WARRANT TO PURCHASE STOCKGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including without limitation the mutual promises contained in that certain Loan and Security Agreement of even date herewith (the “Loan Agreement”) entered into by and among SILICON VALLEY BANK (“Holder”), Oxford Finance Corporation and the company named above (the “Company”), Holder is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued in connection with the Loan Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTRelease Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective (the “Effective Date”), by and between TIMOTHY C. RODELL (“Executive”) and GLOBEIMMUNE, INC. (the “Company”).
GLOBEIMMUNE, INC. WARRANT TO PURCHASE SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCKGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • Colorado
THIS CERTIFIES THAT, for value received, AQUILO PARTNERS, INC., with its principal office at One Maritime Plaza, 15th Floor, San Francisco, California 94111, or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from GLOBEIMMUNE, INC., a Delaware corporation, with its principal office at 1450 Infinite Drive, Louisville, Colorado 80027 (the “Company”), 158,129 shares of Series C Convertible Redeemable Preferred Stock of the Company (the “Preferred Stock”), as provided herein.
LICENSE AND COLLABORATION AGREEMENT BY AND BETWEEN GLOBEIMMUNE, INC. AND GILEAD SCIENCES, INC.License and Collaboration Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • New York
THIS LICENSE AND COLLABORATION AGREEMENT (together with any exhibits attached hereto, this “Agreement”) is made and entered into as of October 24, 2011 (the “Effective Date”), by and between GlobeImmune, Inc., a Delaware corporation located at 1450 Infinite Drive, Louisville, Colorado 80027, United States of America (“GlobeImmune”), and Gilead Sciences, Inc., a Delaware corporation located at 333 Lakeside Drive, Foster City, California 94404, United States of America (“Gilead”). GlobeImmune and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCHAnd Development Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
GLOBEIMMUNE, INC. WARRANT TO PURCHASE COMMON STOCKGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • Colorado
THIS CERTIFIES THAT, for value received, SMG, INC., or its successors or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from GLOBEIMMUNE, INC., a Delaware corporation (the “Company”), with its principal office at 1450 Infinite Drive, Louisville, Colorado 80027, up to a maximum of 59,796 shares of the Common Stock of the Company (the “Common Stock”), as provided herein.
ContractGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • District of Columbia
[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
ContractTransfer Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • Colorado
[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
GLOBEIMMUNE, INC. FIFTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • Delaware
THIS FIFTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of January 14, 2010 by and among GLOBEIMMUNE, INC., a Delaware corporation (the “Corporation”), those original stockholders of the Corporation listed on Schedule 1 hereto (hereinafter referred to collectively as the “Original Stockholders”), those stockholders of the Corporation listed from time to time on Schedule 2 hereto (together with those certain stockholders of the Corporation that shall from time-to-time become party to this Agreement and listed on Schedule 2 hereto effective as of the date indicated on the counterpart signature page hereto, “Investors” and together with the Original Stockholders, the “Holders”).
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT —EXCLUSIVE COVER PAGEGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
ContractCollaboration and Option Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • New York
[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT — EXCLUSIVE COVER PAGEGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
ContractMaterial Transfer Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • District of Columbia
[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT — EXCLUSIVE COVER PAGEGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
Amendment # 2 to the Collaboration and Option AgreementCollaboration and Option Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations
This is a Second Amendment (“Amendment #2”) to the Collaboration and Option Agreement dated May 14th 2009 (the “Agreement) by and between Celgene Corporation, a Delaware Corporation having a place of business at 86 Morris Avenue, Summit, New Jersey 07901 (“Celgene”), and GlobeImmune, Inc., a Delaware Corporation having a place of business at 1450 Infinite Drive, Louisville, Colorado 80027 (“GlobeImmune”).
GLOBEIMMUNE, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • Delaware
GLOBEIMMUNE, INC., a Delaware corporation (the “Corporation”), hereby grants an option to purchase shares of its Common Stock, $.001 par value, (the “Stock”) to the optionee named below (the “Optionee”). The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Corporation’s 2002 Stock Incentive Plan (the “Plan”).
GLOBEIMMUNE, INC. INCENTIVE STOCK OPTION AGREEMENT(1)Incentive Stock Option Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • Delaware
GLOBEIMMUNE, INC., a Delaware corporation (the “Corporation”), hereby grants an option to purchase shares of its Common Stock, $.001 par value, (the “Stock”) to the optionee named below (the “Optionee”). The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Corporation’s 2002 Stock Incentive Plan (the “Plan”).
LEASELease • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • Colorado
GlobeImmune adheres to quantity limits specified in the FRA’s “Tenant Guidelines for Types and Quantity of Hazardous Materials and Chemicals Allowed for Use and Storage in the Bioscience Park Center”. (see attached). This insures that the building does not exceed exempt limits.
AMENDMENT #3 TO THE COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations
THIS AMENDMENT #3 TO THE COLLABORATION AND OPTION AGREEMENT (together with any appendices attached hereto, this “Amendment #3”) is made and entered into as of June 16, 2011 (the “Amendment #3 Effective Date”), by and between GlobeImmune, Inc., a Delaware corporation located at 1450 Infinite Drive, Louisville, Colorado 80027, United States of America (“GlobeImmune”), and Celgene Corporation, a Delaware corporation located at 86 Morris Avenue, Summit, New Jersey 07901, United States of America (“Celgene”). GlobeImmune and Celgene are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
GLOBEIMMUNE, INC. 2002 STOCK INCENTIVE PLAN Termination Date: December 31, 2012Globeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • Colorado
GlobeImmune, Inc., a Delaware corporation (the “Corporation”), sets forth herein the terms of its 2002 Stock Incentive Plan (the “Plan”) as follows:
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of this 3rd day of June, 2010 (the “Effective Date”), by and between SF INFINITE DRIVE LLC, a Delaware limited liability company (“Landlord”), and GLOBEIMMUNE, INC., a Delaware corporation (“Tenant”).
Amendment # 1 to the Collaboration and Option AgreementCollaboration and Option Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations
This is an Amendment (“Amendment”) to the Collaboration and Option Agreement dated May 14th 2009 (the “Agreement) by and between Celgene Corporation, a Delaware corporation having a place of business at 86 Morris Avenue, Summit, New Jersey 07901 (“Celgene”), and GlobeImmune, Inc., a Delaware corporation having a place of business at 1450 Infinite Drive, Louisville, Colorado 80027 (“GlobeImmune”).
GLOBEIMMUNE, INC. WARRANT TO PURCHASE SERIES C PREFERRED STOCKGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • Colorado
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from GLOBEIMMUNE, INC., a Delaware corporation, with its principal office at 1450 Infinite Drive, Louisville, CO 80027 (the “Company”), shares of Series C Preferred Stock of the Company (the “Preferred Stock”), as provided herein.
PUBLIC HEALTH SERVICE FIRST AMENDMENT TO PATENT LICENSE AGREEMENT — EXCLUSIVE (LICENSE NUMBER: L-127-2007/0) (AMENDMENT NUMBER: L-127-2007/1)Globeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations
This is the first amendment (“First Amendment”) of the Patent License Agreement—Exclusive by and between the National Institutes of Health (“NIH”) or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as agencies of the United States Public Health Service (“PHS”) within the Department of Health and Human Services (“HHS”), and GlobeImmune, Inc., having an effective date of June 12, 2007 and having NIH Reference Number L-127-2007/0 (“Agreement”). This First Amendment, having NIH Reference Number L-127-2007/1, is made between the PHS through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and GlobeImmune, Inc., having an office at 1450 Infinite Drive, Louisville, Colorado 80027 (“Licensee”). This First Amendment includes, in addition to the amendments made below, a Signature Page.
Amendment to the Field-Of-Use Non-Exclusive License Agreement for Yeast-Based Delivery Vehicles Between Washington Research Foundation and GlobeImmune, Inc.Globeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations
This Amendment to Field-Of-Use Non-Exclusive License Agreement For Yeast-Based Delivery Vehicles Between Washington Research Foundation and GlobeImmune, Inc. (the “Amendment”) is entered into by Washington Research Foundation (“WRF”), a non-profit Washington Corporation, having administrative offices at 2815 Eastlake Avenue East, Suite 300, Seattle, Washington U.S.A. 98102, and GlobeImmune, Inc. (“GLOBEIMMUNE”), a corporation organized under the laws of Delaware, having its principal office at 1450 Infinite Drive, Louisville, CO 80027, and is effective as of the day of the last of the PARTIES to sign (the “Amendment Date”).
LEASE AMENDMENTGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations
THIS LEASE AMENDMENT (“Amendment”), dated as of August 25, 2006, amends that certain lease agreement (“Lease”) dated October 25, 2005 between TRIUMPH 1450, LLC AND MRA DESERT VILLAS, LLC as tenants-in-common (successor-in-interest to Triumph 1450, LLC) (“Landlord”) and GLOBEIMMUNE, INC. (“Tenant”) covering premises located at 1450 Infinite Drive, Louisville, Colorado.
SECOND AMENDMENT To AGREEMENT AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations
This Second Amendment to Agreement and Restated Intellectual Property License Agreement (the “Second Amendment”), effective as of March 12, 2010 (the “Second Amendment Effective Date”) by and among GLOBEIMMUNE, INC., a corporation organized under the laws of Delaware, having its principal office at 1450 Infinite Drive, Louisville, CO 80027 (“GlobeImmune”), THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at 1800 Grant Street, 8th Floor, Denver, CO 80203 (“University”), and the UNIVERSITY LICENSE EQUITY HOLDINGS, INC., a Colorado corporation and successor to the University Technology Corporation, having its principal office at 4740 Walnut Street, Suite 100, Campus Box 588, Boulder Colorado 80309 (“ULEHI”).
PUBLIC HEALTH SERVICE SECOND AMENDMENT TO PATENT LICENSE AGREEMENT — EXCLUSIVE (LICENSE NUMBER: L-127-2007/0) (AMENDMENT NUMBER: L-127-2007/2)Globeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations
This is the second amendment (“Second Amendment”) of the Patent License Agreement—Exclusive by and between the National Institutes of Health (“NIH”) or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as agencies of the United States Public Health Service (“PHS”) within the Department of Health and Human Services (“HHS”), and GlobeImmune, Inc., having an effective date of June 12, 2007 and having NIH Reference Number L-127-2007/0 (“Agreement”). This Second Amendment, having NIH Reference Number L-127-2007/2, is made between the PHS through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and GlobeImmune, Inc., having an office at 1450 Infinite Drive, Louisville, Colorado 80027 (“Licensee”). This Second Amendment includes, in addition to the amendments made below, a Signature Page and Attachment 1 (Royalty Payment Information).
ContractGlobeimmune Inc • July 2nd, 2012 • Pharmaceutical preparations • Washington
[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
AMENDMENT (1) To AGREEMENT AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENTTransfer Agreement • July 2nd, 2012 • Globeimmune Inc • Pharmaceutical preparations • Colorado
This Amendment to Agreement and Restated Intellectual Property License Agreement (the “Amendment”), effective as of May 5, 2009 (the “Amendment Effective Date”) by and among GLOBEIMMUNE, INC., a corporation organized under the laws of Delaware, having its principal office at 1450 Infinite Drive, Louisville, CO 80027 (“GlobeImmune”), THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at 1800 Grant Street, 8th Floor, Denver, CO 80203 (“University”), and the UNIVERSITY LICENSE EQUITY HOLDINGS, INC., a Colorado corporation and successor to the University Technology Corporation, having its principal office at 4740 Walnut Street, Suite 100, Campus Box 588, Boulder Colorado 80309 (“ULEHI”).
