19,500,000 Shares of Common Stock Immune Design Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2017 • Immune Design Corp. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 23rd, 2014 • Immune Design Corp. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2014, by and between Immune Design Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement and 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.
IMMUNE DESIGN CORP. Common Stock (par value $0.001 per share) SALES AGREEMENTSales Agreement • July 3rd, 2017 • Immune Design Corp. • Pharmaceutical preparations • New York
Immune Design Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
LEASE AGREEMENTLease Agreement • August 9th, 2016 • Immune Design Corp. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 1st day of January, 2016, between ARE-EASTLAKE AVENUE NO. 3, LLC, a Delaware limited liability company (“Landlord”), and IMMUNE DESIGN CORP., a Delaware corporation (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 9th, 2016 • Immune Design Corp. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019Agreement and Plan of Merger • February 21st, 2019 • Immune Design Corp. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
LICENSE AGREEMENTLicense Agreement • July 17th, 2014 • Immune Design Corp. • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT dated as of the 15th day of October, 2010 (the “Agreement”) is made between Immune Design Corp., a Delaware corporation having a place of business at 1124 Columbia Street, Suite 700, Seattle, Washington 98104 (“IDC’) and MedImmune, LLC, a Delaware limited liability company having its principal place of business at One MedImmune Way, Gaithersburg, Maryland 20878 (“MedImmune”).
IMMUNE DESIGN CORP.Incentive Stock Option Agreement • July 14th, 2014 • Immune Design Corp. • Pharmaceutical preparations
Immune Design Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.001 per share (the “Option”), to the optionee 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 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
IMMUNE DESIGN CORP.Non-Qualified Option Agreement • July 14th, 2014 • Immune Design Corp. • Pharmaceutical preparations
Immune Design Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.001 per share (the “Option”), to the optionee 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 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
LICENSE AGREEMENTLicense Agreement • July 17th, 2014 • Immune Design Corp. • Pharmaceutical preparations • New York
This license agreement (“Agreement”) is entered into this 16th day of January, 2013 (the “Effective Date”) between The University of North Carolina at Chapel Hill having an address at Campus Box 4105, 308 Bynum Hall, Chapel Hill, North Carolina, 27599-4105 (“University”) and Immune Design Corporation, a corporation organized and existing under the laws of the State of Delaware having its principal office/place of business at 1124 Columbia Street, Suite 700, Seattle, WA 98104 (“Licensee”).
IMMUNE DESIGN CORP.Restricted Stock Unit Agreement • May 10th, 2016 • Immune Design Corp. • Pharmaceutical preparations
Immune Design Corp., a Delaware corporation (the “Company”), hereby grants restricted stock units relating to the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to the Grantee named below. Additional terms and conditions of the grant are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, this “Agreement”), and in the Company’s 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 23rd, 2014 • Immune Design Corp. • Pharmaceutical preparations • Washington
This Amended and Restated License Agreement (the “Agreement”) is made as of November 5, 2010 (the “Restated Effective Date”), to be effective as of July 10, 2008 (except as otherwise specified herein as to provisions effective as of the Restated Effective Date), by and between the Infectious Disease Research Institute, a Washington not-for-profit corporation having a place of business at 1124 Columbia Street, Suite 400, Seattle, Washington 98104 (“IDRI”), and Immune Design Corp., a Delaware corporation having a place of business at 1124 Columbia Street, Suite 402, Seattle, Washington, 98104 (“Immune Design”). IDRI and Immune Design are herein referred to individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • June 23rd, 2014 • Immune Design Corp. • Pharmaceutical preparations • California
THIS AGREEMENT is effective as of the 1st day of January 2009 (the “Effective Date”), between CALIFORNIA INSTITUTE OF TECHNOLOGY, 1200 East California Boulevard, Pasadena, CA 91125 (“Caltech”) and Immune Design Corp. (“Licensee”), a Delaware corporation having a place of business at 1124 Columbia Street, Suite 700, Seattle, WA, 98104. Each of Caltech and Licensee may be referred to herein as a “Party” and both as “Parties.”
RETENTION BONUS PAYBACK AGREEMENTRetention Bonus • March 5th, 2019 • Immune Design Corp. • Pharmaceutical preparations
Immune Design Corp. (the “Company”) recognizes the importance of your continued contributions to our efforts and, as of November 7, 2018, is offering you a retention bonus of two hundred thousand dollars ($200,000) (the “Retention Bonus”), subject to the terms and conditions outlined below. Your receipt of this Retention Bonus is expressly contingent upon the Company’s receipt of this executed Payback Agreement.
SUBLEASE AGREEMENTLease Agreement • June 23rd, 2014 • Immune Design Corp. • Pharmaceutical preparations • Washington
This Sublease is made as of December 20, 2012, by and between THE BOARD OF REGENTS OF THE UNIVERSITY OF WASHINGTON, an agency of the State of Washington (“University”) and IMMUNE DESIGN CORP., a Delaware corporation (“IDC”).
LICENSE AGREEMENT BETWEEN IMMUNE DESIGN CORP. AND AVENTIS INC. DATED AS OF AUGUST 6, 2014License Agreement • November 9th, 2016 • Immune Design Corp. • Pharmaceutical preparations
THIS LICENSE AGREEMENT (this “Agreement”), dated as of August 6, 2014, is between IMMUNE DESIGN CORP., a company duly organized and existing under the laws of the State of Delaware, with a principal place of business at 601 Gateway Blvd, Suite 1020, South San Francisco, California, United States of America, for and on behalf of itself and its Affiliates (“IMDZ”), and Aventis Inc., a corporation organized and existing under the laws of Pennsylvania, having offices at 55 Corporate Drive in Bridgewater, New Jersey 08807, for and on behalf of itself and its Affiliates (“Sanofi”).
IMMUNE DESIGN CORP. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OCTOBER 16, 2013Investor Rights Agreement • April 24th, 2014 • Immune Design Corp. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 16th day of October, 2013, by and among Immune Design Corp., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
LICENSE AGREEMENTLicense Agreement • March 3rd, 2017 • Immune Design Corp. • Pharmaceutical preparations
THIS LICENSE AGREEMENT (this “Agreement”), dated as of October 17, 2016 (the “Execution Date”) and effective as of the Effective Date (as defined below), is entered into by and between Theravectys SA, a French société anonyme (“TVS”), and Immune Design Corp., a Delaware corporation (“IMDZ”) (with each of TVS and IMDZ being sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • March 31st, 2015 • Immune Design Corp. • Pharmaceutical preparations
This Second Amendment to Office Lease (this "Second Amendment") is entered into effective as of the 20th day of November, 2014 (the “Effective Date”), by and between BXP 601 & 651 GATEWAY CENTER LP, a Delaware limited partnership, formerly known as GATEWAY CENTER, LLC, a Delaware limited liability company ("Landlord"), and IMMUNE DESIGN CORP., a Delaware corporation ("Tenant").
ContractImmune Design Corp. • June 23rd, 2014 • Pharmaceutical preparations
*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
IMMUNE DESIGN CORP. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Equity Incentive • April 24th, 2014 • Immune Design Corp. • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Immune Design Corp. (the “Company”) has granted you an option under its 2008 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 Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
SECOND AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • February 16th, 2016 • Immune Design Corp. • Pharmaceutical preparations • Washington
This Second Amended and Restated License Agreement (this “Agreement”) is made as of December 23, 2015 (the “Second Restated Effective Date”), by and between the Infectious Disease Research Institute, a Washington not-for-profit corporation having a place of business at 1616 Eastlake Ave. E., Suite 400, Seattle, WA 98102 (“IDRI”), and Immune Design Corp., a Delaware corporation having a place of business at 1616 Eastlake Ave. E., Suite 310, Seattle, WA 98102 (“Immune Design”). IDRI and Immune Design are herein referred to individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT BETWEEN IMMUNE DESIGN CORP. AND AVENTIS INC. DATED AS OF AUGUST 6, 2014License Agreement • May 3rd, 2017 • Immune Design Corp. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”), dated as of August 6, 2014, is between IMMUNE DESIGN CORP., a company duly organized and existing under the laws of the State of Delaware, with a principal place of business at 601 Gateway Blvd, Suite 1020, South San Francisco, California, United States of America, for and on behalf of itself and its Affiliates (“IMDZ”), and Aventis Inc., a corporation organized and existing under the laws of Pennsylvania, having offices at 55 Corporate Drive in Bridgewater, New Jersey 08807, for and on behalf of itself and its Affiliates (“Sanofi”).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • August 12th, 2015 • Immune Design Corp. • Pharmaceutical preparations
This Separation and Consulting Agreement (the “Agreement”) is made and entered into by and between J. Paul Rickey (the “Executive”) and Immune Design Corp. (the “Company”) (each a “Party,” and together, the “Parties”) as of May 31, 2015.
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • March 31st, 2015 • Immune Design Corp. • Pharmaceutical preparations
This First Amendment to Office Lease (this "First Amendment") is entered into effective as of the 27th day of October, 2014, by and between BXP 601 & 651 GATEWAY CENTER LP, a Delaware limited partnership, formerly known as GATEWAY CENTER, LLC, a Delaware limited liability company ("Landlord"), and IMMUNE DESIGN CORP., a Delaware corporation ("Tenant").
IMMUNE DESIGN CORP.Restricted Stock Unit Agreement • January 10th, 2017 • Immune Design Corp. • Pharmaceutical preparations
Immune Design Corp., a Delaware corporation (the “Company”), hereby grants restricted stock units relating to the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to the Grantee named below. Additional terms and conditions of the grant are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, this “Agreement”), and in the Company’s 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • March 3rd, 2017 • Immune Design Corp. • Pharmaceutical preparations
THIS CONFIDENTIAL SETTLEMENT AGREEMENT (this “Agreement”), which shall be effective as of October 17, 2016 (the “Effective Date”), is entered into by and between Theravectys, SA, a French societe anonyme (“TVS”) and Immune Design Corp., a Delaware corporation (“IMDZ”) (with each of TVS and IMDZ being sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”).
ContractImmune Design Corp. • May 14th, 2014 • Pharmaceutical preparations
*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
June 28, 2016 Richard T. Kenney, M.D. [Address] [Address] Dear Dr. Kenney:Immune Design Corp. • August 9th, 2016 • Pharmaceutical preparations
As we have discussed, in connection with changes in our clinical organization, your job title with Immune Design Corp. (the “Company”) will be changed to Principal Medical Advisor. To retain your employment during this transition, the Company is offering you this transition agreement (the “Agreement”) to specify and confirm the terms of your employment and separation with the Company.
