Y-MABS THERAPEUTICS, INC. (a Delaware corporation) 2,439,025 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
LICENSE AGREEMENT for MSK’s technology “[****] and [****] antibodies and Multimerization technology” between MEMORIAL SLOAN-KETTERING CANCER CENTER and Y-MABS THERAPEUTICS, INC.License Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) is effective on the date of the last signature below (“Effective Date”), and is by and between Memorial Sloan-Kettering Cancer Center (“MSK”), a New York not-for-profit corporation with its principal office at 1275 York Avenue, New York, NY, and Y-mAbs Therapeutics, Inc., a Delaware corporation with its principal office at c/o Satterlee Stephens Burke & Burke LLP. 230 Park Avenue, Suite 1130, New York, New York 10169 (“LICENSE”). MSK and LICENSEE are sometimes referred to singly as “Party” and collectively as “Parties”.
Y-MABS THERAPEUTICS, INC. 2015 AMENDED AND RESTATED EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
Unless otherwise defined herein, the terms defined in the Y-mAbs Therapeutics, Inc., 2015 Amended and Restated 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of November 17, 2017, by and among Y-mAbs Therapeutics, Inc., a Delaware corporation (the “Company”), HBM Healthcare Investments (Cayman) Ltd., a Cayman Islands exempt company (“HBM”), Scopia Health Care LLC, a Delaware limited liability company (“Scopia LLC”), Scopia Health Care International Master Fund LP, a Bermuda limited partnership (“Scopia LP”) and Sofinova Venture Partners X, L.P., a Delaware limited partnership (“Sofinnova”). HBM, Scopia LLC, Scopia LP and Sofinnova are also sometimes collectively referred to herein as the “Investors” and individually as an “Investor”. The Investors are also sometimes collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
SERVICE AGREEMENT BETWEEN Y-MABS THERAPEUTICS A/S AND BO KRUSEService Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations
MASTER DATA SERVICES AGREEMENTMaster Data Services Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This MASTER DATA SERVICES AGREEMENT (together with Appendix A and any Project Descriptions (as defined in Section 1), the “Agreement”) is made on September 20, 2016 (the “Effective Date”) by and between YMABS THERAPEUTICS, INC., a for profit having a place of business at 701 Gateway Drive, Suite 200, South San Francisco, Ca 94080 (“Ymabs”) and MEMORIAL SLOAN KETTERING CANCER CENTER, a New York membership corporation with principal offices at 1275 York Avenue, New York, New York 10065 (“Institution”).
Exhibit D SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Sponsored Research Agreement (this “Agreement”), effective as of the date of the signature of the underlying license agreement, SK2017-1696, dated November 13, 2017, (“Effective Date”), is between Memorial Sloan Kettering Cancer Center, a New York not-for-profit entity, with offices at 1275 York Avenue, New York, NY 10065 (“MSK”) and Y-mAbs Therapeutics, Inc., a Delaware corporation with a principal office at 750 3rd Avenue. New York, N.Y. 10017 (“Sponsor”). MSK and Sponsor may be individually referred to as a “Party”, and collectively as the “Parties”. This Exhibit D, including Appendix A and Appendix B attached hereto, replaces the Exhibit D (including Appendix B) of the License Agreement for MSK’s technology “CD33 Antibodies and constructs thereof” between Memorial Sloan Kettering Cancer Center and Y-mAbs Therapeutics, Inc., dated November 10, 2017 in its entirety, and such original Exhibit D is hereby cancelled and void.
ASSET PURCHASE AGREEMENT BY AND BETWEEN UNITED THERAPEUTICS CORPORATION AND Y-MABS THERAPEUTICS, INC. December 24, 2020Asset Purchase Agreement • February 19th, 2021 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 24, 2020 (“Effective Date”), by and between United Therapeutics Corporation, a Delaware corporation (“Buyer”), and Y-mAbs Therapeutics, Inc., a Delaware corporation (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Sponsored Research Agreement (this “Agreement”), effective as of the date of the last signature below (“Effective Date”), is between Memorial Sloan Kettering Cancer Center, a New York not-for-profit entity, with offices at 1275 York Avenue, New York, NY 10065 (“MSK”) and YmAbs, a Delaware corporation with a principal office at 750 Third Avenue, New York, NY 1017,(“Sponsor”). MSK and Sponsor may be individually referred to as a “Party”, and collectively as the “Parties”.
RXR HB OWNER LLC, Landlord TO Y-MABS THERAPEUTICS, INC., TenantLease • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
LEASE, dated as of January 10th, 2018, between RXR HB OWNER LLC (“Landlord”), a Delaware limited liability company whose address is c/o RXR Realty LLC, 625 RXR Plaza, Uniondale, NY 11556, and Y-MABS THERAPEUTICS, INC. (“Tenant”), a Delaware corporation, whose address is 750 Third Avenue, New York, New York 10017, prior to the commencement of the Term, and thereafter Tenant’s address shall be that of the Building.
SERVICE AGREEMENT BETWEEN Y-MABS THERAPEUTICS, INC. AND THOMAS GADService Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
FORM OF OFFICER AND DIRECTOR INDEMNIFICATION AGREEMENTForm of Officer and Director Indemnification Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • Delaware
OFFICER AND DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”) dated as of [ ], 2017 by and between Y-MABS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”).
SERVICE AGREEMENT BETWEEN Y-MABS THERAPEUTICS, INC. AND CLAUS JUAN MØLLER SAN PEDROService Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
INVESTIGATOR-SPONSORED MASTER CLINICAL TRIAL AGREEMENTTrial Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS INVESTIGATOR-SPONSORED TRIAL AGREEMENT (together with Appendix A, the “Agreement”) is made as of the date last signed below (the “Effective Date”) by and among Y-mAbs Therapeutics, Inc, a corporation with offices at 750 Third Avenue, 9th floor, New York, NY 10017 (“Company”), on the one hand; and MEMORIAL SLOAN KETTERING CANCER CENTER, a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York, New York 10065, on behalf of Memorial Hospital for Cancer and Allied Diseases, its Regional Network sites, MSK Alliance Clinical Trial Sites, and its Cancer Health Equity Research Program Sites (“MSK”), and on behalf of itself and its employee specified in the applicable Study Addendum (“Investigator-Sponsor”), on the other hand. The parties agree that INVESTIGATOR-SPONSOR is not a party to this Agreement.
AMENDMENT NO. 1 to LICENSE AGREEMENT for MSK’S technology Technology” between MEMORIAL SLOAN-KETTERING CANCER CENTER and Y-MABS THERAPEUTICS, INC. DATED: MARCH 18, 2021License Agreement • May 6th, 2021 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 dated February , 2021 (the “Amendment”), is made to that certain License Agreement for MSK’s technology “[***] and [***] antibodies and Multimerization Technology” dated August 20, 2015 (the “License Agreement”), by and between Memorial Sloan Kettering Cancer Center (“MSK”), a New York not-for-profit corporation, with its principal offices at 1275 York Avenue, New York, NY 10065; and Y-mAbs Therapeutics, Inc., a Delaware corporation, with its principal offices located at 230 Park Avenue, Suite 3350, New York, NY 10169 (“LICENSEE”). MSK and LICENSEE are sometimes referred to herein singly as a “Party” and collectively as “Parties”.
LICENSE AGREEMENTLicense Agreement • December 22nd, 2020 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is entered into as of December 17, 2020 (the “Effective Date”), by and between Y-mAbs Therapeutics, Inc., a Delaware corporation with its principal offices located at 230 Park Avenue, Suite 3350, New York, NY 10169, USA (“Y-mAbs”) and SciClone Pharmaceuticals International Ltd., a company having a registered address at P.O. Box 309, Ugland House, Grand Cayman, KY 1-1104, the Cayman Islands (“SciClone”).
Y-MABS THERAPEUTICS, INC. EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTAssignment Agreement • October 18th, 2023 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
In consideration of my employment or continued employment by Y-mAbs Therapeutics, Inc. (“Employer”), and its subsidiaries, parents, affiliates, successors, and assigns (together with Employer, “Company”), the compensation paid to me now and during my employment with Company, and Company’s agreement to provide me with access to its Confidential Information (as defined below), I enter into this Employee Confidential Information and Inventions Assignment Agreement with Employer (the “Agreement”).
EMPLOYMENT CONTRACT Between Y-mAbs Therapeutics A/5 Agern Alle 11 and Dr. Vignesh Rajah’ (the "Employee") (collectively the "Parties")Employment Contract • May 9th, 2022 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations
LICENSE AGREEMENT “DOTA-PRIT (Pre-Targeted Radioimmunotherapy)” between MEMORIAL SLOAN KETTERING CANCER CENTER and Y-MABS THERAPEUTICS, INC. Dated: April 15, 2020License Agreement • April 21st, 2020 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) is effective on the date of the last signature below (“Effective Date”), and is by and between Memorial Sloan Kettering Cancer Center (“MSK”), a New York not-for-profit corporation with its principal office at 1275 York Avenue, New York, NY, and Y-mAbs Therapeutics, Inc., a Delaware corporation with its principal office at 750 3rd Avenue, New York, N.Y. 10017 (“LICENSEE”). MSK and LICENSEE are sometimes referred to singly as “Party” and collectively as “Parties”.
ADDENDUM TO EMPLOYMENT CONTRACT Between Y-mAbs Therapeutics A/S Agern Allé 11 (the “Employer") and Vignesh Rajah (the “Employee”) (collectively the “Parties")Vignesh Rajah • May 9th, 2022 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations
With effect from March 10, 2021, the Employment Contract entered into between the Parties (with previous amendments, the “Employment Contract”) shall be amended as follows:
SUBLICENSE AGREEMENTSublicense Agreement • December 19th, 2019 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This SUBLICENSE AGREEMENT (the “Agreement”) is made and signed as of June 27, 2018 (the “Effective Date”) by and between MABVAX THERAPEUTICS HOLDINGS, INC., with a principal place of business at 11535 Sorrento Valley Road, Suite 400, San Diego, CA 92121 (“MabVax”), on the one hand, and Y-MABS THERAPEUTICS INC., with a principal place of business at 230 Park Avenue, Suite 3350, New York, NY 10169 (“YmAbs”), on the other hand. MabVax and YmAbs are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Translation from Danish] LEASE AGREEMENT between Weco Management ApS Rungsted Strandvej 113Lease Agreement • April 3rd, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations
According to Appendix A of 30 May 2016, Weco Management ApS has leased a total of 1,591.90 square meters of the property SØHOLM, landmark no. 3-an and 3-oy., Rungsted Strandvej 113, 2960 Rungsted Kyst, Denmark (hereinafter referred to as the “Main Lease Agreement)
EMPLOYMENT AGREEMENT for MICHAEL ROSSIEmployment Agreement • October 18th, 2023 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”) is made between Y-mAbs Therapeutics, Inc. (the “Company”) and Michael Rossi (the “Executive”) (collectively, the “Parties”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 7th, 2022 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Separation Agreement and General Release (the “Agreement”) is made and entered into by and between Y-mAbs Therapeutics, Inc. (the “Company”), located at 230 Park Avenue, Suite 3350, New York, NY 10169, and its employee, Claus Juan Møller San Pedro (“Employee”), who resides at [***].
MASTER SPONSORED RESEARCH AGREEMENTMaster Sponsored Research Agreement • October 8th, 2020 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Master Sponsored Research Agreement (this “Agreement”), effective as of the date of the last signature below (“Effective Date”), is by and between Memorial Sloan Kettering Cancer Center, a New York not-for-profit entity, with offices at 1275 York Avenue, New York, NY 10065 (“MSK”) and Y-mAbs Therapeutics, Inc., a Delaware corporation with a principal office at 230 Park Avenue, Suite 3350, New York, New York 10169 (“Sponsor”). MSK and Sponsor may be individually referred to as a “Party”, and collectively as the “Parties”.
ContractLicense Agreement • May 9th, 2022 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations
Certain information (marked as [***]) has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
ADDENDUM TO EMPLOYMENT CONTRACT Between Y-mAbs Therapeutics A/S Agern Alle 11 (the "Employer")Y-mAbs Therapeutics, Inc. • May 9th, 2022 • Pharmaceutical preparations
With effect from June 1, 2020, the Employment Contract entered into between the Parties (with previous amendments, the "Employment Contract") shall be amended as follows:
EMPLOYMENT AGREEMENT for Vignesh RajahEmployment Agreement • February 29th, 2024 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”) is made between Y-mAbs Therapeutics, Inc. (the “Company”) and Vignesh Rajah (the “Executive”) (collectively, the “Parties”).
AMENDMENT TO LEASETo Lease • November 13th, 2023 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT TO LEASE (this “Amendment”) dated as of August 16th, 2023 (the “Effective Date”) between RXR HB OWNER LLC, having an office c/o RXR Realty LLC, 625 RXR Plaza, Uniondale, New York 11556 (“Landlord”), and Y-MABS THERAPEUTICS, INC., having an office at 230 Park Avenue, New York, New York 10169 (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this [xx] day of December 2021 (the “Effective Date”), between SUE SMITH, whose principal residence is located at [***](the “Employee”), and Y-MABS THERAPEUTICS, INC., with its principal place of business located at 230 Park Avenue, Suite 3350, New York, New York 10169 (the “Company”) (the Employee and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 13, 2017 BY AND AMONG Y-MABS THERAPEUTICS, INC. AND HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD. AND THE PERSONS AND ENTITIES LISTED ON EXHIBIT A HERETORegistration Rights Agreement • August 24th, 2018 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of October 13, 2017, by and among Y-mAbs Therapeutics, Inc., a Delaware corporation (the “Company”) HBM Healthcare Investments (Cayman) Ltd. (“HBM”), a Cayman Islands exempted company, and the persons and entities listed on Exhibit A hereto (each, an “Investor” and along with HBM collectively, the “Investors”). The Investors are also sometimes collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
EMPLOYMENT CONTRACTEmployment Contract • May 9th, 2022 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations
AMENDED AND RESTATED SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 19th, 2019 • Y-mAbs Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Sponsored Research Agreement (this “Agreement”), effective as of the date of the last signature below (“Effective Date”), is by and between Memorial Sloan Kettering Cancer Center, a New York not-for-profit entity, with offices at 1275 York Avenue, New York, NY 10065 (“MSK”) and Y-mAbs Therapeutics, Inc., a Delaware corporation, with a principal office at 230 Park Avenue, Suite 3350, New York, NY 10169 (“Sponsor”). MSK and Sponsor may be individually referred to as a “Party”, and collectively as the “Parties”.
