6,100,000 Shares JUNO THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2017 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
JUNO THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Juno Therapeutics, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among: JUNO THERAPEUTICS, INC., a Delaware corporation; CELGENE CORPORATION, a Delaware corporation; and BLUE MAGPIE CORPORATION, a Delaware corporation Dated as of January 21, 2018Agreement and Plan of Merger • January 22nd, 2018 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation (“Parent”); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Juno Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
JUNO THERAPEUTICS, INC.Restricted Stock Purchase Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Purchase Agreement (the “Agreement”).
JUNO THERAPEUTICS, INC.Equity Incentive Plan • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 1st, 2017 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement, including the Notice of Grant of Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, and any appendices and exhibits attached thereto (all together, the “Award Agreement”).
JUNO THERAPEUTICS, INC. STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Agreement • February 29th, 2016 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the Juno Therapeutics, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement including the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, and the appendices and exhibits attached thereto (all together, the “Award Agreement”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN ST. JUDE CHILDREN’S RESEARCH HOSPITAL, INC. JUNO THERAPEUTICS, INC. ST. JUDE File No.: SJ-03-0018License Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Tennessee
THIS LICENSE AGREEMENT (the “AGREEMENT”) is entered into as of December 3, 2013 (the “EFFECTIVE DATE”) by and between ST. JUDE CHILDREN’S RESEARCH HOSPITAL, INC., a Tennessee not-for-profit corporation having an address at 262 Danny Thomas Place, Memphis, TN 38105 (“ST. JUDE” or “LICENSOR”), and JUNO THERAPEUTICS, INC., a Delaware corporation, having an address at 8725 W. Higgins Road, Suite 290, Chicago, IL 60631 (“COMPANY”) (ST. JUDE and COMPANY hereinafter each referred to as a “PARTY”, or collectively referred to as the “PARTIES”) with respect to the following:
EXCLUSIVE LICENSE AGREEMENTStock Purchase Agreement • December 9th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
AMENDED AND RESTATED PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • November 24th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington
This AMENDED AND RESTATED PATENT AND TECHNOLOGY LICENSE AGREEMENT (“AGREEMENT”) is made on this 2nd day of January, 2012, by and between FRED HUTCHINSON CANCER RESEARCH CENTER (“FHCRC”), a Washington state nonprofit organization, with principal offices located at 1100 Fairview Ave. N., Seattle, Washington 98109, and ZetaRx BioSciences Inc., a Delaware corporation, having a principal place of business located at 307 Westlake Avenue North, Suite 300, Seattle, WA 98109 (“LICENSEE”).
LICENSE AGREEMENT by and among JUNO THERAPEUTICS, INC. and CELGENE CORPORATION and CELGENE SWITZERLAND LLC Dated as of April 22, 2016License Agreement • August 5th, 2016 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
This LICENSE AGREEMENT (this “License Agreement”) is entered into and made effective as of April 22, 2016 (the “License Agreement Effective Date”) by and among Juno Therapeutics, Inc., a Delaware corporation (“Juno”), and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to all rights and obligations under this License Agreement in the United States, and Celgene Switzerland LLC (“Celgene Switzerland”), with respect to all rights and obligations under this License Agreement outside of the United States, (Celgene Switzerland and Celgene Corp. together, “Celgene”). Celgene and Juno are each referred to herein as a “Party” or, collectively, as the “Parties.”
Re: Tax Reimbursement AgreementReimbursement Agreement • February 1st, 2018 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
On January 21, 2018, Juno Therapeutics, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement” and the transactions contemplated by the Merger Agreement, collectively, the “Transaction”) with Celgene Corporation, a Delaware corporation (“Parent”), and Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, Purchaser will commence a cash tender offer to acquire all of the outstanding shares of common stock of the Company at a price per share of $87.00 net to each seller in cash, without interest, subject to any applicable withholding taxes. The Company has determined it is appropriate to enter into this letter agreement (this “Agreement”) with you in the event that you become subject to any Excise Tax (as defined below) in connection with or following the Transaction.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington
This Exclusive License Agreement (this “Agreement”) is made this 13th day of February, 2014 (“Effective Date”) between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute, a Washington non-profit corporation having an address at 4800 Sand Point Way NE, Seattle, WA 98105 (“Licensor”) and Juno Therapeutics, Inc., a Delaware corporation having an address at 8725 W. Higgins Road, Suite 290, Chicago, IL 60631 (“Licensee”). Licensor and Licensee are each individually referred to as a “Party” and collectively as the “Parties”.
JUNO THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 1, 2014Investors’ Rights Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of August 1, 2014, and is between Juno Therapeutics, Inc., a Delaware corporation (f/k/a FC Therapeutics, Inc.) (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
Juno Therapeutics, Inc. 8725 W. Higgins Road, Suite 290 Chicago, IL 60631Voting Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of November 21, 2013, and is between JUNO THERAPEUTICS, INC., a Delaware corporation (f/k/a FC Therapeutics, Inc.) (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Sponsored Research Agreement (“Agreement”) is dated February 13, 2014 (“Effective Date”), and is between Seattle Children’s Hospital, d/b/a Seattle Children’s Research Institute, a Washington non-profit corporation (“Institute”) and Juno Therapeutics, Inc., a Delaware corporation (“Sponsor”).
AMENDMENT NO. 2 to EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 23rd, 2015 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2 (this “Amendment No. 2”), dated as of June 15, 2015, is entered into between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute, a Washington non-profit corporation (“Licensor”) and Juno Therapeutics, Inc., a Delaware corporation (“Licensee”).
MASTER CLINICAL STUDY AGREEMENTStudy Agreement • December 16th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Master Clinical Study Agreement is entered into as of November 21, 2013 (the “Effective Date”), by and between Memorial Sloan-Kettering Cancer Center (“MSKCC”), a New York nonprofit corporation, and Juno Therapeutics, Inc. (“Sponsor”), a Delaware corporation.
SUBLEASE AGREEMENTLease • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington
THIS LEASE (the “Lease”) is made as of November 8, 2002, between 307 WESTLAKE LLC, a Washington limited liability company (the “Landlord”), and the Tenant named in the Schedule below. The term “Project” means the building (the “Building”) and the land (the “Land”) located at 307 Westlake Avenue North in Seattle, King County, Washington and legally described on Exhibit F attached hereto. “Premises” means that part of the Project leased to Tenant described in the Schedule and outlined on Exhibit A.
FC Therapeutics, Inc. Chicago, IL 60631Stock Grant Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington
This letter agreement is to confirm that in consideration of the entry by Fred Hutchinson Cancer Research Center (“FHCRC”) into the Collaboration Agreement, dated as of the date hereof, with FC Therapeutics, Inc. (the “Company”), and for other consideration, the adequacy and sufficiency of which is hereby acknowledged, the Company hereby makes the following covenants:
Amendment No. 1 to the Exclusive License AgreementExclusive License Agreement • October 24th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1, dated as of August 4, 2014, is entered into between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute, a Washington non-profit corporation (“Licensor”) and Juno Therapeutics, Inc., a Delaware corporation (“Licensee”)
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 17th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Exclusive License Agreement (“Agreement”) is effective as of November 21, 2013 (“Effective Date”), and is by and between Memorial Sloan-Kettering Cancer Center (“MSKCC”), a New York corporation with principal offices at 1275 York Avenue, New York, NY 10065, and Juno Therapeutics, Inc., a Delaware corporation with principal offices at 8725 W. Higgins Road, Suite 290, Chicago, IL 60631 (“LICENSEE”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 29th, 2015 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Share Purchase Agreement (this “Agreement”) is dated as of June 29, 2015, by and among Juno Therapeutics, Inc., a Delaware corporation (the “Company”), Celgene Corporation (“Celgene Corp.”) and Celgene RIVOT Ltd (“Celgene RIVOT” and together with Celgene Corp., the “Celgene Parties”).
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 1st, 2018 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Fifth Amendment”) is made as of the 29 day of November, 2017, by and between ARE-SEATTLE NO. 16, LLC, a Delaware limited liability company (“Landlord”), and JUNO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
AMENDMENT #2 TO LICENSE AGREEMENT ST. JUDE File No.: SF-03-0018License Agreement • August 14th, 2015 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
AGREEMENT AND PLAN OF REORGANIZATION by and among JUNO THERAPEUTICS, INC., P ACQUISITION CORPORATION, P ACQUISITION LLC, ABVITRO INC., FORTIS ADVISORS LLC, as Securityholders’ Representative, and each of the Stockholders made party hereto pursuant to...Agreement and Plan of Reorganization • January 11th, 2016 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of January 8, 2016, is by and among Juno Therapeutics, Inc., a Delaware corporation (“Parent”), P Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub 1”), P Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), AbVitro Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the Indemnifying Securityholders (the “Securityholders’ Representative”), and each of the Stockholders made a party hereto pursuant to an Agreement and Joinder.
AMENDMENT NO. 1 TO AMENDED AND RESTATED PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology • May 10th, 2016 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Amended and Restated Patent and Technology License Agreement (the “Amendment No. 1”), effective as of October 22, 2015 (the “Amendment No. 1 Effective Date”), is entered into by and between Fred Hutchinson Cancer Research center, a Washington state non-profit organization having offices at 1100 Fairview Avenue North, Seattle, Washington 98109 (“FHCRC”), and Juno Therapeutics, Inc., a Delaware corporation having offices located at 307 Westlake Avenue North, Suite 300, Seattle, Washington 98019 (“LICENSEE”).
JUNO THERAPEUTICS, INC.Restricted Stock Agreement • September 12th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).
COLLABORATION AGREEMENTCollaboration Agreement • November 24th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Collaboration Agreement is entered into as of October 16, 2013 (the “Effective Date”), by and between Fred Hutchinson Cancer Research Center (“FHCRC”), a Washington nonprofit corporation, and FC Therapeutics, Inc. (“Juno”), a Delaware corporation.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 24th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 5th, 2016 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Amendment No. 1 to Exclusive License Agreement (the “Amendment No. 1”), effective as of May 19, 2016 (the “Amendment No. 1 Effective Date”), is made by and between City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“COH”), and Juno Therapeutics, Inc. (as successor-in-interest to the rights of ZetaRx LLC), a corporation organized under the laws of the State of Delaware, having its principal place of business located at 307 Westlake Avenue North, Seattle, WA 98109 (“Juno”).
SHARE PURCHASE AGREEMENT related to PROJECT SPYDERJuno Therapeutics, Inc. • May 11th, 2015 • Biological products, (no disgnostic substances)
JUNO THERAPEUTICS, INC. SECOND AMENDMENT to FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 29th, 2016 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment (this “Amendment”), dated January 29, 2016, to the Fourth Amended and Restated Investors’ Rights Agreement, dated December 5, 2014, and as amended July 27, 2015 (as so amended, the “Agreement”) by and among Juno Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors party thereto, is entered into by and among the Company and each of the Investors set forth on the signature pages hereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement.
AMENDED AND RESTATED MASTER RESEARCH AND COLLABORATION AGREEMENT by and among JUNO THERAPEUTICS, INC. and CELGENE CORPORATION and CELGENE RIVOT LTD. Dated as of August 13, 2015License Agreement • August 14th, 2015 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This AMENDED AND RESTATED MASTER RESEARCH AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of August 13, 2015 (the “Execution Date”) by and among Juno Therapeutics, Inc., a Delaware corporation (“Juno”), and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to all rights and obligations under this Agreement in the United States, and Celgene RIVOT Ltd. (“Celgene RIVOT”), with respect to all rights and obligations under this Agreement outside the United States (Celgene RIVOT and Celgene Corp., together, “Celgene”). Celgene and Juno are each referred to herein by name or as a “Party”, or, collectively, as the “Parties.”
Amendment No. 1 Collaboration AgreementCollaboration Agreement • November 24th, 2014 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 is entered into as of November 19, 2014 (“Effective Date”), by and between Fred Hutchinson Cancer Research Center (FHCRC”), a Washington nonprofit corporation, and Juno Therapeutics, Inc., a Delaware corporation.
