Gritstone Oncology, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • April 22nd, 2019 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • New York
Gritstone Oncology, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
LEASE by and between BMR-SIDNEY RESEARCH CAMPUS LLC, a Delaware limited liability company and GRITSTONE ONCOLOGY, INC. a Delaware corporationLease • July 9th, 2018 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”) is entered into as of this 11th day of February, 2016 (the “Execution Date”), by and between BMR-Sidney Research Campus LLC, a Delaware limited liability company (“Landlord”), and Gritstone Oncology, Inc., a Delaware corporation (“Tenant”).
GRITSTONE ONCOLOGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2018 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of «Date» by and between Gritstone Oncology, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and the Indemnitee covering indemnification.
GRITSTONE ONCOLOGY, INC. COMMON STOCK SALES AGREEMENTCommon Stock • October 15th, 2019 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • New York
Gritstone Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
GRITSTONE ONCOLOGY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2018 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”), entered into as of September 16, 2018 (the “Agreement Date”), is between Gritstone Oncology, Inc., a Delaware corporation (the “Company”) and Roman Yelensky (“Executive” and, together with the Company, the “Parties”). This Agreement will become effective as a binding contract as of the Agreement Date, but the operative provisions of this Agreement will only become effective as of immediately prior to the time the Company’s registration statement relating to the initial public offering of the Company’s common stock becomes effective (the “Effective Date”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of September 22, 2015 (“Offer Letter”).
GRITSTONE ONCOLOGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 29, 2018Investors’ Rights Agreement • August 23rd, 2018 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • California
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of June 29, 2018, by and among Gritstone Oncology, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement (as defined below)) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
OFFICE/LABORATORY LEASE BETWEEN EMERY STATION WEST, LLC (LANDLORD) AND GRITSTONE ONCOLOGY, INC. (TENANT) EmeryStation West Emeryville, CaliforniaWorkletter Agreement • February 5th, 2019 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • California
WARRANT NO. 2022-[⚫] NUMBER OF SHARES: [⚫] (subject to adjustment hereunder)Gritstone Bio, Inc. • October 25th, 2022 • Biological products, (no disgnostic substances) • New York
This Warrant (the “Warrant”) is issued by Gritstone bio, 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 that certain Securities Purchase Agreement, dated as of October 24, 2022, among the Company and the purchasers signatory thereto, as amended and/or restated from time to time (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
GRITSTONE ONCOLOGY, INC. STOCK PURCHASE RIGHT GRANT NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • July 9th, 2018 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • California
Pursuant to its 2015 Equity Incentive Plan (the “Plan”), Gritstone Oncology, Inc., a Delaware corporation (the “Company”), hereby grants to the Purchaser listed below (“Purchaser”), the right to purchase the number of shares of the Company’s Common Stock set forth below (the “Shares”) at the purchase price set forth below (the “Stock Purchase Right”). This Stock Purchase Right is subject to all of the terms and conditions set forth herein, in the Plan and in the certain Restricted Stock Purchase Agreement attached hereto as Exhibit A (the “Restricted Stock Purchase Agreement”), each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Purchase Right Grant Notice (the “Grant Notice”) and the Restricted Stock Purchase Agreement.
GRITSTONE ONCOLOGY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2020 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”), entered into as of March 2, 2020 (the “Effective Date”), is between Gritstone Oncology, Inc., a Delaware corporation (the “Company”) and Rahsaan Thompson (“Executive” and, together with the Company, the “Parties”).
LEASE BETWEEN EMERY STATION JOINT VENTURE LLC (Landlord) and GRITSTONE ONCOLOGY, INC. (Tenant) EMERY STATION I Emeryville, CaliforniaWorkletter Agreement • August 23rd, 2018 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 25th, 2022 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 24, 2022 (the “Effective Date”), among Gritstone bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).
LICENSE AGREEMENT by and between GRITSTONE ONCOLOGY, INC. on the one hand, and ARBUTUS BIOPHARMA CORPORATION and PROTIVA BIOTHERAPEUTICS INC., on the other hand Dated as of October 16, 2017License Agreement • August 23rd, 2018 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into as of October 16, 2017 (the “Effective Date”), by and between (a) Gritstone Oncology, Inc., a Delaware corporation having a place of business at 5858 Horton Street, Suite 210, Emeryville, California 94608, U.S.A. (“Gritstone”), on the one hand, and (b) Protiva Biotherapeutics Inc., a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Protiva”), and Arbutus Biopharma Corporation, a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“ABUS” and together with Protiva, “Arbutus”), on the other hand. Capitalized terms when used in this Agreement have the meanings set forth in Article I.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 11th, 2023 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of July 19, 2022 and is entered into by and among GRITSTONE BIO, Inc., a Delaware corporation, each of its Subsidiaries from time to time party hereto as borrower (individually or collectively, as the context may require, “Borrower”), HERCULES CAPITAL, INC., a Maryland corporation (“Hercules”), SILICON VALLEY BANK, a California corporation (“SVB”), and the several banks and other financial institutions or entities from time to time parties to this Agreement (each, a “Lender,” and collectively “Lenders”), and Hercules, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, “Agent”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. NONEXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENTNonexclusive License and Development Agreement • November 8th, 2023 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances) • New York
WHEREAS Genevant has expertise and intellectual property relating to, among other things, LNP (as defined below) formulations for delivery of nucleic acid (such as ribonucleic acid) and methods for manufacturing LNPs;
Fifth Amendment to License AgreementLicense Agreement • March 9th, 2023 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances)
This Fifth Amendment to License Agreement (“Fifth Amendment”) is dated June 13, 2022 (“Effective Date”) and entered into by and between Gritstone bio, Inc., formerly known as Gritstone Oncology, Inc. (“Licensee”) and MIL 21E, LLC (“Licensor”).
Second Amendment to License AgreementSecond Amendment • August 5th, 2020 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to License Agreement (“Second Amendment”), is made as of May 20, 2020 (“Effective Date”) by and between Gritstone Oncology, Inc. (“Licensee”) and MIL 21E, LLC (“Licensor”).
Third Amendment to License AgreementLicense Agreement • September 29th, 2021 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances)
This Third Amendment to License Agreement (“Third Amendment”) is made as of September 21, 2021, by and between Gritstone bio, Inc. (f/k/a Gritstone Oncology, Inc.) (“Licensee”) and MIL 21E, LLC (“Licensor”).
AMENDMENT NUMBER ONE TO LICENSE AGREEMENTLicense Agreement • August 13th, 2018 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances)
This Amendment Number One to License Agreement (“Amendment No. 1”) is made by and between (a) Gritstone Oncology, Inc., a Delaware corporation having a place of business at 5858 Horton Street, Suite 210, Emeryville, California 94608, U.S.A. (“Gritstone”), on the one hand, and (b) Protiva Biotherapeutics Inc., a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Protiva”), and Arbutus Biopharma Corporation, a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“ABUS” and together with Protiva, “Arbutus”), on the other hand. Gritstone, Protiva, and ABUS may each be referred to herein as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO LEASELease • September 29th, 2021 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 21st day of September, 2021, by and between BMR-Sidney Research Campus LLC, a Delaware limited liability company (“Landlord”), and Gritstone Bio, Inc. (f/k/a Gritstone Oncology, Inc.), a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2020 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2020 (the “Effective Date”), among Gritstone Oncology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • March 28th, 2019 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • California
This Transition and Separation Agreement (the “Agreement”) by and between Jayant Aphale (“Executive”), and Gritstone Oncology, Inc., a Delaware corporation (the “Company”), is made effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
License AgreementLicense Agreement • November 12th, 2019 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement, made and entered into as of September 6, 2018 ("Agreement"), is by and between Gritstone Oncology, Inc., a Delaware corporation, having a place of business located at 5858 Horton Street, Suite 210, Emeryville, CA 94608 ("Licensee") and MIL 21E, LLC a Delaware limited liability company, having a place of business located at 21 Erie Street, Cambridge, MA 02139 ("Licensor").
First Amendment to License AgreementLicense Agreement • November 12th, 2019 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances)
This First Amendment to License Agreement ("First Amendment"), is made as of July 11, 2019, by and between Gritstone Oncology, Inc., ("Licensee") and MIL 21E, LLC ("Licensor").
Gritstone bio, Inc. 8,333,333 Shares of Common Stock, par value $0.0001 per share Pre-Funded Warrants to Purchase 13,334,222 Shares of Common Stock Common Warrants to Purchase 21,667,555 Shares of Common Stock (or Pre-Funded Warrants in Lieu Thereof)...Underwriting Agreement • April 2nd, 2024 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances)
WARRANT NO. 2024-[●] NUMBER OF SHARES: [●] (subject to adjustment hereunder)Gritstone Bio, Inc. • April 2nd, 2024 • Biological products, (no disgnostic substances) • New York
This Warrant (the “Warrant”) is issued by Gritstone bio, 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 Warrants are offered and sold by the Company pursuant to the Prospectus Supplement, dated April 1, 2024 (as described in the Registration Statement). “Registration Statement” means the Company’s registration statement on Form S-3, as amended (File No. 333-263455). As of the Date of Issuance the Warrant Shares are issuable under the Registration Statement. Accordingly, the Warrant and, assuming issuance pursuant to the Registration Statement or an exchange meeting the requirements of Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”) as in effect on the Date of Issuance, the Warrant Shares, are not “restricted securities” under Rule 144 promulgated under the Securities Act as of the Date of Issuance.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 6th, 2023 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances) • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 31, 2023 (the “Amendment Effective Date”), is entered into by and among Gritstone Bio, Inc., a Delaware corporation, and each of its Subsidiaries party hereto as borrower (hereinafter collectively referred to as the “Borrower””), and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“SVB”), HERCULES CAPITAL, INC., a Maryland corporation (“Hercules”), and HERCULES CAPITAL FUNDING TRUST 2022-1, each as a Lender (collectively, with the several banks and other financial institutions or entities from time to time party to the Loan and Security Agreement (as defined below), the “Lenders”), and Hercules, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, together with its su
GRITSTONE ONCOLOGY, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 1st, 2021 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This Stock Purchase Agreement (“Agreement”) is made as of January 29, 2021 (the “Effective Date”), by and between Gritstone Oncology, Inc., a Delaware corporation (the “Company”), and Gilead Sciences, Inc., a Delaware corporation (the “Purchaser”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.Attachment 1 • November 8th, 2023 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances)
ASPR-BARDA200 Independent Ave., S.W.Room 640-GWashington DC 20201 ASPR-BARDAUS DEPT OF HEALTH & HUMAN SERVICESBIOMEDICAL ADVANCED RESEARCH & DEVELOPMENT AUT200 INDEPENDENT AVE, S.W.Washington DC 20201SCD-C
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. Amendment No. 1 to nonexclusive License and Development...License and Development Agreement • November 8th, 2023 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Nonexclusive License and Development Agreement (this “Amendment”), effective as of the date signed by the last Party to sign below (“Amendment Effective Date”), by and between Gritstone Oncology, Inc., having a place of business at 5959 Horton St #300, Emeryville, CA 94608 (“Gritstone”), and Genevant Sciences GmbH, a limited liability company organized and existing under the laws of Switzerland, having an address of Viaduktstrasse 8, 4051 Basel, Switzerland (“Genevant”).
FIRST AMENDMENT TO LEASE AND TERM COMMENCEMENT DATE AGREEMENT THIS FIRST AMENDMENT TO LEASE AND TERM COMMENCEMENT DATE AGREEMENT (this “Agreement”) is entered into as of this 20 day of September 2023 (“Effective Date”), by andLease and Term Commencement Date Agreement • March 5th, 2024 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances)
between RREF II Kenmore Lessor III LLC and RREF II Kenmore Lessor IV LLC (collectively, “Landlord”), and Gritstone bio, Inc., a Delaware corporation (“Tenant”).
Amendment #3 to Research Collaboration and License AgreementCollaboration and License Agreement • August 5th, 2021 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment #3 (“Amendment”) to the Research Collaboration and License Agreement is made by and between Gritstone Oncology, Inc. (“Gritstone”) and Bluebird Bio, Inc. (“Bluebird”). This Amendment is effective as of February 18, 2021 (the “Amendment Effective Date”).
STOCKHOLDER AGREEMENT by and between GRITSTONE ONCOLOGY, INC. and GILEAD SCIENCES, INC. Dated as of January 29, 2021Stockholder Agreement • February 1st, 2021 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances) • New York
THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of January 29, 2021, is by and between Gritstone Oncology, Inc., a Delaware corporation (the “Company”) and Gilead Sciences, Inc., a Delaware corporation (the “Investor”).
LEASE Between RREF II Kenmore Lessor III LLC and RREF II Kenmore Lessor IV LLC, as Landlord and Gritstone bio, Inc., as Tenant At The Beacon Building Boston, MassachusettsNon-Disturbance and Attornment Agreement • September 29th, 2021 • Gritstone Bio, Inc. • Biological products, (no disgnostic substances) • Suffolk
Landlord: Collectively (subject to Section 23(a) below), RREF II Kenmore Lessor III LLC (“Lessor III”), a Delaware limited liability company, and RREF II Kenmore Lessor IV LLC (“Lessor IV”), a Delaware limited liability company
Amendment #2 to Research Collaboration and License AgreementCollaboration and License Agreement • November 5th, 2020 • Gritstone Oncology, Inc. • Biological products, (no disgnostic substances)
This Amendment #2 (“Amendment”) to the Research Collaboration and License Agreement is made by and between Gritstone Oncology, Inc. (“Gritstone”) and Bluebird Bio, Inc. (“Bluebird”). This Amendment is effective as of August 19, 2020 (the “Amendment Effective Date”).
