0001213900-25-048870 Sample Contracts
SUBSCRIPTION AGREEMENTSubscription Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations • Delaware
PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
ContractStock Option Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations • Delaware
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations • Washington
THIS SPONSORED RESEARCH AGREEMENT is made and effective as of January 20, 2023 (the “Effective Date”) by and between Fred Hutchinson Cancer Center (“Fred Hutch”) located at 1100 Fairview Avenue North, Seattle, WA 98109, and Promicell, Inc., (“Sponsor”), a Delaware corporation.
Certain information in this document has been omitted where indicate by [***]. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations • Washington
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and effective as of September 22, 2023 (the “Effective Date”) by and between PromiCell, Inc. a Delaware corporation (“Company”), having a principal place of business at 230 Park Avenue, New York, NY 10169, and Fred Hutchinson Cancer Center (“Fred Hutch”), having a principal place of business at 1100 Fairview Avenue North, Seattle Washington 98109-1024, USA.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations • New York
This Sponsored Research Agreement (“Agreement”), effective as of the date of the last signature below (“Effective Date”), is between Memorial Sloan-Kettering Cancer Center, Memorial Hospital for Cancer and Allied Diseases, and Sloan-Kettering Institute for Cancer Research, each a not-for-profit corporation of the State of New York having offices at 1275 York Avenue, New York, NY 10065 ( collectively “MSK”) and Promicell, Inc., a Delaware corporation with offices at 3350 Virginia Ave., 2nd Floor, Miami FL 33133 (“Sponsor” or “Promicell”). MSK and Sponsor may be individually referred to as a “Party”, and collectively as the “Parties”.
VOTING AGREEMENTVoting Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 05, 2023, by and among PromiCell, Inc., a Delaware corporation (the “Company”), each holder of capital stock of the Company listed on Schedule A, as may be amended by the Company (together with any subsequent investors, or transferees, who become parties hereto, the “Holders”).
LICENSE AGREEMENT for MSK’s technology Autologous CD33 CAR T-cell Technology No binding agreement between the Parties will exist until this Agreement has been signed by both Parties. Unsigned drafts of this Agreement shall not be considered offers.License Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations • Delaware
This Agreement (the “Agreement”) is effective on the date of the last signature below (“Effective Date”), and is by and between Memorial Sloan-Kettering Cancer Center, Sloan-Kettering Institute for Cancer Research, and Memorial Hospital for Cancer and Allied Diseases (collectively, “MSK”), New York not-for-profit corporations with their principal offices at 1275 York Avenue, New York, NY 10065, and Promicell, Inc. (“Licensee” or “Promicell”), a Delaware corporation with offices at 3350 Virginia Avenue, 2nd floor, Miami, FL 31333. MSK and Promicell are sometimes referred to singly as “Party” and collectively as “Parties.”
Confidential January 24, 2025 PROMICELL, INC. CO NSUL TI NG AGREEMENT Dr. John Lee 440 6 Jubilo Dr Tarzana, CA 9135 6 Dear Dr. Lee: This letter agreement (the "Agreement'') sets forth the terms and conditions of your scientific consulting agreement...Consulting Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of April 05, 2023 by and among PromiCell, Inc., a Delaware corporation (the “Company”), the parties listed on Schedule A, as may be amended by the Company (each a Holder and, collectively, the Holders).
CONSULTANCY AGREEMENTConsultancy Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations
This letter agreement (“Agreement”) entered on February 9, 2023, confirms the agreement between Promicell, Inc. of the State of Delaware of the United States of America (collectively with its affiliates, the “Company”) and Oceanaut Capital M.IKE (“Oceanaut”) of the Hellenic Republic as follows:
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of April 05, 2023, by and among PromiCell, Inc., a Delaware corporation (the “Company”), each of the parties listed on Schedule A hereto (as may be amended by the Company), each of which is referred to in this Agreement as a “Holder.”
PROMICELL, INC. CONSULTING AGREEMENTConsulting Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) sets forth the terms and conditions of your scientific consulting agreement with PromiCell, Inc., a Delaware corporation (“Company”) and hereby replaces any prior agreements, communications or understandings discussed or entered into with respect to the subject matter of this Agreement (including, without limitation, your advisory committee agreement).
CONSULTANCY SERVICES AGREEMENTConsultancy Services Agreement • May 29th, 2025 • Promicell, Inc. • Pharmaceutical preparations
This Consulting Services Agreement (“Agreement”) is made and entered into as of 15th of March , 2023, (“Effective Date”) by and between Promicell, Inc. a company formed under the laws of Delaware of the United States of America (collectively with its affiliates, the “Company”) and Akesso Consulting Single Member Private Company (“Akesso”), a company formed under the Laws of Greece