Precision Biosciences Inc Sample Contracts
Precision BioSciences, Inc. 35,971,224 Shares of Common Stock, par value $0.000005 per share Underwriting AgreementUnderwriting Agreement • June 22nd, 2022 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • New York
Precision BioSciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 35,971,224 shares of common stock, par value $0.000005 per share (“Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
PRECISION BIOSCIENCES, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2019 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2019 between Precision BioSciences, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • June 1st, 2020 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • New York
COMMON STOCK PURCHASE WARRANT Precision BioSciences, Inc.Common Stock Purchase Warrant • March 1st, 2024 • Precision Biosciences Inc • Biological products, (no disgnostic substances)
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 the date hereof (the “Issue 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 Precision BioSciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.000005 par value per share, of the Company (“Common Stock”). 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registe
LEASE AGREEMENTLease Agreement • March 1st, 2019 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
THIS LEASE AGREEMENT (this “Lease”) is made this 29th day of March, 2018, between ARE-NC REGION NO. 17, LLC, a Delaware limited liability company (“Landlord”), and ELO LIFE SYSTEMS, INC., a Delaware corporation (“Tenant”).
PRECISION BIOSCIENCES, INC. INDENTURE Dated as of ______________, 20_____ TrusteeIndenture • June 9th, 2023 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • New York
Indenture dated as of _____________, 20____ between Precision BioSciences, Inc., a company incorporated under the laws of Delaware (“Company”), and [__________] (“Trustee”).
PRECISION BIOSCIENCES, INC. ELO LIFE SYSTEMS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 20th, 2019 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of May 15, 2019, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and Precision Biosciences, Inc., a Delaware corporation (“Parent”), and Elo Life Systems, Inc., a Delaware corporation (“ELO” and together with Parent, individually and collectively, jointly and severally, “Borrower”).
LEASE BIOPOINT INNOVATION LABS DURHAM TW ALEXANDER, LLC, a Delaware limited liability company as Landlord, and PRECISION BIOSCIENCES, INC., a Delaware corporation, as Tenant.Lease • March 1st, 2019 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between DURHAM TW ALEXANDER, LLC, a Delaware limited liability company (“Landlord”), and PRECISION BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2022 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 15, 2022, between Precision BioSciences, Inc., a Delaware corporation (the “Company”), and Novartis Pharma AG, a corporation organized and existing under the laws of Switzerland, with its principal business office located at Lichtstrasse 35, CH-4056 Basel, Switzerland (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined below).
Executive EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 23rd, 2024 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This Executive Employment Agreement (the “Agreement”) is made and entered into as of this 22nd day of January, 2024 (the “Effective Date”), by and between Precision BioSciences, Inc. (the “Company”), and Michael Amoroso (“Executive”). The Company and Executive are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
LEASE BIOPOINT INNOVATION LABS DURHAM TW ALEXANDER, LLC, a Delaware limited liability companyLease Agreement • March 15th, 2022 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between DURHAM TW ALEXANDER, LLC, a Delaware limited liability company (“Landlord”), and PRECISION BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
Precision BioSciences, Inc. 2,500,000 Shares of Common Stock, par value $0.000005 per share and Warrants to Purchase 2,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 1st, 2024 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • New York
Precision BioSciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Guggenheim Securities LLC (the “Underwriter”) an aggregate of (i) 2,500,000 shares of common stock, par value $0.000005 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and (ii) warrants to purchase up to 2,500,000 shares of Common Stock in the form set forth in Exhibit A hereto (the “Underwritten Warrants” and, together with the Underwritten Shares, the “Underwritten Securities”). In addition, at the option of the Underwriter, up to (i) 375,000 additional shares of Common Stock (the “Option Shares” and, collectively with the Underwritten Shares, the “Shares”) and (ii) additional Warrants to purchase an aggregate of 375,000 of Common Stock (the “Option Warrants” and, collectively with the Underwritten Warrants, the “Warrants”). The Underwritten Securities, and if and to the extent such option is exercised, the Option Shares, including the Warrant Shares (as defined b
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2019 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into as of this 27th day of February, 2019 (the “Effective Date”), by and between Precision BioSciences, Inc. (the “Company”), and David Thomson (“Executive”). The Company and Executive are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Precision BioSciences, Inc. Unaudited Pro Forma Condensed Consolidated Financial StatementsAsset Purchase Agreement • August 21st, 2023 • Precision Biosciences Inc • Biological products, (no disgnostic substances)
On August 15, 2023, Precision BioSciences, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Imugene Limited, an Australian corporation (“Imugene Limited”), and its wholly owned subsidiary Imugene (USA) Inc. (“Imugene US”), a Nevada corporation (collectively, “Imugene”). Pursuant to and simultaneously with the execution of the Purchase Agreement, on August 15, 2023 (the “Closing Date”), Imugene US acquired the manufacturing infrastructure to the Company’s CAR T program that uses azer-cel for the potential treatment of relapsed or refractory non-Hodgkin lymphoma, which includes the Company’s MCAT facility, certain contracts of the Company with respect to the MCAT facility and the Company’s azer-cel program, including the lease to the MCAT facility, and related equipment, supplies, azer-cel clinical trial inventory and other assets related to the Company’s CAR T cell therapy platform (the “Acquisition").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 3rd, 2025 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This Executive Employment Agreement (the “Agreement”) is made and entered into as of this 26th day of August, 2025 (the “Effective Date”), by and between Precision BioSciences, Inc. (the “Company”), and John Alexander Kelly (“Executive”). The Company and Executive are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 12th, 2026 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This Executive Employment Agreement (the “Agreement”) is made and entered into as of this 26th day of August, 2025 (the “Effective Date”), by and between Precision BioSciences, Inc. (the “Company”), and James Jefferson Smith (“Executive”). The Company and Executive are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
LEASE AGREEMENT BY AND BETWEEN VENABLE TENANT, LLC, as Landlord AND PRECISION BIOSCIENCES, INC., as TenantLease Agreement • March 27th, 2024 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 12th, 2025 • Precision Biosciences Inc • Biological products, (no disgnostic substances)
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 the date hereof (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on November 12, 2030, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Precision BioSciences, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.000005 par value per share, of the Company (“Common Stock”). 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).
LEASE BIOPOINT INNOVATION LABS DURHAM TW ALEXANDER, LLC, a Delaware limited liability companyLease • March 18th, 2021 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between DURHAM TW ALEXANDER, LLC, a Delaware limited liability company (“Landlord”), and PRECISION BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
Certain information marked as [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential CONSULTING AGREEMENTConsulting Agreement • November 10th, 2021 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This CONSULTING AGREEMENT (“Agreement”) is made by and between Precision BioSciences, Inc., a Delaware corporation having a place of business at 302 East Pettigrew Street, Dibrell Building, Suite A-100, Durham, NC 27701 (“Company”), and Dr. David Thomson, an individual having an address at [***] as of July 2, 2021 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENTExecutive Employment Agreement • November 8th, 2022 • Precision Biosciences Inc • Biological products, (no disgnostic substances)
This Executive Employment Agreement Amendment (the “Amendment”) is made as of November 7, 2022, by and among Precision BioSciences, Inc. (the “Company”) and the individual whose name appears on the signature page hereto (the “Executive”). Except as set forth in this Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
PRECISION BIOSCIENCES, INC. ELO LIFE SYSTEMS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2023 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of May 15, 2019, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and Precision Biosciences, Inc., a Delaware corporation (“Parent”), and Elo Life Systems, Inc., a Delaware corporation (“ELO” and together with Parent, individually and collectively, jointly and severally, “Borrower”).
PRECISION BIOSCIENCES, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2024 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of July 31, 2024, by and between Banc of California, a California state-chartered bank (“Bank”) and PRECISION BIOSCIENCES, INC. (“Borrower”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • November 12th, 2025 • Precision Biosciences Inc • Biological products, (no disgnostic substances)
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 the date hereof (the “Issue Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Precision BioSciences, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.000005 par value per share, of the Company (“Common Stock”). 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).
DEVELOPMENT AND COMMERCIAL LICENSE AGREEMENT By and Among BAXALTA INCORPORATED, BAXALTA US INC., BAXALTA GMBH, and PRECISION BIOSCIENCES, INC.Development and Commercial License Agreement • March 13th, 2019 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • New York
This DEVELOPMENT AND COMMERCIAL LICENSE AGREEMENT (together with the exhibits and schedules hereto, as may be amended pursuant hereto, collectively, this “Agreement”) is entered into on this 24th day of February, 2016 (the “Effective Date”), by and among BAXALTA INCORPORATED, a Delaware corporation with its principal place of business at 1200 Lakeside Drive, Bannockburn, IL 60015 (“BI”), BAXALTA US INC., a Delaware corporation with its principal place of business at 1200 Lakeside Drive, Bannockburn, IL 60015 (“BUSI”), BAXALTA GMBH, a company organized under the laws of Switzerland with its principal place of business at Postfach 8010, Zurich, Switzerland (“BGMBH” and, together jointly and severally with BI and BUSI, collectively, “Baxalta”), and PRECISION BIOSCIENCES, INC., a Delaware corporation with its principal place of business at 302 E Pettigrew St A-100, Durham, NC 27701 (“Precision”). Baxalta and Precision may each be referred to herein individually as a “Party” and collectivel
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2024 • Precision Biosciences Inc • Biological products, (no disgnostic substances)
This Eighth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 21, 2024, by and between Banc of California, a California state-chartered bank (formerly known as Pacific Western Bank) (“Bank”) and PRECISION BIOSCIENCES, INC. (“Precision” or “Borrower”).
COLLABORATION AND LICENSE AGREEMENT between GILEAD SCIENCES, INC. and PRECISION BIOSCIENCES, INC. Dated as of September 10, 2018Collaboration and License Agreement • March 13th, 2019 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • New York
This Collaboration and License Agreement (the “Agreement”) is made and entered into effective as of September 10, 2018 (the “Effective Date”) by and between Gilead Sciences, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 333 Lakeside Drive, Foster City, California 94404 (“Gilead”), and Precision Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 302 East Pettigrew St., Suite A-100, Durham, North Carolina 27701 (“Precision”). Gilead and Precision are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
NINTH AMENDMENT TO LEASE AGREEMENTLease Agreement • November 10th, 2020 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
THIS NINTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 31st day of August, 2020 (the “Effective Date”) by and between VENABLE HISTORIC, LLC, a Delaware limited liability company (“Landlord”), and PRECISION BIOSCIENCES, INC., a Delaware corporation (“Tenant”), with respect to the following recitals:
CONSULTING AGREEMENTConsulting Agreement • November 3rd, 2025 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This CONSULTING AGREEMENT (“Agreement”) is made by and between Precision BioSciences, Inc., a Delaware corporation having a place of business at 302 East Pettigrew Street, Dibrell Building, Suite A-100, Durham, NC 27701 (“Company”), and Dr. Stanley R. Frankel, MD, an individual having an address at [***] (the “Independent Contractor”) as of June 23, 2025 (the “Effective Date”).
Transition and Separation AgreementTransition and Separation Agreement • April 6th, 2021 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina
This Transition and Separation Agreement (“Agreement”) is made as of April 1, 2021 (the “Notice Date”), by and between Precision BioSciences, Inc. (the “Company”) and Matthew Kane (the “Executive”) (collectively referred to as the “parties” or individually referred to as a “party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
AMENDMENT NO. 1 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 15th, 2020 • Precision Biosciences Inc • Biological products, (no disgnostic substances)
This Amendment No. 1 to Collaboration and License Agreement (this "Amendment"), effective as of March 10, 2020 ("Amendment Effective Date"), amends that certain Collaboration and License Agreement, effective September 10, 2018 (the "CLA"), by and between Gilead Sciences, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal plate of business at 333 Lakeside Drive, Foster City, California 94404 ("Gilead"), and Precision Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 302 East Pettigrew St., Suite A-100, Durham, North Carolina 27701 ("Precision"). Gilead and Precision are sometimes referred to herein individually as a "Party" and collectively as the "Parties." All capitalized terms not otherwise defined in this Amendment shall have the meaning set forth in the CLA.
amended and restated DEVELOPMENT AND LICENSE AGREEMENT between PREVAIL THERAPEUTICS INC. and PRECISION BIOSCIENCES, INC.Development and License Agreement • July 6th, 2023 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • New York
This Amended and Restated Development and License Agreement (“Agreement”) entered into as of June 30, 2023 (the “A&R Execution Date”), by and between Precision BioSciences, Inc., a corporation organized and existing under the laws of Delaware, having an address at 302 East Pettigrew St., Suite A-100, Durham, North Carolina 27701, U.S.A. (“Precision”), and Prevail Therapeutics Inc., a corporation organized and existing under the laws of Delaware, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Prevail”), as successor in interest to Eli Lilly and Company (“Lilly”), amends, restates and supersedes in its entirety (except as expressly set forth herein) that certain Development and License Agreement, entered into as of November 19, 2020 (the “Execution Date”), and effective January 6, 2021 (the “Effective Date”), by and between Prevail (as successor in interest to Lilly) and Precision, as previously amended by the First Amendment t
Precision BioSciences, Inc. 10,815,000 Shares of Common Stock, par value $0.000005 per share, Pre-Funded Warrants to Purchase up to 1,400,000 Shares of Common Stock and Warrants to Purchase up to 6,107,500 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 12th, 2025 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • New York
Precision BioSciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Guggenheim Securities, LLC (the “Underwriter”) an aggregate of (i) 10,815,000 shares of common stock, par value $0.000005 per share (“Common Stock”), of the Company (the “Shares”), (ii) pre-funded warrants to purchase up to 1,400,000 shares of Common Stock in the form set forth in Exhibit A hereto (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to 6,107,500 shares of Common Stock in the form set forth in Exhibit B hereto (the “Warrants” and, together with the Pre-Funded Warrants and the Shares, the “Securities”). Each Share or Pre-Funded Warrant is being sold together with one half of one Warrant to purchase one share of Common Stock at an exercise price of $7.25 per whole share of Common Stock. The Shares, Pre-Funded Warrants, and Warrants are collectively referred to herein as the “Securities.” The shares of Common Stock of the Company to be outstanding after giving effec
Certain information marked as [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. LICENSE AGREEMENT by and among TG THERAPEUTICS, INC., TG CELL THERAPY, INC....License Agreement • March 27th, 2024 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • New York
This License Agreement (“Agreement”) is entered into as of January 7, 2024 (the “Effective Date”), by and among Precision BioSciences, Inc., a corporation organized and existing under the laws of Delaware, having an address at 302 East Pettigrew St., Suite A-100, Durham, North Carolina 27701 (“Precision”), TG Cell Therapy, Inc., a corporation organized and existing under the laws of Delaware, with its principal business office located at 3020 Carrington Mill Blvd, Suite 475, Morrisville, North Carolina 27560 (“TGTX”), and, with respect to Sections 8.14 and 15.18 (including the other sections or subsections referred to therein or applicable thereto), TG Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, with its principal business office located at 3020 Carrington Mill Blvd, Suite 475, Morrisville, North Carolina 27560 (“TGTX Parent”). TGTX and Precision are each hereafter referred to individually as a “Party” and together as the “Parties.”
AMENDMENT NO. 5 TO DEVELOPMENT AND COMMERCIAL LICENSE AGREEMENTDevelopment and Commercial License Agreement • November 12th, 2019 • Precision Biosciences Inc • Biological products, (no disgnostic substances)
AGREEMENT (this "Amendment"), effective as of September 18, 2019, amends that certain Development and Commercial License Agreement, effective February 24, 2016 (as previously amended by that certain Amendment No. 1 to Development and Commercial License Agreement, effective as of February 24, 2017, that certain Amendment No. 2 to Development and Commercial License Agreement, effective as of August 21, 2017, that certain Amendment No. 3 to Development and Commercial License Agreement, effective as of February 5, 2018, and that certain Amendment No. 4 to Development and Commercial License Agreement, effective as of May 23, 2018, the "DCLA"), by and among BAXALTA INCORPORATED, a Delaware corporation with its principal place of business at 1200 Lakeside Drive, Bannockburn, IL 60015 ("BI"), BAXALTA US INC., a Delaware corporation with its principal place of business at 1200 Lakeside Drive, Bannockburn, IL 60015 ("BUSI"), BAXALTA GMBH, a company organized under the laws of Switzerland with it