HOOKIPA PHARMA INC. (a Delaware corporation) 22,900,768 Shares of Common Stock 15,268 Shares of Series A-2 Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2023 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York
HOOKIPA PHARMA INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • July 12th, 2022 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York
HOOKIPA Pharma Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
HOOKIPA PHARMA INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 22nd, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Hookipa Pharma Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).(1)
HOOKIPA PHARMA INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 22nd, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between HOOKIPA Pharma Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE HOOKIPA PHARMA INC. 2019 STOCK OPTION AND INCENTIVE PLANIncentive Stock Option Agreement • April 8th, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
Pursuant to the HOOKIPA Pharma Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), HOOKIPA Pharma Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2022 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 17, 2022, by and among HOOKIPA Pharma Inc., a Delaware corporation (the “Company”), and the Gilead Sciences, Inc. (the “Purchaser”).
RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN GILEAD SCIENCES, INC. AND HOOKIPA BIOTECH AGResearch Collaboration and License Agreement • March 19th, 2020 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York
This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is made as of June 4, 2018 (the “Effective Date”), by and between Gilead Sciences, Inc., a Delaware corporation having an office at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”) and Hookipa Biotech AG, an Austrian corporation (Aktiengesellschaft) having an office at St Marx Vienna Bio Center: Helmut-Qualtinger-Gasse 2, 1030 Vienna, Austria (“Hookipa”). Gilead and Hookipa are each referred to individually as a “Party” and together as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2022 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
This Employment Agreement (“Agreement”) is made between HOOKIPA Biotech GmbH (the “Company”), and Klaus Orlinger (the “Executive”) and is made effective as of January 1, 2022 (the “Effective Date”).
CONSULTANCY AGREEMENTConsultancy Agreement • March 19th, 2020 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
ContractExclusive License Agreement • March 22nd, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
ContractExclusive License Agreement • March 22nd, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
RENTAL AGREEMENT Partial application area OfficeRental Agreement • March 22nd, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
Concluded between: Wüstenrot Marxbox GmbH & Co KG Alpenstraße 61, 5033 Salzburg FN 346428d represented by ÖRAG - Österreichische Realitäten 1010 Vienna, Herrengasse 17, as the Property Manager
ContractLicense Agreement • March 22nd, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THE NATIONAL INSTITUTES OF HEALTH BIOLOGICAL MATERIALS LICENSE AGREEMENTLicense Agreement • March 22nd, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • District of Columbia
This Agreement is entered into between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”) through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A. and Hookipa Biotech AG (“Licensee”), a corporation of Vienna, Austria, having an office at Helmut-Qualtinger-Gasse 2, 1030 Vienna, Austria.
AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • March 15th, 2023 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
This amendment (the “Amendment No. 2”) is a modification of the License Agreement by and between University of Basel, having its principal place of business at Petersgraben 35, CH-4001 Basel, Switzerland (“UNIVERSITY”), and Hookipa Biotech GmbH, having its principal place of business at Helmut-Qualtinger-Gasse 2, 1030 Vienna, Austria (“LICENSEE”), effective as of October 15, 2020 (the "Agreement"), as first amended by and among the Parties by entering into a first amendment, effective July 11, 2022.
Funding Contract concluded between The Austrian Research Promotion Agency (FFG) as Funding Agency and HOOKIPA Biotech AG Helmut-Qualtinger-Gasse 2 Commercial register no. FN 365895g as Funding Recipient. Sec. 1 Granting fundsHOOKIPA Pharma Inc. • March 19th, 2020 • Pharmaceutical preparations
Funding Contract concluded between The Austrian Research Promotion Agency (FFG) as Funding Agency and HOOKIPA Biotech AG Helmut-Qualtinger-Gasse 2 Commercial register no. FN 365895g as Funding Recipient. Sec. 1 Granting fundsHOOKIPA Pharma Inc. • March 18th, 2021 • Pharmaceutical preparations
Funding Contract concluded between The Austrian Research Promotion Agency (FFG) as Funding Agency and HOOKIPA Biotech AG Mariahilfer Straße 123/3. Stock 1060 Vienna Commercial register no. FN 365895g as Funding Recipient. Sec. 1 Granting fundsHOOKIPA Pharma Inc. • March 22nd, 2019 • Pharmaceutical preparations
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE HOOKIPA PHARMA INC. 2019 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement • April 8th, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
Pursuant to the HOOKIPA Pharma Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), HOOKIPA Pharma Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
Certain information has been excluded from this agreement (indicated by “[***]”) HOOKIPA PHARMA INC. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Research Collaboration and License...Research Collaboration and License Agreement • October 20th, 2022 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2022 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 15, 2022 (the “Effective Date”) by and between HOOKIPA PHARMA INC., a Delaware corporation (the “Company”), and GILEAD SCIENCES, INC., a Delaware corporation (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 11 hereof.
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • May 11th, 2023 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York
This Management Employment Agreement (“Agreement”) is made between HOOKIPA Pharma Inc., a Delaware corporation (the “Company”), and Christine Baker (the “Executive”) and is made effective as of 1st August 2019 (the “Effective Date”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • March 15th, 2023 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
This Amendment (“Amendment”) is a modification of the License Agreement by and between University of Basel, having its principal offices located at Petersgraben 35, 4001 Basel, Switzerland (“UNIBAS”) and Hookipa Biotech GmbH, having its principal offices located at Helmut-Qualtinger-Gasse 2, 1030 Vienna, Austria (“Hookipa”), made effective on October 15, 2020 ("Agreement").
RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN GILEAD SCIENCES, INC. AND HOOKIPA BIOTECH AGResearch Collaboration and License Agreement • March 18th, 2021 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York
This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is made as of June 4, 2018 (the “Effective Date”), by and between Gilead Sciences, Inc., a Delaware corporation having an office at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”) and Hookipa Biotech AG, an Austrian corporation (Aktiengesellschaft) having an office at St Marx Vienna Bio Center: Helmut-Qualtinger-Gasse 2, 1030 Vienna, Austria (“Hookipa”). Gilead and Hookipa are each referred to individually as a “Party” and together as the “Parties.”
RESTRICTED STOCK AWARD AGREEMENT UNDER THE HOOKIPA PHARMA INC. 2019 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • April 8th, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
Pursuant to the HOOKIPA Pharma Inc. 2019 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, HOOKIPA Pharma Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
AMENDED AND RESTATED RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between gilead sciences, Inc. and hookipa biotech gmbHResearch Collaboration and License Agreement • March 1st, 2022 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is made as of February 15, 2022 (the “Effective Date”), by and between Gilead Sciences, Inc., a Delaware corporation having an office at 333 Lakeside Drive, Foster City, CA 94404, USA (“Gilead”) and Hookipa Biotech GmbH, an Austrian corporation having an office at St Marx Vienna BioCenter: Helmut-Qualtinger-Gasse 2, 1030 Vienna, Austria (“Hookipa”). Gilead and Hookipa are each referred to individually as a “Party” and together as the “Parties.”
SHAREHOLDERS AGREEMENTShareholders Agreement • April 23rd, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • Delaware
Pinschewer, Flatz, Bergthaler and Zinkernagel are collectively referred to as the “Founders”, acting severally but not jointly, and each individually referred to as a “Founder”;
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE HOOKIPA PHARMA INC. 2019 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement for Company Employees • April 8th, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
Pursuant to the HOOKIPA Pharma Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), HOOKIPA Pharma Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE HOOKIPA PHARMA INC. 2018 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement for Company Employees • April 8th, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
Pursuant to the HOOKIPA Pharma Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), HOOKIPA Pharma Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
Funding Contract concluded between The Austrian Research Promotion Agency (FFG) as Funding Agency and HOOKIPA Biotech AG Helmut-Qualtinger-Gasse 2 1030 Vienna Commercial register no. FN 365895g as Funding Recipient. Sec. 1 Granting fundsHOOKIPA Pharma Inc. • March 22nd, 2019 • Pharmaceutical preparations
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 21st, 2023 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the “A&R Agreement”), dated as of December 20, 2023 (the “Effective Date”) by and between HOOKIPA PHARMA INC., a Delaware corporation (the “Company”), and GILEAD SCIENCES, INC., a Delaware corporation (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 11 hereof. Company and Buyer are collectively referred to herein as the “Parties” and individually as a “Party.”
RENTAL AGREEMENT Partial scope OfficeRental Agreement • March 22nd, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
CONSULTANCY SERVICE AGREEMENTConsultancy Service Agreement • November 9th, 2023 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York
This Amended and Restated Employment Agreement (“Agreement”) is made between HOOKIPA Pharma Inc., a Delaware corporation (the “Company”), and Igor Matushansky (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE HOOKIPA PHARMA INC. 2019 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • April 8th, 2019 • HOOKIPA Pharma Inc. • Pharmaceutical preparations
Pursuant to the HOOKIPA Pharma Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), HOOKIPA Pharma Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
