GENOCEA BIOSCIENCES, INC. SALES AGREEMENTSales Agreement • March 2nd, 2015 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
Genocea Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
PURCHASE AGREEMENTPurchase Agreement • October 24th, 2019 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of October 23, 2019 (the “Execution Date”), is entered into by and between GENOCEA BIOSCIENCES, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
Genocea Biosciences, Inc. [·] Shares of Common Stock ($0.001 par value per share) Underwriting AgreementGenocea Biosciences, Inc. • June 18th, 2019 • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2019 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2019, is entered into by and between GENOCEA BIOSCIENCES, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois 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”).
Portions of this exhibit have been redacted because they are both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the...Loan and Security Agreement • February 22nd, 2021 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 18, 2021 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (together with any successor or assignee “Bank”), and GENOCEA BIOSCIENCES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ] between Genocea Biosciences, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ContractWarrant Agreement • April 30th, 2018 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 21st, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of November 20, 2014 and is entered into by and between GENOCEA BIOSCIENCES, INC., a Delaware corporation (“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).
ContractGenocea Biosciences, Inc. • February 22nd, 2021 • Biological products, (no disgnostic substances) • Massachusetts
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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Genocea Biosciences, Inc. • July 22nd, 2020 • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2020 (the “Effective Date”), among Genocea Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the...Securities Purchase Agreement • July 22nd, 2020 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
April 7, 2014 Dear Jonathan:Letter Agreement • April 8th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter agreement (“Agreement”) sets forth the terms and conditions of your offer of employment with Genocea Biosciences, Inc. (the “Company”). If accepted, the terms hereof shall be effective and your employment shall commence on April 7, 2014 (the “Effective Date”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • November 4th, 2016 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated License Agreement (“Agreement”) is entered into as of this 19th day of November, 2012 (the “Amended and Restated Effective Date”), by and between Genocea Biosciences, Inc., a company formed under the laws of the State of Delaware, having a place of business at Cambridge Discovery Park, 100 Acorn Park Drive, 5th Floor, Cambridge, MA 02140 (“Licensee”) and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Holyoke Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”).
LOAN AND SECURITY AGREEMENT No. V13111Loan and Security Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Illinois
This Loan and Security Agreement (this “Loan Agreement”), made as of September 30, 2013 by and between Ares Capital Corporation (“Lender”), with offices at 245 Park Avenue, 44th Floor, New York, NY 10167, and Genocea Biosciences, Inc. (“Borrower”), a Delaware corporation with its principal place of business at 100 Acorn Park Drive, 5th Floor, Cambridge, MA 02140.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT...Exclusive License Agreement • January 13th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Exclusive License Agreement (“Agreement”) is made and entered into as of the date last signed 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 Genocea Biosciences, Inc., a business corporation organized and existing under the laws of the State of Delaware and having its principal office at 161 First Street, Suite 2C, Cambridge, MA 02142, U.S.A. (hereinafter referred to as “Licensee”). CMCC and Licensee may be referred to individually as “Party” and collectively as the “Parties”.
LICENSE AND COLLABORATION AGREEMENT by and between GENOCEA BIOSCIENCES, INC. and ISCONOVA AB August 5, 2009 and amended as of March 19, 2010 (Amendment 1); June 18, 2010 (Amendment 2); August 17, 2010 (Amendment 3); October 19, 2011 (Amendment 4); and...License and Collaboration Agreement • January 13th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License and Collaboration Agreement (this “Agreement”) dated the 5th day of August, 2009 (the “Effective Date”) is by and between Genocea Biosciences, Inc., a Delaware corporation having its principal office at 161 First Street, Suite 2C, Cambridge, MA 02142, United States of America (“Genocea”), and Isconova AB, a corporation organized and existing under the laws of Sweden and having a principal place of business at Uppsala Science Park, SE- 751 83 Uppsala, Sweden (“Isconova”). Genocea and Isconova may each be referred to herein individually as a “Party” and collectively as the “Parties.”
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PATENT LICENSE AGREEMENT BETWEEN GENOCEA...Patent License Agreement • January 13th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Washington
This patent license agreement (the “Agreement”) is dated and effective as of January 27, 2010 (the “Effective Date”) and is made by and between the University of Washington, a public institution of higher education and an agency of the state of Washington, acting through UW TechTransfer, Technology Licensing (“University”), and Genocea Biosciences, Inc., a Delaware corporation with its principal place of business at 161 First Street, Suite 2C, Cambridge, MA 02142 (“Company”), (individually each a “Party” or collectively, the “Parties”).
CLASS A WARRANT TO PURCHASE SHARES OF COMMON STOCK OFGenocea Biosciences, Inc. • February 16th, 2018 • Biological products, (no disgnostic substances) • New York
This Class A Warrant (the “Warrant”) is issued by Genocea Biosciences, Inc., a Delaware corporation (the “Company”), to [________], or its registered assigns (including any successors or assigns, the “Holder”), and is subject to the terms and conditions set forth below. The Warrant is being issued pursuant to a Warrant Agreement between the Company and Computershare Inc., a Delaware corporation (“Computershare”) and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively with Computershare, the “Warrant Agent”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Genocea Biosciences, Inc. • January 13th, 2014 • Biological products, (no disgnostic substances) • California
This exclusive license agreement (“Agreement”) is effective August 18, 2006 (“Effective Date”), by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, having its systemwide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94720-1620 (“REGENTS”) and Genocea, Inc. a Delaware corporation having a principal place of business at 140 East 45th Street, 30th Floor, New York, NY 10017 (“LICENSEE”). The parties agree as follows:
Genocea Biosciences, Inc. 53,365,000 Shares of Common Stock ($0.001 par value per share) and 53,365,000 Class A Warrants to Purchase up to 26,682,500 Shares of Common Stock Underwriting AgreementWarrant Agreement • January 19th, 2018 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
Genocea Biosciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), (i) 53,365,000 shares (the “Firm Shares”) of common stock, $0.001 par value (the “Common Stock”), of the Company and (ii) 53,365,000 Class A Warrants of the Company to purchase an aggregate of 26,682,500 shares of the Common Stock (the “Firm Warrants”) of the Company. The Company also proposes to grant to the Underwriters an option to purchase up to (i) 8,004,750 additional shares of the Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares”) and/or (ii) 8,004,750 additional Class A Warrants to purchase up to an additional 4,002,375 shares of the Common Stock (the “Option Warrants” and together with the Firm Warrants, the “Warrants”) (such Shares and Warrants (including the Option Shares and the
November 6, 2018Letter Agreement • April 30th, 2020 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter agreement ("Agreement") sets forth the terms and conditions of your offer of employment with Genocea Biosciences, Inc. (the "Company"). If accepted, the terms hereof shall be effective, and your employment shall commence on December 6, 2018 (the "Effective Date").
GENOCEA BIOSCIENCES, INC. CONSULTING AGREEMENTConsulting Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (this “Agreement”) is entered into as of May 16, 2007, by and between Genocea Biosciences, Inc. (the “Company”) and George Siber (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
AGREEMENT REGARDING SUBLEASEAgreement Regarding Sublease • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
The following is a summary of certain basic terms of this Lease which is intended for the convenience and reference of the parties. Capitalized terms used, but not defined, in this Summary of Basic Terms, have their defined meanings in this Lease. In addition, some of the following items or terms are incorporated into this Lease by reference to the item or term or to this “Summary of Basic Terms”.
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
This Fourth Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of October 21, 2013, by and among Genocea Biosciences, Inc., a Delaware corporation (the “Corporation”), and the persons and entities listed on Exhibit A hereto (the “Investors”).
ContractRegistration Rights Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
LEASE OF PREMISES AT CAMBRIDGE DISCOVERY PARK CAMBRIDGE, MASSACHUSETTS FROM TBCI, LLC, AS TRUSTEE OF 100 DISCOVERY PARK REALTY TRUST TO GENOCEA BIOSCIENCES, INC.Lease • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances)
The following is a summary of certain basic terms of this Lease which is intended for the convenience and reference of the parties. Capitalized terms used, but not defined, in this Summary of Basic Terms, have their defined meanings in this Lease. In addition, some of the following items or terms are incorporated into this Lease by reference to the item or term or to this ‘Summary of Basic Terms”.
Genocea Biosciences, Inc. Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • July 14th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
Citigroup Global Markets Inc. Cowen and Company, LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2019 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • California
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of January 22, 2018 (the “Second Amendment Date”) is entered into by and among GENOCEA BIOSCIENCES, INC., a Delaware corporation (“Borrower”), HERCULES CAPITAL, INC., a Maryland corporation (“HC”), in its capacity as administrative agent for itself and Lender (in such capacity, “Agent”), the Lenders otherwise a party hereto from time to time including HC in its capacity as a Lender, and HERCULES CAPITAL FUNDING TRUST 2014-1(“2014 Trust”), assignee of HC (2014 Trust and HC collectively, referred to as “Lender”).
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1)...Purchase Preferred Stock • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Warrant is one of the “Financing Warrants” referred to in that certain Note Purchase Agreement, dated as of January 7, 2008 (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”), among the Company and the Purchasers from time to time party thereto and is subject to the terms and conditions set forth therein with respect hereto, which terms and conditions are incorporated herein by reference. The Holder hereof is entitled to the benefits and subject to the conditions set forth in the Note Purchase Agreement and may enforce the agreements of the Company contained therein, and exercise the respective remedies provided for thereby or otherwise available in respect hereof, all in accordance with the respective terms thereof. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned thereto in the Note Purchase Agreement.
SIXTH AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • February 16th, 2018 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Sixth Amendment to Consulting Agreement (the “Amendment”) is made as of the 13th day of June, 2017 (the “Amendment Date”) by and between Genocea Biosciences, Inc., a Delaware corporation (the “Company”) and George Siber (the “Consultant”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Consulting Agreement (as defined below).
ContractRegistration Rights Agreement • December 23rd, 2013 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Genocea Biosciences, Inc. • December 23rd, 2013 • Biological products, (no disgnostic substances)
This Amendment No. 3 is made and entered into as of November 7, 2013, by and between the University of Washington, a public institution of higher education and an agency of the State of Washington, acting through UW Center for Commercialization, Technology Licensing (“University”), and Genocea Biosciences, Inc., a Delaware corporation with its principal place of business at 100 Acorn Park Drive, 5th floor, Cambridge, MA 02140 (“Company”). University and Company are referred to individually as a “Party”, and collectively as the “Parties”.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • November 4th, 2016 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts
WHEREAS, Genocea is in the business of discovering, developing and commercializing vaccine products that incorporate certain antigens owned or otherwise Controlled by Genocea;
GENOCEA BIOSCIENCES, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • January 13th, 2014 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by Genocea Biosciences, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Genocea Biosciences, Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Genocea Biosciences, Inc. • November 4th, 2016 • Biological products, (no disgnostic substances) • California
