0001193125-15-087572 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Aduro BioTech, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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SEVERANCE AGREEMENT
Severance Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • California

This Severance Agreement (the “Agreement”) is entered into by and between Greg Schafer (“you” or “your”) and the Company. This Agreement has an effective date of July 31, 2014 (the “Effective Date”). The Board has authorized the Company to enter into this Agreement in order for you to become a Covered Employee (as defined in the Plan) and participant in the Plan as provided by the Plan. This Agreement is the Severance Agreement described in the Plan and this Agreement enumerates the Plan benefits that may be provided to you as a Covered Employee as referenced in Section II of the Plan. All provisions of this Agreement are subject to and governed by the terms of the Plan. In the event of any conflict in terms between the Plan and this Agreement, the terms of the Plan shall prevail and govern.

BANCROFT WAY, LLC Fourth Addendum to Office Lease
Office Lease • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • California

THIS FOURTH ADDENDUM TO OFFICE LEASE (the “Fourth Addendum”) is made and entered into as of February 20, 2015, by and between BANCROFT WAY, LLC, a California limited liability company (“Landlord”) and ADURO BIOTECH, INC., a Delaware corporation, the successor in interest to Oncologic, Inc. (“Tenant”).

CONFIDENTIAL RESEARCH AND LICENSE AGREEMENT between Janssen Biotech, Inc. and Aduro Biotech, Inc. Executed as of October 13, 2014
Research and License Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York

This Research and License Agreement (this “Agreement”) is made on the 13th day of October 2014 (the “Execution Date”) by and between Aduro Biotech, Inc., a Delaware corporation having a principal place of business at 626 Bancroft Way, 3C, Berkeley, CA 94710 (hereinafter “Aduro”) and Janssen Biotech, Inc., a Pennsylvania corporation, having a place of business at 800 Ridgeview Drive, Horsham, PA 19044 (hereinafter “JBI”). Aduro and JBI may be referred to individually herein as a “Party” or together as the “Parties”.

RESTATED AND AMENDED LICENSE AGREEMENT
License Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • Maryland

This Restated and Amended License Agreement (“Restated and Amended Agreement”, JHU Ref. No. A18558) is made as of the EFFECTIVE DATE by and between The Johns Hopkins University, a corporation of the State of Maryland, having a principal place of business at 3400 N. Charles St., Baltimore, MD 21218 (hereinafter referred to as “JHU”) and BioSante Pharmaceuticals, Inc, a Delaware corporation (hereinafter referred to as “Company”), having an address at 111 Barclay Boulevard, Suite 280, Lincolnshire, IL 60069.

AMENDMENT # 1 TO: THE EXCLUSIVE LICENSE AGREEMENT BETWEEN ADURO BIOTECH INC. AND THE REGENTS FOR CYCLIC-DI-NUCLEOTIDES THAT STIMULATE HUMAN STING VARIANTS ANDSTIMULATOR OF INTERFERON GENE UC Case No.: [*] Agreement Control No. 2015-04-0045
Aduro Biotech, Inc. • March 11th, 2015 • Pharmaceutical preparations

This first amendment (“AMENDMENT # 1”) to the exclusive license agreement (the “AGREEMENT”) between the REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94704-1347 (“REGENTS”) and ADURO BIOTECH, INC, a Delaware corporation having a principal place of business at 626 Bancroft Way, 3C, Berkeley, CA 94710 (“LICENSEE”) is effective as of March 4, 2015.

PROCESS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT
Services Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York

For and in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree to perform and to be bound by their respective obligations and shall have the respective rights set forth in this Agreement.

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE TRITON BIOSYSTEMS, INC. 2001 EQUITY INCENTIVE PLAN
Non-Qualified Stock Option Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware

Triton BioSystems, Inc. (the “Company”), hereby grants to (the “Optionee”) an option to purchase shares of the Company’s common stock (the “Option”). The Option is subject to the terms set forth herein, and in all respects is subject to the terms and provisions of the Triton BioSystems, Inc. 2001 Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are incorporated herein by this reference. Except as otherwise specified herein or unless the context requires otherwise, the terms defined in the Plan shall have the same meanings when used herein.

UNIVERSITY OF CALIFORNIA, BERKELEY OFFICE OF TECHNOLOGY LICENSING
Exclusive License Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • California

This Exclusive License Agreement (“Agreement”) is effective March 15, 2012 (“Effective Date”) by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94704-1347 (“REGENTS”) and ADURO BIOTECH, INC, a Delaware corporation having a principal place of business at 626 Bancroft Way, Berkeley, CA 94710-2224 (“LICENSEE”). The parties agree as follows.

CONFIDENTIAL GVAX PROSTATE LICENSE AGREEMENT between Janssen Biotech, Inc. and Aduro Biotech, Inc. May 27, 2014
Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York

This GVAX Prostate License Agreement (the “Agreement”) is made on the 27th day of May 2014 (the “Effective Date”) by and between Aduro Biotech, Inc., a Delaware corporation having a principal place of business at 626 Bancroft Way, 3C, Berkeley, CA 94710 (hereinafter “Aduro”) and Janssen Biotech, Inc., a Pennsylvania corporation, 800 Ridgeview Drive, Horsham, PA 19044 (hereinafter “JBI”). Aduro and JBI may be referred to individually herein as a “Party” or together as the “Parties”.

EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY ADURO BIOTECH JHU Agreement: # -A19340
License Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • Maryland

THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and ADURO BIOTECH, a California corporation having an address at 626 Bancroft Way, Suite 3C, Berkeley, California 94710-2225 (“Company”), with respect to the following:

UNIVERSITY OF CALIFORNIA, BERKELEY OFFICE OF TECHNOLOGY LICENSING
Exclusive License Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • California

This Exclusive License Agreement (“Agreement”) is effective September 25, 2014 (“Effective Date”) by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94704-1347 (“REGENTS”) and ADURO BIOTECH, INC, a Delaware corporation having a principal place of business at 626 Bancroft Way, Berkeley, CA 94710-2224 (“LICENSEE”). The parties agree as follows.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 26th day of February, 2010, by and between Aduro BioTech, a California corporation (the “Company”), and Stephen T. Isaacs (“Executive”) (collectively, the “Parties”).

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of this 31 day of July, 2014, by and between Aduro BioTech, a Delaware corporation (the “Company”), and Stephen T. Isaacs (“Executive”) (collectively, the “Parties”).

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