by and between VACCINEX, INC., a Delaware corporation (the “Company”), and KEYSTONE CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (the “Agreement”) is made effective as of the 29 day of December, 1998 (the “Effective Date”), by and between the UNIVERSITY OF ROCHESTER (“Rochester”), a New York education corporation, and VACCINEX, L.P., a for profit limited partnership organized under the laws of Georgia (“Vaccinex”).
CONFIDENTIAL GPEx®-DERIVED CELL LINE SALE AGREEMENTLine Sale Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This GPEx®-Derived Cell Line Sale Agreement (this “Agreement”) is made as of this 13th day of January, 2010 (“Effective Date”), by and between Vaccinex, Inc., a Delaware corporation, with a place of business at 1895 Mt. Hope Avenue, Rochester, NY, 14620 (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of October 4, 2016 (the “Effective Date”), is by and between Ares Trading S.A., Z.I de l’Ouriettaz, CH-1170 Aubonne, Switzerland (“Merck”), and Vaccinex, Inc., having a place of business at 1895 Mt. Hope Avenue, Rochester, NY 14620 (“Vaccinex”). Merck and Vaccinex are each referred to herein individually as “Party” and collectively as “Parties”.
CONFIDENTIAL GPEx® DEVELOPMENT AND MANUFACTURING AGREEMENTQuality Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
This GPEx® Development and Manufacturing Agreement (“Agreement”) is made as of January 13, 2010 (“Effective Date”), by and between Vaccinex, Inc., a with a place of business at 1895 Mt. Hope Avenue, Rochester, NY 14620, USA (“Vaccinex”) and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
WHEREAS certain of the Parties, together with VX Limited Partnership, an Ontario limited partnership (“VX LP”), VX Therapeutics Limited Partnership, a Delaware limited partnership (“VX1”), Vaccinex Products, LLC, a Delaware limited liability company (“Vaccinex Sub”), and FEZ Financial Corporation, an Ontario corporation, entered into a certain Exchange Agreement, dated as of June 18, 2012 (the “Prior Agreement”);
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2018 between Vaccinex, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”). This Agreement will become effective only upon the effectiveness of the Company’s registration statement on Form S-1 in connection with the Company’s initial public offering. This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
VACCINEX, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTIncentive Stock Option Agreement • April 13th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
This Option Agreement evidences the grant by Vaccinex, Inc. (“Vaccinex”), in accordance with the Vaccinex, Inc. 2001 Employee Equity Plan (the “Plan”), of an Incentive Stock Option (“ISO”) to (“Key Employee”) to purchase from Vaccinex shares of $0.0001 par value common stock of Vaccinex (the “Stock”) at an Option Price per share equal to $ . This ISO is granted effective as of (the “Grant Date”). Vaccinex intends that this ISO constitute an incentive stock option under § 422 of the Code.
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT VACCINEX, INC.Vaccinex, Inc. • February 7th, 2024 • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Vaccinex, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT VACCINEX, INC.Vaccinex, Inc. • April 1st, 2024 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alzheimer’s Drug Discovery Foundation or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 29, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 29, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Vaccinex, Inc., a Delaware corporation (the “Company”), up to 229,057 shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Separation AgreementSeparation Agreement • March 31st, 2021 • Vaccinex, Inc. • Pharmaceutical preparations • New York
Raymond E. Watkins (“Employee”) and Vaccinex, Inc. (“Company”) make this agreement (“Agreement”) for the Employee’s orderly separation from employment with the Company. Employee and the Company will be referred to herein collectively as the “Parties.”
VACCINEX, INC.Non-Qualified Stock Option Agreement • July 23rd, 2018 • Vaccinex, Inc. • Pharmaceutical preparations
Vaccinex, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock, par value $0.0001 per share (the “Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2018 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2024 • Vaccinex, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 29, 2024, by and between Vaccinex, Inc., a Delaware corporation (the “Company”), and Alzheimer’s Drug Discovery Foundation, a Delaware non-profit corporation (the “Investor”).
VX3 EXCHANGE AGREEMENTVx3 Exchange Agreement • March 13th, 2019 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
AND WHEREAS, as of the date hereof, the Investors set forth on Schedule A are all the limited partners of LP (the “Limited Partners”);
AGREEMENTVx3 Exchange Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (this “Agreement”) is entered into as of March 16, 2018, by and among VX3 (DE) LP, a Delaware limited partnership (“VX3”), VX 3 Inc., an Ontario corporation (“VX GP”), Vaccinex, Inc., a Delaware corporation (“Vaccinex”), and each of the other parties listed on the signature pages hereto (each, a “VX LP”). Each of the foregoing is referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
LICENSE AGREEMENT Dated as of November 6, 2017 by and between Vaccinex, Inc. and VX3 (DE) LPLicense Agreement • July 9th, 2018 • Vaccinex, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”), dated as November 6, 2017 (the “Effective Date”), is by and between Vaccinex, Inc., a Delaware corporation having an address at 1895 Mt. Hope Avenue, Rochester, New York, 14620 (“Transferor”), and VX3 (DE) LP, a Delaware limited partnership having an address at 200 Bay Street, Suite 3800, Royal Bank Plaza, South Tower, Toronto, Ontario, Canada M5J 2Z4 (“Transferee”). Transferor and Transferee may be referred to each individually as a “Party” or together as the “Parties.”
