INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Arsanis, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”)[ and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
ContractArsanis, Inc. • October 20th, 2017 • 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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ARSANIS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances)
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of April 12, 2016Rights Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is entered into this 12th day of April, 2016, by and among Arsanis, Inc., a Delaware corporation (the “Company”) and the individuals and entities listed on Exhibit A attached hereto (the “Investors”).
OPTION AND LICENSE AGREEMENTOption and License Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • New York
THIS OPTION AND LICENSE AGREEMENT (the “Agreement”) is made effective as of February 27, 2017 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and ARSANIS INC., a Delaware corporation having an address at 890 Winter Street, Suite 230, Waltham, MA 02451-1472 (“Arsanis”).
Amended and Restated Letter Agreement for Michael GrayLetter Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter (the “Letter Agreement”) amends and restates the terms and conditions of your employment with Arsanis, Inc. (“Arsanis” or “Company”), as initially set forth in the offer letter dated January 15, 2016 (the “Original Offer Letter”), and will take effect upon the closing of the Company’s initial public offering (the “Effective Date”), provided that you remain employed by the Company as of the Effective Date. Until the Effective Date, the Original Offer Letter will remain in force and effect and continue to govern your employment with the Company. This Letter Agreement contains the following terms:
ARSANIS, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT Dated as of April 12, 2016Stockholders’ Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Second Amended and Restated Stockholders’ Agreement (the “Agreement”) is entered into as of April 12, 2016, by and among Arsanis, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (collectively with any subsequent investors or transferees who become parties hereto as Investors pursuant to Section 9.1(a), the “Investors”), and Eszter Nagy, Tillman U. Gerngross and Errik B. Anderson (each, individually, a “Founder” and collectively, the “Founders,” and collectively with any parties who become parties hereto as Restricted Stockholders pursuant to Section 9.1(b), the “Restricted Stockholders”). The Investors and Restricted Stockholders are referred to herein collectively as the “Stockholders”). As used in this Agreement, the term “Shares” shall include all shares of capital stock of the Company held by the Stockholders, whether now owned or hereafter acquired. For purposes of calculating an Investor’s pro rata ownership of Share
LEASE LANDLORD: WALTHAM WINTER STREET 890 LP TENANT: ARSANIS, INC. Lease Dated: October 30, 2015Lease • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.Letter Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This letter agreement (including all appendices and attachments hereto, the “Letter Agreement”) is entered into in connection with the investment by the Bill & Melinda Gates Foundation (the “Foundation”), a Washington charitable trust that is a tax-exempt private foundation, of eight million dollars ($8,000,000.00) (the “Foundation Investment”) in Series D Preferred Stock of Arsanis, Inc. (the “Company”) at a purchase price of $3.2457 per share in accordance with the terms of a Series D Preferred Stock Purchase Agreement dated April 24, 2017 (the “Purchase Agreement”). The Foundation is making the Foundation Investment to induce the Company to perform the Global Access Commitments set forth herein, and the Company acknowledges and agrees that it would not undertake such Global Access Commitments absent the Foundation Investment. The Foundation Investment will be made in accordance with the provisions of the Purchase Agreement and this Letter Agreement (collectively, and together with a
Funding contract agreed between Österreichische Forschungsförderungsgesellschaft mbH (FFG) as funding donor and ARSANIS Biosciences GmbH Helmut-Qualtinger-Gasse 2 Company register number FN 354305m as funding recipient.Arsanis, Inc. • October 20th, 2017 • Biological products, (no disgnostic substances)
LEASE AGREEMENTLease Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances)
Funding Agreement between Österreichischen Forschungsförderungsgesellschaft mbH (FFG) as the funding agency and ARSANIS Biosciences GmbH Helmut-Qualtinger- Gasse 2 Co. Reg. 354305m as the funding recipient.Funding Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances)
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. GRANT AGREEMENT Investment ID OPP1170296 AGREEMENT SUMMARY & SIGNATURE PAGEGrant Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances)
THIS AGREEMENT is between Arsanis, Inc (“You” or “Grantee”) and the Bill & Melinda Gates Foundation (“Foundation”), and is effective as of the date of last signature. Each party to this Agreement may be referred to individualy as a “Party” and together as the “Parties.” As a condition of this grant, the Parties enter into this Agreement by having their authorized representatives sign below.
Funding contract agreed between Österreichische Forschungsförderungsgesellschaft mbH (FFG) as funding donor and ARSANIS Biosciences GmbH Helmut-Qualtinger-Gasse 2 Company register number 354305m as funding recipient.Arsanis, Inc. • October 20th, 2017 • Biological products, (no disgnostic substances)
Funding Contract executed between the Österreichische Forschungsförderungsgesellschaft mbH (FFG) as Funding Agency and ARSANIS Biosciences GmbH Helmut-Qualtinger-Gasse 2 Company Register No. 354305m as Funding RecipientArsanis, Inc. • October 20th, 2017 • Biological products, (no disgnostic substances)
Funding Contract executed between the Österreichische Forschungsförderungsgesellschaft mbH (FFG) as Funding Agency and ARSANIS Biosciences GmbH Helmut-Qualtinger-Gasse 2 Company Register No. 354305m as Funding Recipient.Arsanis, Inc. • October 20th, 2017 • Biological products, (no disgnostic substances)
Funding Contract executed between the Österreichische Forschungsförderungsgesellschaft mbH (FFG) as Funding Agency and ARSANIS Biosciences GmbH Helmut-Qualtinger-Gasse 2 Company Register No. 354305m as Funding RecipientArsanis, Inc. • October 20th, 2017 • Biological products, (no disgnostic substances)
Project no. 838450 /30000 TICK/SAIArsanis, Inc. • October 20th, 2017 • Biological products, (no disgnostic substances)
Funding Contract executed between the Österreichische Forschungsförderungsgesellschaft mbH (FFG) as Funding Agency and ARSANIS Biosciences GmbH Helmut-Qualtinger-Gasse 2 Company Register No. 354305m as Funding Recipient.Arsanis, Inc. • October 20th, 2017 • Biological products, (no disgnostic substances)
ARSANIS, INC. NON-QUALIFIED OPTION AGREEMENTNon-Qualified Option Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances)
Arsanis, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2017 Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [ ] between Arsanis, Inc., a Delaware corporation (the “Company,” which term shall include where appropriate, any Entity (as hereinafter defined)), and [ ] (“Indemnitee”).
AMENDMENT NO. 1 to the OPTION AND LICENSE AGREEMENTOption and License Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 (this “Amendment”), is entered into and effective as of October 13, 2017 (the “Amendment Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and ARSANIS INC., a Delaware corporation having an address at 890 Winter Street, Suite 230, Waltham, MA 02451-1472 (“Arsanis”), for the purpose of amending that certain Option and License Agreement between the Parties dated February 27, 2017 (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
COLLABORATION AGREEMENTCollaboration Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • New York
THIS COLLABORATION AGREEMENT (the “Agreement”) is made as of the date the later- signing party signs this Agreement (“Signing Date”), to have effect retroactive to May 1, 2011 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 16 Cavendish Court, Lebanon, NH 03766 (“Adimab”) and ARSANIS, INC., a Delaware corporation having an address at 16 Cavendish Court, Lebanon, NH 03766 (together with Arsanis Biosciences GmbH, an Austrian entity having an address at Helmut-Qualtinger-Gasse 2, Vienna, A-1030, Austria, collectively “Arsanis”).
Project no. 832915/30000 TICK/SAIArsanis, Inc. • October 20th, 2017 • Biological products, (no disgnostic substances)
