LICENSE AGREEMENT by and among JUNO THERAPEUTICS, INC. and CELGENE CORPORATION and CELGENE SWITZERLAND LLC Dated as of April 22, 2016License Agreement • August 5th, 2016 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances)
This LICENSE AGREEMENT (this “License Agreement”) is entered into and made effective as of April 22, 2016 (the “License Agreement Effective Date”) by and among Juno Therapeutics, Inc., a Delaware corporation (“Juno”), and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to all rights and obligations under this License Agreement in the United States, and Celgene Switzerland LLC (“Celgene Switzerland”), with respect to all rights and obligations under this License Agreement outside of the United States, (Celgene Switzerland and Celgene Corp. together, “Celgene”). Celgene and Juno are each referred to herein as a “Party” or, collectively, as the “Parties.”
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 5th, 2016 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Amendment No. 1 to Exclusive License Agreement (the “Amendment No. 1”), effective as of May 19, 2016 (the “Amendment No. 1 Effective Date”), is made by and between City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“COH”), and Juno Therapeutics, Inc. (as successor-in-interest to the rights of ZetaRx LLC), a corporation organized under the laws of the State of Delaware, having its principal place of business located at 307 Westlake Avenue North, Seattle, WA 98109 (“Juno”).
Juno Letterhead]Juno Therapeutics, Inc. • August 5th, 2016 • Biological products, (no disgnostic substances)
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND ESCROW AGREEMENTAgreement and Plan of Reorganization Agreement and Escrow Agreement • August 5th, 2016 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amendment to Agreement and Plan of Reorganization and Escrow Agreement (the “Amendment”), dated May 23, 2016 is by and among Juno Therapeutics, Inc., a Delaware corporation (“Parent”), AbVitro LLC, a Delaware limited liability company (the “Surviving Company”), Fortis Advisors LLC, a Delaware limited liability company (the “Securityholders’ Representative”) and, with respect to Sections 2 and 3 only, U.S. Bank National Association, a national banking association (the “Escrow Agent”). Reference is made to (i) that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated January 8, 2016, by and among Parent, the Securityholders’ Rep and the other parties thereto and (ii) that certain Escrow Agreement (the “Escrow Agreement”), dated January 8, 2016, by and among Parent, the Securityholders’ Rep and the Escrow Agent.
