INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 20[●] by and between Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
XILIO DEVELOPMENT, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2023 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of May 5, 2023, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and XILIO DEVELOPMENT, INC. (“Borrower”).
•] Shares XILIO THERAPEUTICS, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTXilio Therapeutics, Inc. • October 18th, 2021 • Pharmaceutical preparations • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), Cowen and Company, LLC (“Cowen”) and Guggenheim Securities, LLC (together with Morgan Stanley and Cowen, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock, $0.0001 par value per share, of the Company (the “Common Stock”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2024 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is entered into as of September 5, 2023 (the “Effective Date”) by and between Xilio Therapeutics, Inc. (the “Company”) and Katarina Luptakova, M.D. (the “Executive”) (together, the “Parties”).
Xilio Therapeutics, Inc. Restricted Stock Agreement Granted Under 2020 Stock Incentive PlanRestricted Stock Agreement • May 24th, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Agreement (the “Agreement”) is made this [____] day of [_____________], 20[ ], between Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), and [________________________] (the “Participant”).
Xilio Therapeutics, Inc. Stock Option Agreement Granted Under 2020 Stock Incentive PlanStock Option Agreement • May 24th, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations
This Stock Option Agreement (this “Agreement”) is made between Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), and the Participant pursuant to the 2020 Stock Incentive Plan (the “Plan”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2024 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2024 (the “Execution Date”) by and among Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
Re: Employment AgreementXilio Therapeutics, Inc. • October 1st, 2021 • Pharmaceutical preparations • Massachusetts
On behalf of Akrevia Therapeutics Inc. (the “Company”), I am pleased to offer you the position as the Company’s Chief Operating Officer (“COO”). The terms of your employment are set forth below in this Employment Agreement (the “Agreement.)
VIA ELECTRONIC MAIL March 12, 2021 Joseph L. Farmer Dear Joe:Consulting Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
As we discussed, your employment with Xilio Therapeutics, Inc. (f/k/a/ Akrevia Therapeutics, Inc., and hereinafter, the “Company”) will end effective March 12, 2021 (the “Separation Date”). As we also discussed, although you are electing to leave the Company, the Company has agreed to provide you with the severance benefits described in detail in paragraph 1 below if you sign and return this letter agreement to me no later than April 3, 2021 (but no earlier than the Separation Date) and do not revoke your agreement (as described below). By signing and returning this letter agreement and not revoking your acceptance, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 2. Therefore, you are advised to consult with an attorney before signing this letter agreement and you have been given at least twenty-one (21) days to do so. If you
SERVICE AGREEMENTService Agreement • October 18th, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS SERVICE AGREEMENT (this “Agreement”), made this 11th day of June, 2020, is entered into by Xilio Therapeutics Inc., a Delaware corporation (the “Company”), and Daniel S. Lynch (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of September 30, 2021 by and between Xilio Therapeutics, Inc. (the “Company”), and Martin Huber, M.D. (the “Executive”) (together, the “Parties”).
CTLA-4 MONOCLONAL ANTIBODY LICENSE AGREEMENTLicense Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
In consideration of the mutual promises and conditions set forth herein and other good and valuable consideration, WuXi and Akriveia, intending to be legally bound, agree as follows:
CONSULTING AGREEMENTConsulting Agreement • November 9th, 2023 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”), effective as of September 8, 2023 (the “Effective Date”), is entered into between Xilio Therapeutics, Inc. (the “Company”) and Martin Huber, M.D. (the “Consultant”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDED AND RESTATED...Exclusive License Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of August, 2016 (the “Effective Date”) by and between Akriveia Therapeutics Inc., a for-profit company with a registered address at 615 South DuPont Highway, Dover, DE 19901 (“Licensee”) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“City of Hope” or “COH”). Licensee and COH are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CROSS-LICENSE AGREEMENTCross-License Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Cross-License Agreement (“Agreement”), effective as of December 16, 2020 (the “Effective Date”) and executed on February 11, 2021 (the “Execution Date”), is by and among Xilio Development, Inc., a Delaware corporation with an address at 828 Winter Street, Waltham, MA 02451 (“Xilio”), AskGene Pharma, Inc., a Delaware corporation with an address at 5217 Verdugo Way, Suite A, Camarillo, CA 93012 (“AskGene”) and, solely for purposes of Section 12.8, Xilio Therapeutics, Inc., a Delaware corporation with an address at 828 Winter Street, Waltham, MA 02451 (“Parent”). Xilio and AskGene are referred to herein collectively as the “Parties” and each individually as a “Party.”
XILIO THERAPEUTICS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT FEBRUARY 23, 2021 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of February, 2021, by and among Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any person that becomes a party to this Agreement in accordance with Section 3.9 hereof.
Xilio Therapeutics, Inc. NONSTATUTORY STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORNonstatutory Stock Option Agreement • October 18th, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations
For so long as Participant remains an Eligible Participant (as defined in Section 3(b) hereof) on the relevant date, this stock option shall vest as set forth below; provided that, if a Participant is an Eligible Participant on the date of the Participant’s death or disability (as defined in Section 3(d) hereof) or due to a change in control of the Company (as defined in Exhibit A), all shares subject to this stock option shall immediately become fully vested effective as of the date of such death, disability or change in control.
Xilio Therapeutics, Inc. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 14th, 2024 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • New York
This Investor Rights Agreement (this “Agreement”) is made as of March 27, 2024, by and between Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), and Gilead Sciences, Inc., a Delaware corporation (“Gilead”).
LICENSE AGREEMENTLicense Agreement • May 14th, 2024 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is made and entered into as of March 27, 2024 (the “Effective Date”) by and between Xilio Development, Inc., a Delaware corporation (“Xilio”) and Gilead Sciences, Inc., a Delaware corporation (“Gilead”) and with respect to Section 15.7 only, Xilio Therapeutics, Inc., a Delaware Corporation (“Xilio Parent”). Xilio and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Xilio Therapeutics, Inc. STOCK OPTION AGREEMENTStock Option Agreement • October 18th, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations
For so long as Participant remains an Eligible Participant (as defined in Section 3(b) hereof) on the relevant date, this stock option shall vest as set forth below; provided that, if a Participant is an Eligible Participant on the date of the Participant’s death or disability (as defined in Section 3(d) hereof), all shares subject to this stock option shall immediately become fully vested effective as of the date of such death or disability.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2024 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2024 by and among Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. XILIO THERAPEUTICS,...Common Stock Purchase Agreement • May 14th, 2024 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 27, 2024, by and between Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), and Gilead Sciences, Inc., a Delaware corporation (“Gilead”).
Xilio Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENT Granted under 2022 Inducement Stock Incentive PlanRestricted Stock Unit Agreement • March 2nd, 2023 • Xilio Therapeutics, Inc. • Pharmaceutical preparations
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Electronic acceptance of the RSUs pursuant to the Company’s instructions to the Participant (including through an online acceptance process) is acceptable.
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2024 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 3, 2024 (the “Effective Date”) by and between Xilio Therapeutics, Inc. (the “Company”) and Christopher Frankenfield (the “Executive”) (together, the “Parties”).
AKREVIA THERAPEUTICS INC. AKREVIA CONCERTO LLC LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2022 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of November 21, 2019, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and Akrevia Therapeutics Inc. and Akrevia Concerto LLC (individually and collectively referred to as “Borrower”).
Xilio Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENT Granted under 2021 Stock Incentive PlanRestricted Stock Unit Agreement • January 3rd, 2024 • Xilio Therapeutics, Inc. • Pharmaceutical preparations
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Electronic acceptance of the RSUs pursuant to the Company’s instructions to the Participant (including through an online acceptance process) is acceptable.
Xilio Therapeutics, Inc. NONSTATUTORY STOCK OPTION AGREEMENT Granted under 2022 Inducement Stock Incentive PlanNonstatutory Stock Option Agreement • March 2nd, 2023 • Xilio Therapeutics, Inc. • Pharmaceutical preparations
Xilio Therapeutics, Inc. (the “Company”) hereby grants the following stock option to the optionee named below pursuant to the Company’s 2022 Inducement Stock Incentive Plan (as amended through the date hereof, the “Plan”). The terms and conditions attached hereto are also a part hereof and incorporated herein by reference.
