INDEMNITY AGREEMENTIndemnity Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between CELLADON CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
August 30, 2013 Krisztina M. Zsebo, Ph.D.Release Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • California
On behalf of the Board of Directors (the “Board”) of Celladon Corporation (the “Company”), I am pleased to offer you continued employment at the Company on the terms set forth in this letter agreement (the “Agreement”). Subject to your acceptance by signing below, this Agreement will become effective upon the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock, pursuant to which such common stock is priced for the initial public offering (the “Effective Date”). As of the Effective Date, this Agreement replaces and supersedes in its entirety the letter agreement between you and the Company dated July 2, 2012 (the “Prior Agreement”), as provided in Section 12 below.
SUBLICENSE AGREEMENTSublicense Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • California
THIS SUBLICENSE AGREEMENT (the “Agreement”), effective as of June 27, 2012 (the “Effective Date”), is entered into by and between CELLADON CORPORATION, a Delaware corporation (“Celladon”), with its principal place of business at 12760 High Bluff Drive, Suite 240, San Diego, CA 92130-2019, and AMPLIPHI BIOSCIENCES CORPORATION, a Washington corporation (“AmpliPhi”), with its principal place of business at 1100 Olive Way, Suite 100, Seattle, WA 98101.
AMENDED AND RESTATED MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Manufacturing Services Agreement (the “Agreement”) is made as of August 26, 2013 (the “Restatement Date”), between Lonza Houston, Inc., a Delaware corporation having its principal place of business at 8066 El Rio St., Houston, TX 77054 (“LHI”), and Celladon Corporation, a Delaware corporation, having an office at 12760 High Bluff Drive, Suite 240, San Diego, CA 92130 (“CLIENT”) (each of LHI and CLIENT, a “Party” and, collectively, the “Parties”).
LICENSE AGREEMENT BETWEEN CELLADON CORPORATION AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO. [...***...] CASE NO. [...***...] CASE NO. [...***...] CASE NO. [...***...] CASE NO. [...***...] CASE NO. [...***...] CASE NO. [...***...]License Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • California
This agreement (“Agreement”) is made by and between Celladon Corporation, a California corporation having a business address at 9445 La Jolla Farms Road, La Jolla, California 92037 (“LICENSEE”) and The Regents Of The University Of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer and Intellectual Property Services, Mailcode 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
THIS AGREEMENT made this 24th day of February 2009 BETWEEN: AdVec Inc. Ancaster, Ontario L9G 2B8 CANADA hereinafter referred to as “ADVEC” of the FIRST PART, AND: CELLADON CORPORATION La Jolla, CA 92037 hereinafter referred to as “RECIPIENT” of the...License Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • Ontario
WHEREAS, Dr. F.L. Graham, Professor of Biology and Pathology of McMaster University has researched and developed certain Human embryo kidney cells transformed by Adenovirus 5 DNA (hereinafter referred to as “293 cells”).
UNIVERSITY OF MINNESOTA EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • Minnesota
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (the “Agreement”) is made by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, Minnesota 55114 (the “University”), and the Licensee identified below.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • California
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into as of June 7, 2006 (the “Effective Date”) by and between MARTIN J. KAPLITT, M.D., an individual having an address of [...***...] (“Licensor”), and CELLADON CORPORATION, a California corporation, with offices at 2223 Avenida de la Playa, Suite 206, La Jolla, CA 92037 (“Celladon”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • California
THIS NON-EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into as of November 4, 2010 (the “Effective Date”), by and between CELLADON CORPORATION, a California corporation (“Celladon”), having offices at 2223 Avenida de la Playa, Suite 205, La Jolla, California 92037, and VIROVEK INCORPORATION, a California corporation (“Virovek”), having offices at 3521 Investment Boulevard, Suite 1, Hayward, CA 94545.
