0001104659-20-104010 Sample Contracts

EXCLUSIVE LICENSE AGREEMENT between EMORY UNIVERSITY, CHILDREN’S HEALTHCARE OF ATLANTA, INC., UAB RESEARCH FOUNDATION, and Incysus, LTD.
Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances) • Georgia
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Second Amendment to Exclusive License Agreement between Emory University (“Emory”), Children’s Healthcare of Atlanta, Inc. (“CHOA”), The UAB Research Foundation (“UABRF”) and Incysus , Ltd.
Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)

This Second Amendment to Exclusive License Agreement (this “Second Amendment”) is made effective as of the date of the last signature of the Parties (as evidenced below their signatures on the signature page) (the “Second Amendment Effective Date”) by and between Emory University, Children’s Healthcare of Atlanta, Inc., The UAB Research Foundation (hereinafter together the “LICENSOR”) and Incysus Therapeutics, Inc. (“COMPANY”). COMPANY and Licensor may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).

Exclusive License Agreement Between The UAB Research Foundation and Incysus, Ltd. March 10, 2016
Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances) • Alabama

This exclusive license agreement (this “Agreement”) is made and is effective as of March 10th, 2016 (the “Effective Date”) between The UAB Research Foundation (“UABRF”), a non-profit 501(c)(3) corporation incorporated in the State of Alabama with its principal place of operations at 701 20th Street South, Birmingham, AL 35233 and Incysus, Ltd. (the “Licensee”), an entity incorporated in Bermuda, with its principal place of operations at Clarendon House 2 Church Street Hamilton HM 11, Bermuda.

Second Amendment to Exclusive License Agreement between The UAB Research Foundation (“UABRF”) and Incysus, Ltd.
Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)

This Second Amendment to Exclusive License Agreement (this “Second Amendment”) is made effective as of January 26, 2017 (the “Second Amendment Effective Date”) by and between The UAB Research Foundation (“UABRF”) and Incysus, Ltd. (“Licensee”). Licensee and UABRF may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).

Fourth Amendment to Exclusive License Agreement between The UAB Research Foundation (“UABRF”) and Incysus Therapeutics, Inc.
Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)

This Fourth Amendment to Exclusive License Agreement (this “Fourth Amendment”) is made effective as of the date of the last signature of the Parties (as evidenced below their signatures on the signature page) (the “Fourth Amendment Effective Date”) by and between The UAB Research Foundation (“UABRF”) and Incysus Therapeutics, Inc. (previously known as Incysus, Ltd.) (“Licensee”). Licensee and UABRF may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).

First Amendment to Exclusive License Agreement between the UAB Research Foundation (“UABRF”) and Incvsus, Ltd. (“Licensee”)
Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)

This First Amendment to Exclusive License Agreement (this “First Amendment”) is made effective as of December 14, 2016 (the “First Amendment Effective Date”) by and between Incysus, Ltd. (“Licensee”) and The UAB Research Foundation (“UABRF”). Licensee and UABRF may be each individually referred to as a “Party” and collectively, the “Parties”.

INVESTORS’ RIGHTS AGREEMENT
Purchase Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances) • Delaware

This Investors’ Rights Agreement (this “Agreement”), is made as of the 7th day of May, 2018, by and among Incysus Therapeutics, 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”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Third Amendment to Exclusive License Agreement between The UAB Research Foundation (“UABRF”) and Incvsus, Ltd.
Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)

This Third Amendment to Exclusive License Agreement (this “Third Amendment”) is made effective as of the date of the last signature of the Parties (as evidenced below their signatures on the signature page) (the “Third Amendment Effective Date”) by and between The UAB Research Foundation (“UABRF”) and Incysus, Ltd. (“Licensee”). Licensee and UABRF may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).

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