POSEIDA THERAPEUTICS, INC. (a Delaware corporation) [ ● ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
POSEIDA THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • August 13th, 2021 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between POSEIDA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Poseida Therapeutics, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 13th, 2021 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Poseida Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
POSEIDA THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • August 13th, 2021 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between POSEIDA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
ContractPoseida Therapeutics, Inc. • June 19th, 2020 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INDEMNITY AGREEMENTIndemnity Agreement • June 19th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ___________ _____, 20__, is made by and between POSEIDA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
POSEIDA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 17th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of this 19th day of March, 2019, by and among POSEIDA THERAPEUTICS, INC., a Delaware corporation (the “Company”), each of the persons and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), and each of the persons and entities listed on Schedule B hereto (each, a “Key Holder” and collectively the “Key Holders”).
ContractPoseida Therapeutics, Inc. • April 17th, 2020 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
POSEIDA THERAPEUTICS, INC.Poseida Therapeutics, Inc. • June 19th, 2020 • Biological products, (no disgnostic substances)
On behalf of Poseida Therapeutics, Inc. (the “Company”), I am pleased to offer you employment under the terms set forth in this offer letter agreement (the “Agreement”). These employment terms will be effective as of your start date, which is anticipated to be June 12, 2015.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 6th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 25, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and POSEIDA THERAPEUTICS, INC., a Delaware corporation with offices located at 4242 Campus Point Court, Suite 700, San Diego, California 92121 (“Parent”), VINDICO NANOBIOTECHNOLOGY LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent with offices located at A264 ASTeCC 145 Graham Ave., Lexington, KY 40506 (“US Sub”) and POSEIDA THERAPEUTICS CYM, an exempted company organized under the la
LICENSE AGREEMENTLicense Agreement • June 19th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
HMGU is a public research institution operating in the field of environmental health. Researchers at HMGU identified the endonuclease “Clo51” from the bacterial strain […***…] as an enzyme that can be used for genome editing purposes (hereinafter referred to as the “ORIGINAL MATERIAL”) as described in Annex 1. The technology involving the ORIGINAL MATERIAL is protected by the […***…].
SUMMARY OF BASIC LEASE INFORMATIONLease • January 4th, 2019 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 19th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective February 19, 2018 (“Effective Date”), by and between Mark Gergen (“Executive”) and Poseida Therapeutics, Inc. (“Company”).
LICENSE AGREEMENT BY AND BETWEEN Janssen Biotech Inc. AND Poseida Therapeutics Inc.License Agreement • June 19th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This License Agreement, made this 3rd day of August 2015 (the “Effective Date”), is by and between Janssen Biotech Inc., a Pennsylvania company, with principal offices located at 800/850 Ridgeview Road, Horsham, PA 19044 (“Janssen”) and Poseida Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware having a place of business at 3210 Merryfield Row, San Diego, CA 32121 (“Poseida”). Each of Janssen and Poseida may be referred to, individually, as a “Party”, and, collectively, as the “Parties.”
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • June 19th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Commercial License Agreement (“Agreement”) is entered into effective April 27, 2017 (“Effective Date”) by TeneoBio, Inc. (“TeneoBio”), having its principal place of business at 1490 O’Brien Drive, Suite D, Menlo Park, CA 94025, and Poseida Therapeutics, Inc. (“Licensee”), having its principal place of business at 4242 Campus Point Court, #700, San Diego, CA 92121. In consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:
POSEIDA THERAPEUTICS, INC. SEVERANCE AND CHANGE IN CONTROL PLAN AMENDED AND RESTATED PARTICIPATION AGREEMENTPoseida Therapeutics, Inc. • January 4th, 2024 • Biological products, (no disgnostic substances)
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 4th, 2024 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective January 1, 2024 (“Effective Date”), by and between Mark Gergen (“Executive”) and Poseida Therapeutics, Inc. (“Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 19th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective June 1st, 2015 (“Effective Date”), by and between Eric Ostertag (“Executive”) and Poseida Therapeutics, Inc. (“Company”).
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • June 19th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Commercial License Agreement (“Agreement”) is entered into effective August 3, 2018 (“Effective Date”) by TeneoBio, Inc. (“TeneoBio”), having its principal place of business at 1490 O’Brien Drive, Suite D, Menlo Park, CA 94025, and Poseida Therapeutics, Inc. (“Licensee”), having its principal place of business at 4242 Campus Point Court, #700, San Diego, CA 92121. In consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:
July 29, 2019 Kerry Ingalls Delivered via Email Re: Offer of Employment Dear Kerry:Poseida Therapeutics, Inc. • June 19th, 2020 • Biological products, (no disgnostic substances)
On behalf of Poseida Therapeutics, Inc. (the “Company”), I am pleased to offer you employment under the terms set forth in this offer letter agreement (the “Agreement”). These employment terms will be effective as of your start date, which is anticipated to be on or before October 21, 2019 or other mutually agreed to date.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2023 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2023, by and between Poseida Therapeutics, Inc., a Delaware corporation (the “Company”), with its principal place of business at 9390 Towne Center Drive, Suite 200, San Diego, California, 92121 and Astellas US, LLC, a Delaware limited liability company (the “Purchaser”), with its principal place of business at 2375 Waterview Drive, Northbrook, IL 60062 and shall become effective as of the Closing.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2023 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is being entered into as of August 4, 2023, by and between Poseida Therapeutics, Inc., a Delaware corporation (the “Company”), with its principal place of business at 9390 Towne Centre Drive, Suite 200, San Diego, California 92121 and Astellas US, LLC, a Delaware limited liability company (the “Purchaser”) with its principal place of business at 2375 Waterview Drive, Northbrook, IL 60062. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.
POSEIDA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 6th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of this 24th day of June, 2020, by and among POSEIDA THERAPEUTICS, INC., a Delaware corporation (the “Company”), each of the persons and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), and each of the persons and entities listed on Schedule B hereto (each, a “Key Holder” and collectively the “Key Holders”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG POSEIDA THERAPEUTICS INC., HERMES MERGER SUB I, INC., HERMES MERGER SUB II, LLC, VINDICO NANOBIOTECHNOLOGY, INC. AND CHRISTOPHER YOUNG AS STOCKHOLDERS’ REPRESENTATIVE OCTOBER 10, 2016Agreement and Plan of Merger and Reorganization • June 19th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of October 10, 2016 by and among POSEIDA THERAPEUTICS, INC., a Delaware corporation (“Parent”), HERMES MERGER SUB I, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub I”), HERMES MERGER SUB II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II”), VINDICO NANOBIOTECHNOLOGY, INC., a Delaware corporation (the “Company”), and CHRISTOPHER YOUNG as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in EXHIBIT A.
LICENSE AGREEMENTLicense Agreement • June 19th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of October 24, 2019 (the “Effective Date”), by and between GENUS ONCOLOGY, LLC, a Delaware limited liability company (“Genus”), having a place of business at 650 Albany Street, Boston, MA 02118, and POSEIDA THERAPEUTICS, INC., a Delaware corporation (“Poseida”), having a place of business at 4242 Campus Point Court, Suite 700, San Diego, CA 92121. Genus and Poseida are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED LICENSE AGREEMENTOriginal License Agreement • May 11th, 2021 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
HMGU is a public research institution operating in the field of environmental health. Researchers at HMGU identified the endonuclease "Clo51" from the bacterial strain […***…] as an enzyme that can be used for genome editing purposes (hereinafter referred to as the “ORIGINAL MATERIAL”) as described in Annex 1. The technology involving the ORIGINAL MATERIAL is protected by the […***…].
February 1, 2023 Eric M. Ostertag, M.D., Ph.D. Re: Transition and Consulting Agreement Dear Eric:Poseida Therapeutics, Inc. • March 9th, 2023 • Biological products, (no disgnostic substances)
This letter sets forth the substance of the transition and consulting agreement (the “Agreement”) that Poseida Therapeutics, Inc. (the “Company”) is offering to you in connection with your employment transition.
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FIRST...Collaboration and License Agreement • March 7th, 2024 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment to the Collaboration and License Agreement (the “First Amendment”) is made and entered into, as of November 7, 2023 (“First Amendment Effective Date”), between Poseida Therapeutics, Inc., a Delaware corporation, having its principal place of business at 9390 Towne Centre Dr. #200, San Diego, CA 92121, United States of America (“Poseida”), on the one hand, and F. Hoffmann-La Roche Ltd, having its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“FHLR”) and Hoffmann-La Roche Inc., having its principal place of business at 150 Clove Rd., Suite 8, Little Falls, NJ 07424, United States of America (“HLR”; FHLR and HLR together referred to as “Roche”), on the other hand (Poseida and Roche, collectively the “Parties” or each individually, a “Party”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 1st, 2022 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective February 1, 2022 (“Effective Date”), by and between Eric Ostertag (“Executive”) and Poseida Therapeutics, Inc. (“Company”).
January 6, 2022 Brent Warner Delivered via EmailPoseida Therapeutics, Inc. • March 9th, 2023 • Biological products, (no disgnostic substances)
On behalf of Poseida Therapeutics, Inc. (the “Company” or “Poseida”), I am pleased to offer you employment under the terms set forth in this offer letter agreement (the “Agreement”). These employment terms will be effective as of your start date, which is anticipated to be February 21, 2022 (such date your employment actually begins, the “Start Date”).
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Letter Agreement • August 7th, 2023 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This strategic rights letter agreement (this “Letter Agreement”) will confirm our agreement that as partial inducement for Astellas US LLC (“Astellas”) to enter into that certain Securities Purchase Agreement, dated as of the date hereof, by and between Poseida Therapeutics, Inc., a Delaware corporation (the “Company”), and Astellas (the “Purchase Agreement”), the Company shall grant Astellas certain rights pursuant to the terms and conditions set forth in this Letter Agreement. Each of Astellas and the Company are also referred to herein individually as a “Party” and together as the “Parties.”
SECOND AMENDMENT TO THE COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 14th, 2024 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to the Collaboration and License Agreement (the “Second Amendment”) is made and entered into, as of February 7, 2024 (“Second Amendment Effective Date”), between Poseida Therapeutics, Inc., a Delaware corporation, having its principal place of business at 9390 Towne Centre Dr. #200, San Diego, CA 92121, United States of America (“Poseida”), on the one hand, and F. Hoffmann-La Roche Ltd, having its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“FHLR”) and Hoffmann-La Roche Inc., having its principal place of business at 150 Clove Rd., Suite 8, Little Falls, NJ 07424, United States of America (“HLR”; FHLR and HLR together referred to as “Roche”), on the other hand (Poseida and Roche, collectively the “Parties” or each individually, a “Party”).
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTConsent And • August 8th, 2023 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS CONSENT AND FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 19, 2023 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and POSEIDA THERAPEUTICS, INC., a Delaware corporation with offices located at 9390 Towne Centre Drive, Suite 200, San Diego, California 92121 (“Parent”) and VINDICO NANOBIOTECHNOLOGY LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent with offices located at 9390 Towne Centre Drive, Suite 200, San Diego, California 92121 (“US Sub”) (Parent and the US Sub, individually and collectively, jointly and severally, “Old
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • November 1st, 2018 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS ASSET CONTRIBUTION AGREEMENT is being entered into as of February 9, 2015 (this “Agreement”), by and between Transposagen Biopharmaceuticals, Inc., a Delaware corporation (“Transposagen”), and Poseida Therapeutics, Inc., a Delaware corporation (“Poseida”). Transposagen and Poseida are referred to collectively in this Agreement as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 1st, 2018 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 25, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and POSEIDA THERAPEUTICS, INC., a Delaware corporation with offices located at 4242 Campus Point Court, Suite 700, San Diego, California 92121 (“Parent”), VINDICO NANOBIOTECHNOLOGY LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent with offices located at A264 ASTeCC 145 Graham Ave., Lexington, KY 40506 (“US Sub”) and POSEIDA THERAPEUTICS CYM, an exempted company organized under the la
