4,421,053 Shares and Pre-Funded Warrants to Purchase 257,310 Shares Fate Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2021 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • New York
The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply:
FATE THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 201[●] Senior Debt SecuritiesIndenture • August 15th, 2017 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Fate Therapeutics, Inc. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • November 21st, 2018 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Fate Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
] Shares FATE THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • New York
OPEN MARKET SALE AGREEMENTSMFate Therapeutics Inc • November 8th, 2023 • Biological products, (no disgnostic substances) • New York
6,000,000 Shares Fate Therapeutics, Inc. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT May 20, 2015Underwriting Agreement • May 21st, 2015 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • New York
FATE THERAPEUTICS, INC. FORM OF [DIRECTOR][OFFICER] INDEMNIFICATION AGREEMENTIndemnification Agreement • August 29th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Fate Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2014 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 30, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and FATE THERAPEUTICS, INC., a Delaware corporation (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement by and between Bank and Borrower dated as of January 5, 2009 (the “Original Agreement”) and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
9,525,000 Shares Fate Therapeutics, Inc. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2017 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • New York
ContractFate Therapeutics Inc • August 14th, 2017 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractFate Therapeutics Inc • August 14th, 2013 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and FATE THERAPEUTICS, INC., a Delaware corporationLicense Agreement • February 24th, 2021 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • California
This License Agreement is entered into and made effective as of this 13th day of July, 2009 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and Fate Therapeutics, Inc., a Delaware corporation (“Licensee”), each located at the respective address set forth in Section 14.17 below, with respect to the facts set forth below.
ContractFate Therapeutics Inc • August 5th, 2014 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LEASE AGREEMENTLease Agreement • August 14th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this 3 day of December, 2009, between ARE-3535/3565 GENERAL ATOMICS COURT, LLC, a Delaware limited liability company (“Landlord”), and FATE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 5th, 2020 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of April 2, 2020 (the “Effective Date”), by and between Fate Therapeutics, Inc., a Delaware corporation (the “Company”), having its principal place of business at 3535 General Atomics Court, Suite 200, San Diego, CA 92121, and Johnson & Johnson Innovation – JJDC, Inc., a New Jersey corporation (the “Purchaser”), having its principal place of business at 410 George Street, New Brunswick, New Jersey 08901.
EXCLUSIVE LICENSE AGREEMENTStock Purchase Agreement • August 14th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • California
This Exclusive License Agreement (the “Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and FATE THERAPEUTICS, INC. (“Fate”), a corporation having a principal place of business at 3535 General Atomics Court, Suite 200, San Diego, CA 92121, is effective on the 2nd day of May, 2013 (“Effective Date”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN CHILDREN’S MEDICAL CENTER CORPORATION AND FATE THERAPEUTICS, INC.Exclusive License Agreement • August 14th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
This Agreement is made and entered into as of the date last written below (the “Effective Date”), by and between CHILDREN’S MEDICAL CENTER CORPORATION, a charitable corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 300 Longwood Avenue, Boston, Massachusetts, 02115, U.S.A. (hereinafter referred to as “CMCC”), and FATE THERAPEUTICS, INC., a business corporation organized and existing under the laws of the state of Delaware and having its principal office at 10931 N. Torrey Pines Rd, Suite 107, La Jolla, CA 92037, U.S.A. (hereinafter referred to as “Licensee”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER FATE THERAPEUTICS, INC. INDUCEMENT EQUITY PLANRestricted Stock Unit Award Agreement • May 20th, 2016 • Fate Therapeutics Inc • Biological products, (no disgnostic substances)
Pursuant to the Fate Therapeutics, Inc. Inducement Equity Plan as amended through the date hereof (the “Plan”), Fate Therapeutics, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. For the avoidance of doubt, the Award is not issued under the Company’s 2013 Stock Option and Incentive Plan, and does not reduce the share reserve under such equity plan. This Award is granted as an “employment inducement award” pursuant to the exemption provided by Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc.
RESTATED LICENSE AGREEMENTLicense Agreement • August 14th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
The Ottawa Hospital Research Institute, with a business address of 725 Parkdale Avenue Ottawa, Ontario, K1Y 4E9, Canada (hereinafter “Licensor”)
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Stock Purchase Agreement • November 6th, 2015 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 4, 2015 (the “Effective Date”), by and between FATE THERAPEUTICS, INC., a Delaware corporation (the “Company”), having its principal place of business at 3535 General Atomics Court, Suite 200, San Diego, CA 92121, and JUNO THERAPEUTICS, INC., a Delaware corporation (the “Purchaser”), having its principal place of business at 307 Westlake Ave N, 300, Seattle, WA 98109.
Re: Fate Therapeutics, Inc. Employment AgreementEmployment Agreement • August 14th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • California
On behalf of Fate Therapeutics, Inc. (the “Company”), I am pleased to offer you the position of the Company’s President and Chief Executive Officer (“CEO”). The terms and conditions of your employment are set forth below.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 14th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Note Purchase Agreement (this “Agreement”) is entered into as of June 24, 2013, by and among Fate Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto, as amended from time to time.
FATE THERAPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 14th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of August 8, 2013, among Fate Therapeutics, Inc., a Delaware corporation (the “Company”), the stockholders and holders of the Notes (as defined below) listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”) and the stockholders and founders of the Company listed on Exhibit B hereto (each, a “Founder” and collectively, the “Founders”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Collaboration and License Agreement • November 6th, 2015 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (the “Agreement”), effective as of May 4, 2015 (the “Effective Date”), is made by and between Fate Therapeutics, Inc., a Delaware corporation, having a principal place of business at 3535 General Atomics Court, Suite 200, San Diego, CA 92121 (“Fate”), and Juno Therapeutics, Inc., a Delaware corporation, having a place of business at 307 Westlake Ave N, 300, Seattle, WA 98109 (“Juno”).
CONSULTING AGREEMENTConsulting Agreement • August 14th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • California
This Consulting Agreement (this “Agreement”) is made and entered into as of December 31, 2012 by and between Fate Therapeutics, Inc., a Delaware corporation (the “Company”), and John D. Mendlein (“Consultant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2024 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 19, 2024, is entered into by and between Fate Therapeutics, Inc., a Delaware corporation (the “Company”), and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A, as may be updated in accordance with Section 10(g) (individually, together with its permitted designees and assigns, the “Buyer” and collectively, the “Buyers”). Capitalized terms used herein are defined in-line or in Section 8 hereof.
FOURTH AMENDMENT TO LEASEFourth • March 3rd, 2016 • Fate Therapeutics Inc • Biological products, (no disgnostic substances)
This Fourth Amendment (the “Amendment”) to Lease is made as of March 2, 2015, by and between ARE-3535/3565 GENERAL ATOMICS COURT, LLC, a Delaware limited liability company (“Landlord”), and FATE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • June 20th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as of October 1, 2011 (“Effective Date”), by and between ARE-3535/3565 GENERAL ATOMICS COURT, LLC, a Delaware limited liability company (“Landlord”), and FATE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • August 8th, 2016 • Fate Therapeutics Inc • Biological products, (no disgnostic substances)
the Space Plan without submitting a Change Request. Landlord and the Tl Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the Tl Construction Drawings is consistent with the Space Plan, Tenant shall approve the Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the Tl Construction Drawings except as may be reasonably required in connection with the issuance of the Tl Permit (as defined in Section 3(b) below).
First Amendment to Restated License AgreementLicense Agreement • June 20th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
This First Amendment (hereafter, the “First Amendment”) amends the Restated License Agreement dated April 6, 2010 (the “Agreement”) between Fate Therapeutics (Canada) Inc. (successor to Verio Therapeutics, Inc. and herein referred to as “Fate Canada” or “Licensee”) and the Ottawa Hospital Research Institute (“OHRI” or “Licensor”), and shall be effective as of February 14, 2012 (the “First Amendment Date”). Licensee and Licensor shall each individually be referred to as a “Party”, and shall be referred to together as the “Parties”.
Re: Amendment to Employment Offer Letter dated September 17, 2007Letter Agreement • June 20th, 2013 • Fate Therapeutics Inc • Biological products, (no disgnostic substances)
This letter agreement amends that certain employment offer letter, dated September 17, 2007 (the “Offer Letter”), between you and Fate Therapeutics, Inc. (the “Company”). Capitalized terms used herein but not defined shall have the meanings assigned to them in the Offer Letter.
STOCK OPTION AGREEMENT UNDER FATE THERAPEUTICS, INC. INDUCEMENT EQUITY PLANStock Option Agreement • February 24th, 2021 • Fate Therapeutics Inc • Biological products, (no disgnostic substances)
Pursuant to the Fate Therapeutics, Inc. Inducement Equity Plan as amended through the date hereof (the “Plan”), Fate Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. For the avoidance of doubt, this Stock Option is not issued under the Company’s 2013 Stock Option and Incentive Plan, and does not reduce the share reserve under such equity plan. This Stock Option is granted as an “employment inducement award” pursuant to the exemption provided by Rule 5635(c)(4) of the Marketplace Rules of
Re: Collaboration and Option Agreement between Fate Therapeutics, Inc. (“Fate”) and Ono Pharmaceutical Co., Ltd. (“Ono”), dated September 14, 2018 (the “Agreement”)Fate Therapeutics Inc • February 24th, 2021 • Biological products, (no disgnostic substances)
As you know, Fate and Ono are conducting a research collaboration under the Agreement, pursuant to which (i) Fate is conducting research on Collaboration Candidate 1; and (ii) Ono and Fate are conducting research to enable Ono to determine the Ono Antigen Binding Domain for Collaboration Candidate 2, upon which determination the Ono Antigen Binding Domain will be incorporated into Collaboration Candidate 2 for further research and development of Collaboration Candidate 2 under the Agreement. Ono has exclusive options under the Agreement to obtain exclusive licenses to Collaboration Candidate 1 and Collaboration Candidate 2. Capitalized terms used but not defined in this letter will have the meanings given in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2016 • Fate Therapeutics Inc • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 21, 2016, by and among Fate Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
FATE THERAPEUTICS, INC. AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 5th, 2015 • Fate Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Amendment to the Amended and Restated Investor Rights Agreement (this “Amendment”), is made as of the 4th day of May 2015, by and among Fate Therapeutics, Inc., a Delaware corporation (the “Company”), the holders of shares of the Company’s common stock as set forth on signature pages hereto (the “Stockholders”) and Juno Therapeutics, Inc. (“Juno”) This amendment amends that certain Amended and Restated Investor Rights Agreement, dated as of August 8, 2013, by and among the Company and the parties named therein (the “Investor Rights Agreement”). All capitalized terms used but not defined herein shall have the meanings set forth in the Investor Rights Agreement unless otherwise provided.
