VAXCYTE, INC. (a Delaware corporation) 10,937,500 Shares of Common Stock and Pre-Funded Warrants to Purchase 781,250 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2024 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • New York
OPEN MARKET SALE AGREEMENTSMVaxcyte, Inc. • July 2nd, 2021 • Biological products, (no disgnostic substances) • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSIGNMENT AND ASSUMPTION OF LEASELease Agreement • November 6th, 2023 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
This ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is executed as of September 1, 2023 by and between CODEXIS, INC, a Delaware corporation (“Assignor”) and VAXCYTE, INC., a Delaware corporation (“Assignee”).
VAXCYTE, INC. INDEMNITY AGREEMENTIndemnity Agreement • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , between Vaxcyte, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE AGREEMENTLease Agreement • January 25th, 2021 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this 21st day of January, 2021, between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and VAXCYTE, INC., a Delaware corporation (“Tenant”).
Development and Manufacturing Services Agreement (the “Agreement”)Original Agreement • February 27th, 2023 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of product;
SUPPLY AGREEMENTSupply Agreement • February 27th, 2023 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
This SUPPLY AGREEMENT (“Supply Agreement”) is made as of May 29, 2018 (the “Effective Date”) by and between SutroVax, Inc., a Delaware corporation having principal offices at 353 Hatch Dr., Foster City, CA 94404 (“SutroVax”) and Sutro Biopharma, Inc., a Delaware corporation, having principal offices at 310 Utah Ave, Suite 150, South San Francisco, CA, 94080 (“Sutro”). SutroVax and Sutro may be referred to herein by name or individually, as a “Party” and collectively, as the “Parties.”
THIRD AMENDMENT TO AMENDED AND RESTATED SUTROVAX AGREEMENTSutrovax Agreement • November 6th, 2023 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
This Third Amendment (“Amendment No. 3”) to the Amended and Restated SutroVax Agreement, dated as of October 12, 2015, as amended on May 9, 2018 and May 29, 2018 (“Amended and Restated Agreement”), is made as of September 28, 2023 (“Amendment No. 3 Effective Date”) by and between Sutro Biopharma, Inc., having its principal place of business at 310 Utah Avenue, Suite 150, South San Francisco, CA 94080, USA (“Sutro”), and Vaxcyte, Inc., having its principal place of business at 825 Industrial Road, Suite 300, San Carlos, CA 94070 (“Vaxcyte”). Sutro and Vaxcyte are each referred to herein individually as a “Party” and collectively as the “Parties.”
SUTROVAX, INC. STAND-ALONE STOCK OPTION AGREEMENTVaxcyte, Inc. • June 12th, 2020 • Biological products, (no disgnostic substances) • California
AMENDED AND RESTATED SUTROVAX AGREEMENTSutrovax Agreement • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated SutroVax Agreement (this “Agreement”), is made effective as of October 12, 2015 (the “Amendment Effective Date”), by and between Sutro Biopharma, Inc., having its principal place of business at 310 Utah Ave, Suite 150, South San Francisco, CA 94080 (“Sutro”), and SutroVax, Inc., having a principal place of business at 400 East Jamie Ct, Suite 205, South San Francisco CA 94080 (“SutroVax”), each a “Party” and collectively “Parties”, and amends and restates in its entirety that certain SutroVax Agreement, dated August 1, 2014 (the “Effective Date”), by and between Sutro and SutroVax (the “Original Agreement”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Letter Agreement • February 27th, 2023 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
The purpose of this letter agreement (this “Agreement”), dated as of December 19, 2022 (the “Effective Date”), is to set forth certain terms and conditions between Vaxcyte, Inc. (“Vaxcyte”) and Sutro Biopharma, Inc. (“Sutro”) (each of Vaxcyte and Sutro, a “Party” and collectively, the “Parties”) with respect to (i) the Option (as defined below), and (ii) the grant from Sutro to Vaxcyte of certain rights and authorizations related to [***].
CONSENT TO ASSIGNMENT AND FIRST AMENDMENTAssignment and First Amendment • November 6th, 2023 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
This Consent to Assignment and First Amendment (this “Consent”) is made as of September 6, 2023, by ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), to CODEXIS, INC., a Delaware corporation (“Tenant”), and VAXCYTE, INC., a Delaware corporation (“Assignee”), with reference to the following Recitals.
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT (the “Agreement”)Development and Manufacturing Services Agreement • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • Delaware
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of product:
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. Lonza Ltd Münchensteinerstrasse 38 CH-4002 Basel...Vaxcyte, Inc. • May 22nd, 2020 • Biological products, (no disgnostic substances)
As you know, Lonza Ltd (“Lonza”) and SutroVax, Inc (“SutroVax” or “Customer”) are parties to the Development and Manufacturing Services Agreement, dated October 21, 2016, between Lonza and SutroVax and as amended on January 1, 2017, July 1, 2017 and September 26, 2017 (the “2016 Agreement”), under which Lonza is providing development and manufacturing services to SutroVax in connection with SutroVax’s multi-valent pneumococcal vaccine product. In addition, as of the date of this letter, SutroVax and Lonza are in negotiations of a new Development and Manufacturing Services Agreement, which, if entered into, will govern the terms and conditions under which Lonza will provide SutroVax with development and manufacturing services for such vaccine product in drug product form (the “2018 Agreement”). The 2016 Agreement, the 2018 Agreement, and any future written addendums and agreements entered into between SutroVax and Lonza relating to SutroVax’s engagement of Lonza’s services for SutroVax’
Development and Manufacturing Services Agreement (the “Agreement”)Original Agreement • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of product;
THIRD ADDENDUM TO STANDARD MULTI-TENANT OFFICE LEASE – NET DATED SEPTEMBER 16, 2016Vaxcyte, Inc. • May 22nd, 2020 • Biological products, (no disgnostic substances)
In the event of any conflict between the provisions of this Addendum and the printed provisions of the Lease, this Addendum shall control.
LICENSE AGREEMENTLicense Agreement • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • California
This agreement (“Agreement”) is entered into as of the date of last signature (the “Effective Date”) by and between SutroVax, Inc. a Delaware corporation having an address at 353 Hatch Drive, Foster City, California 94404 (“LICENSEE”) and The Regents of the University of California, a California public corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UC SAN DIEGO”).
September 29, 2021 Harpreet S. Dhaliwal Dear Harp,Vaxcyte, Inc. • February 27th, 2023 • Biological products, (no disgnostic substances)
AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSMVaxcyte, Inc. • February 27th, 2023 • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by Vaxcyte, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (“Agent”), that are parties to that certain Open Market Sale AgreementSM, dated July 1, 2021 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
AMENDMENT NO. 1 TO THE LICENSE AGREEMENTThe License Agreement • February 27th, 2024 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
This first amendment to the License Agreement ("Amendment No. 1") is made by and between Sutrovax, Inc., having an address at 353 Hatch Drive, Foster City, California 94404 ("LICENSEE") and The Regents of the University of California, a California corporation having its administrative offices at 1111 Franklin Street, Oakland, California 94607 ("UNIVERSITY"), as represented by its San Diego campus having an address at University of California San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093.
Master Services Agreement for Drug Product Development and Manufacturing (the “Agreement”)Development and Manufacturing Services Agreement • February 27th, 2024 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of product;
STANDARD NNN LEASE [MULTI-TENANT PROJECT]Vaxcyte, Inc. • May 22nd, 2020 • Biological products, (no disgnostic substances)
MANUFACTURING RIGHTS AGREEMENTManufacturing Rights Agreement • February 27th, 2024 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • Delaware
This MANUFACTURING RIGHTS AGREEMENT (this “Agreement”), effective as of the Effective Date, is entered into by and between Vaxcyte, Inc., a Delaware corporation (“Vaxcyte”) and Sutro Biopharma, Inc., a Delaware corporation (“Sutro”) (each of Vaxcyte and Sutro, a “Party,” and collectively, the “Parties”).
SUTROVAX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 20, 2020Investors’ Rights Agreement • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of March 20, 2020, and is between SutroVax, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on EXHIBIT A (each, an “Investor” and collectively, the “Investors”).
FAIRMAN EMPLOYMENT AGREEMENTFairman Employment Agreement • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 21, 2016, (the “Effective Date”) by and between SutroVax, Inc. (the “Company”), and Jeff Fairman (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SUN EMPLOYMENT AGREEMENTSun Employment Agreement • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2017, (the “Effective Date”) by and between SutroVax, Inc. (the “Company”), and Elaine Sun (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
Master Services Agreement for Drug Product Development and Manufacturing (the “Agreement”)Services Agreement • August 8th, 2022 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of product;
pre-commercial Services and Commercial Manufacturing Supply AgreementLetter Agreement • February 27th, 2024 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
WHEREAS, Vaxcyte US is, and Vaxcyte is intended to be, engaged in the development and research of certain products and requires assistance in the manufacture of certain products;
FIRST AMENDMENT TO LEASELease • February 27th, 2024 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of October 17, 2023, and effective as of January 1, 2023 (the “Effective Date”), by and between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and VAXCYTE, INC., a Delaware corporation (“Tenant”).
April 16, 2020 Andrew L. Guggenhime Dear Andrew,Vaxcyte, Inc. • May 22nd, 2020 • Biological products, (no disgnostic substances)
EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTExecutive Change in Control and Severance Agreement • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • California
This Executive Severance Agreement (the “Agreement”) is entered into by and between (the “Executive”) and Vaxcyte, Inc., a Delaware corporation (the “Company”), effective as of the Effective Date (as defined below).
Development and Manufacturing Services Agreement (the “Agreement”)Letter Agreement • May 8th, 2023 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of product;
March 4, 2022 Mikhail Eydelman Email: mie210@nyu.edu Dear Mikhail,Vaxcyte, Inc. • May 9th, 2022 • Biological products, (no disgnostic substances)
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 22nd, 2020 • Vaxcyte, Inc. • Biological products, (no disgnostic substances) • California
This Separation Agreement and Release (“Agreement”) is made by and between ELAINE SUN (“Employee”) and SutroVax, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
Master Services Agreement for Drug Product Development and Manufacturing (the “Agreement”)Second Amendment • February 27th, 2023 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of product;
