Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2024

Immunome, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39580		77-0694340
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

18702 N. Creek Parkway, Suite 100 Bothell, WA		98011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (425) 939-7410

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		IMNM		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on January 5, 2024 Immunome, Inc. (the “Company”) and Zentalis Pharmaceuticals, Inc. (“Zentalis”) entered into a license agreement (as amended, the “License Agreement”), pursuant to which the Company received an exclusive, worldwide, royalty-bearing sublicensable license under certain intellectual property relating to Zentalis’ antibody-drug conjugate (“ADC”) platform technology, ROR1 antibodies and ADCs targeting ROR1 (collectively, the “Licensed Assets”) and were transferred certain licenses to third party intellectual property rights related thereto. On October 25, 2024, the Company, Zentalis and Zeno Management, Inc., a wholly owned subsidiary of Zentalis, entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company purchased the Licensed Assets, together with all the customary rights and obligations of a sole owner (the “Asset Purchase”).

Under the Purchase Agreement, in consideration of the Asset Purchase, the Company issued to Zentalis 1,805,502 shares of Company common stock (the “Shares”), described below under Stock Issuance Agreement. The Company is also obligated to pay Zentalis a one-time payment of $5,000,000 in cash upon the achievement of a developmental milestone (that was previously a milestone in the License Agreement). The Company has agreed to use commercially reasonable efforts to achieve the developmental milestone.

The Purchase Agreement contains customary representations, warranties and covenants. The Purchase Agreement also contains customary indemnification provisions by each of Zentalis and the Company in favor of one another. Upon the closing of the Asset Purchase, the License Agreement automatically terminated in its entirety, including the termination of all of the Company’s contingent milestone and royalty payment obligations. However, certain accrued rights and obligations of the parties under the License Agreement survive the closing of the Asset Purchase.

Stock Issuance Agreement

Concurrently with the execution of the Purchase Agreement, the Company entered into a stock issuance agreement (the “Stock Issuance Agreement”) with Zentalis, pursuant to which the Company issued the Shares as partial consideration for the Asset Purchase.

Pursuant to the terms of the Stock Issuance Agreement, Zentalis has agreed not to, without the Company’s prior approval or invitation and subject to certain conditions and exceptions, among other things, directly or indirectly acquire additional shares of the Company’s securities or material assets, seek or propose a tender or exchange offer, merger or other business combination involving the Company, or seek or propose any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, solicit proxies or consents to vote any securities of the Company, or undertake other specified actions related to the potential acquisition of additional securities of the Company (collectively, the “Standstill Restrictions”). The Standstill Restrictions will expire on the one-year anniversary of the effective date of the Stock Issuance Agreement.

The Stock Issuance Agreement also provides that until the six-month anniversary of the Closing Date (as defined in the Stock Issuance Agreement), Zentalis will hold and not sell greater than 50% of the Shares, subject to certain exceptions. Further, Zentalis has agreed, subject to certain exceptions, that until the one-year anniversary of the Closing Date, any transfer of the Shares by Zentalis that exceed 15% of the average daily trading volume of the Company’s stock over the five-trading day period ending on the trading day immediately prior to such trading date shall be made pursuant to a block trade or other disposition through a market participant designated by the Company.

The Company has agreed to use its commercially reasonable efforts to (x) file a resale registration statement with the Securities and Exchange Commission (the “SEC”) registering the Shares for resale within 30 days following the Closing Date and (y) solely to the extent the Company is not then-eligible to file an automatic shelf registration statement (which shall become automatically effective upon its filing), cause such resale registration statement to be declared effective as soon as practicable after the filing thereof but no later than 60 calendar days after the filing thereof or by 5 trading day from when the Company is notified that the SEC will not review the resale registration statement or that it will not be subject to further review.

The Company has also agreed to, among other things, indemnify Zentalis, its affiliates, partners, members, officers, directors, agents and representatives from certain liabilities and pay all fees and expenses (excluding any legal fees of Zentalis, and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Stock Issuance Agreement.

The foregoing is only a brief description of the material terms of the Purchase Agreement and the Stock Issuance Agreement, does not purport to be a complete statement of the rights and obligations of the parties under these agreements and the transactions contemplated thereby, and is qualified in its entirety by the full text of the Purchase Agreement and the Stock Issuance Agreement, copies of which are filed as Exhibits 2.1 and 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.02 Unregistered Sales of Equity Securities

See the description set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Stock Issuance Agreement, which is incorporated by reference into this Item 3.02. The Shares are being issued to Zentalis pursuant to the exemption from the registration requirements provided in Section 4(a)(2) of the Securities Act for transactions by an issuer not involving any public offering. Accordingly, the Shares have not been registered under the Securities Act and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future of the Asset Purchase. In some cases, these statements include words like: “may,” “could,” “potential,” “will,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the risk the Company may not realize any or all of the anticipated benefits of the Asset Purchase; whether the Company will achieve the development milestone; the potential for stockholder litigation arising from or related to the Asset Purchase; the Company’s ability to grow and successfully execute on its business plan, including the development and commercialization of its pipeline; changes in the applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; the risk that regulatory approvals for the Company’s programs and product candidates are not obtained, are delayed or are subject to unanticipated conditions; the complexity of numerous regulatory and legal requirements that Immunome needs to comply with to operate its business; the reliance on the Company’s management; the prior experience and successes of the Company’s management team not being indicative of any future success; uncertainties related to the Company’s capital requirements and its expected cash runway; the failure to obtain, adequately protect, maintain or enforce the Company’s intellectual property rights; and other risks and uncertainties indicated from time to time described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with Securities and Exchange Commission (“SEC”) on March 28, 2024, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the SEC on August 12, 2024 and the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements which speak only as of the date made. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks emerge from time to time. Except as required by law, the Company does not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Current Report on Form 8-K to conform these statements to actual results or to changes in their expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1*+		Asset Purchase Agreement dated October 25, 2024, by and among the Company, Zentalis Pharmaceuticals, Inc. and Zeno Management, Inc.
4.1		Stock Issuance Agreement dated October 25, 2024, by and between the Company and Zentalis Pharmaceuticals, Inc.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

* Schedules and exhibits to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

+ Certain portions of this exhibit are omitted because they are not material and would likely cause competitive harm to the Company if publicly disclosed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IMMUNOME, INC.

Date: October 29, 2024	By:	/s/ Clay Siegall
		Clay Siegall, Ph.D.
		President and Chief Executive Officer

Exhibit 2.1

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.

ASSET PURCHASE AGREEMENT

by and among

Zentalis Pharmaceuticals, Inc.,

Zeno Management, Inc.

and

Immunome, Inc.

Dated as of October 25, 2024

Table of Contents

		Page

1.	Definitions	1

2.	Purchase and Sale of Assets	11

2.1	Purchased Assets	11
2.2	Purchaser Liabilities	11
2.3	Excluded Liabilities	11
2.4	Excluded Assets	11
2.5	License Agreement	11

Consideration

3.1	Issuance of Share Consideration	11
3.2	Contingent Consideration	11
3.3	Withholding	12

Closing

4.1	Closing	12
4.2	Deliveries at Closing	12
4.3	Ownership	13
4.4	Later Discovered Assets	13
4.5	Destruction of Electronic Records	13

Representations and Warranties

5.1	Representations and Warranties of Seller	13
5.2	Representations and Warranties of Purchaser	17
5.3	Non-Reliance	19

Additional Agreements

6.1	Public Disclosures	19
6.2	Confidentiality	20
6.3	Termination of License Agreement	22
6.4	Non-Solicitation	22
6.5	Further Assurances and Cooperation	22
6.6	Tax Matters	23

Indemnification

7.1	Indemnification by Seller and Purchaser	23
7.2	Survival	24
7.3	Limitations	25
7.4	Resolution of Indemnification Disputes	25
7.5	Third Party Claim Procedures	26

-i-

Table of Contents

(continued)

		Page

7.6	Tax Treatment of Indemnification Payments	27
7.7	Exclusive Remedy	27
7.8	[***]	27

Miscellaneous

8.1	Governing Law; Jurisdiction	27
8.2	Specific Performance	28
8.3	WAIVER OF JURY TRIAL	28
8.4	Entire Agreement; Severability	28
8.5	Incorporation by Reference	29
8.6	Amendments and Waivers	29
8.7	Notices	29
8.8	No Assignment; Binding Effect	30
8.9	Third Person Beneficiaries	30
8.10	Relationship of the Parties	30
8.11	Headings; Interpretation	30
8.12	Counterparts; Signatures	31
8.13	Expenses	31

Exhibits

Exhibit A	–	Patent Assignment Agreement
Exhibit B	–	Bill of Sale

Schedules

Schedule I	–	Seller Patents
Schedule II	–	ROR1 Antibodies
Schedule III	–	Seller ADC Technology
Schedule IV	–	Seller Know-How Disclosure Schedule

-ii-

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is made as of October 25, 2024 (the “Agreement Date”), by and among Zentalis Pharmaceuticals, Inc., a Delaware corporation (“ZPI”), Zeno Management, Inc., a Delaware corporation and wholly owned subsidiary of ZPI (“ZMI”, and together with ZPI, “Seller”), and Immunome, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Background

ZPI and Purchaser are parties to a License Agreement dated as of January 5, 2024, as amended (the “License Agreement”), pursuant to which ZPI granted Purchaser an exclusive, worldwide, royalty-bearing license under certain intellectual property rights relating to ADCs (as defined below), including ADCs containing a ROR1 Antibody (as defined below).

In lieu of the License Agreement and ZPI’s and Purchaser’s ongoing rights and obligations thereunder, Purchaser desires to acquire and purchase from Seller, and Seller agrees to sell and assign to Purchaser, the Purchased Assets (as defined below), which includes certain assets that were previously licensed to Purchaser under the License Agreement, on the terms and subject to the conditions set forth in this Agreement, and in connection with the sale and transfer of the Purchased Assets pursuant this Agreement, the Parties will terminate the License Agreement.

Now, Therefore, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Agreement

Definitions

In this Agreement and any Exhibit, Disclosure Schedule, and Schedules attached hereto, the following terms have the meanings specified or referred to in this Article 1 and shall be equally applicable to both the singular and plural forms.

[***].

“Action” or “Actions” means any lawsuit, claim, hearing, enforcement, audit, investigation, lawsuit, action (including arbitration or mediation) or other regulatory, quasi-judicial, or judicial proceeding.

“ADC” means an antibody-drug conjugate, which is a biopharmaceutical drug comprising an Antibody that is covalently linked to one or more biologically active payloads (including small molecules, proteins, and radionuclides) via a linking group.

“Affiliate” means a corporation, partnership, trust or other entity that directly, or indirectly through one or more intermediates, controls, is controlled by or is under common control with a specified Party. For such purposes, “control,” “controlled by” and “under common control with” will mean the possession of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting equity, voting member or partnership interests, control of a majority of the board of directors or other similar body, by contract or otherwise. In the case of a corporation, the direct or indirect ownership of fifty percent (50%) or more of its outstanding voting shares or the ability otherwise to elect a majority of the board of directors or other managing authority of the entity will in any event be presumptively deemed to confer control, it being understood that the direct or indirect ownership of a lesser percentage of such shares will not necessarily preclude the existence of control.

“Agreement” has the meaning set forth in the preamble.

“Allocation Schedule” has the meaning set forth in Section 6.6(a).

“Antibody” means an immunoglobulin molecule capable of binding to a specific Target, through at least one antigen recognition site, located in the variable region of the immunoglobulin molecule. The term “Antibody” encompasses not only full-length immunoglobulin molecules, but also any antigen-binding fragments thereof, fusion proteins comprising an antibody or antigen-binding fragment thereof, bispecific and multi-specific antibodies, antibody drug conjugates, nanobodies, and any other modified configuration of the antibody or antigen binding fragment thereof comprising an antigen recognition site.

“Anti-Corruption Laws” means the Foreign Corrupt Practices Act of 1977, the Anti-Kickback Act of 1986 or any applicable Laws of similar effect, and the related regulations and published interpretations thereunder.

“Assignment Agreement” means any agreement with a Third Party (other than an Inventor) assigning right, title, or interest to any Seller Patents.

“Bill of Sale” means the Bill of Sale in substantially the form attached hereto as Exhibit B.

“Books and Records” means books, records, files, documents, information and correspondence of Seller or its Affiliates to the extent solely relating to assets and properties described in clauses (a) and (b) of Purchased Assets, other than any such records specific to legal (including any attorney-client communications, internal documents, and confidentiality agreements with Third Parties pertaining to the Purchased Assets), finance, accounting, general corporate information, business development, equipment and software, records management, human resources, insurance, payroll, employee benefit services, facilities or real estate matters.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the State of New York or the State of Washington.

“Change of Control” means, with respect to a Party, (a) the consummation of a merger or consolidation of such Party in which the stockholders of such Party that directly or indirectly control such Party immediately prior to such merger or consolidation do not continue to hold immediately following the closing of such merger or consolidation at least fifty percent (50%) of the combined voting power of the then outstanding securities of the surviving or resulting entity; (b) the consummation of a sale or transfer of all or substantially all of the assets of such Party to one or more Third Parties, or other similar transaction or series of related transactions; or (c) any transaction or series of transactions in which any person or entity or group (as defined under federal securities law) acquires beneficial ownership of securities of a Party representing more than fifty percent (50%) of the combined voting power of the then outstanding securities of such Party.

“Claim” means a claim for Losses.

“Claim Notice” means a written notice given by an Indemnified Party to the Indemnifying Party that the Indemnified Party is proposing a claim made in good faith.

“Closing” has the meaning set forth in Section 4.1.

“Closing Date” has the meaning set forth in Section 4.1.

“Code” means the Internal Revenue Code of 1986.

“Commercialization” means all activities undertaken relating [***].

“Commercially Reasonable Efforts” means [***].

“Consideration” has the meaning set forth in Section 3.2(a).

“Conflict” has the meaning set forth in Section 5.1(c).

“Contract” means any written or oral contract, agreement, or instrument, including supply contracts, licenses, understandings or commitments, customer agreements, subcontracts, leases of personal property, notes, guarantees, pledges, and conditional sales agreements to which the Person referred to is a party or by which any of its assets are bound.

“Control” or “Controlled by” means, with respect to any item of Know-How, Patent, Patent Application, or other intellectual property right, in each case that a Party, on behalf of itself or its Affiliates, owns or has a license to such item, the right or the ability to grant to the other Party a license or sublicense with respect thereto as provided for in the License Agreement, without violating the terms of any agreement or other arrangement with, or any legal rights of any Third Party.

“Cover” or “Covered” means, (a) with respect to Know-How, that the Exploitation of a given molecule, pharmaceutical product, or item actually uses such Know-How and (b) with respect to a Patent right, that the Exploitation of a given molecule, pharmaceutical product, or item would infringe a Valid Claim of such Patent right (in the absence of ownership of, or a license under, such Patent right).

“Derivative” means with respect to a given Antibody, an Antibody that shares at least [***] sequence homology with the given Antibody.

“Development” means [***].

“Disclosure Schedules” has the meaning set forth in Section 5.1.

“Effective Date of the License Agreement” means January 5, 2024.

“Enforceability Exception” has the meaning set forth in Section 5.1(b).

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Liabilities” means, without duplication, all Liabilities of Seller and its Affiliates other than the Purchaser Liabilities, including all Liabilities arising from Seller’s ownership or use of the Purchased Assets in any period ending on or prior to the Closing Date, and in the case of Taxes, any Seller Tax Liabilities.

“Exploit” or “Exploitation” means the making, having made, using, having used, selling, having sold, offering for sale or otherwise disposing of, a Product, including all discovery, research, Development (including the conduct of clinical trials), Manufacturing, registration, modification, enhancement, improvement, labeling, storage, formulation, exportation, importation, optimization, transportation, distribution, promotion, marketing and Commercialization activities related thereto.

“FDA” means the U.S. Food and Drug Administration, or any successor thereto, having the administrative authority to regulate the marketing of human pharmaceutical products or biological therapeutic products in the U.S.

“Fraud” means [***].

“Fundamental Representations” means the representations and warranties contained [***].

“GAAP” means U.S. generally accepted accounting principles, consistently applied.

“Governmental Authority” means any federal, state, local, or any non-U.S. government, governmental, regulatory (including self-regulatory) or administrative authority, body, agency or commission or any court, tribunal, or judicial or arbitral body.

“IND” means an investigational new drug application submitted to the FDA pursuant to 21 C.F.R. Part 312, including any amendments or supplements thereto. References herein to IND will include, to the extent applicable, any foreign counterpart of the foregoing filed with a Regulatory Authority outside the U.S. for the investigation of a medicinal product in any other country or group of countries in conformance with the requirements of such Regulatory Authority.

“Indemnified Party” means any Party entitled to indemnification hereunder.

“Indemnifying Party” means the Party from whom indemnification is claimed.

“Inventor” means each of the named inventors of each of the Seller Patents, as well as any inventor who should be or should have been named on each of the Seller Patents.

“Inventor Assignment Agreement” means an agreement by Seller or its Affiliate with the respective Inventor assigning all right, title, and interest to the Seller Patents. For clarity, any agreement with an employee or contractor of Seller or its Affiliate that provides for the general assignment of inventions made in the course of employment by or providing services to Seller or its Affiliate shall not be an “Inventor Assignment Agreement”.

“Know-How” means ideas, inventions, discoveries, concepts, formulas, practices, procedures, processes, methods, platform technology, knowledge, know-how, trade secrets, technology, designs, drawings, computer programs, skill, experience, documents, apparatus, results, clinical and regulatory strategies, test data, including chemical, biological, pharmacological, toxicological, animal and clinical data, analytical and quality control data, manufacturing data and descriptions, Patent and legal data, market data, financial data or descriptions, devices, assays, biomarkers, companion diagnostics, formulations, dosage regimens, specifications, compositions of matter, product samples and other samples, physical, chemical and biological materials and compounds, and the like, in written, electronic or other form, now known or hereafter developed, whether or not patentable.

“Knowledge.” An individual shall be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter after reasonable investigation. Seller shall be deemed to have “Knowledge” of a particular fact or other matter if [***] has Knowledge of such fact or other matter after reasonable investigation [***].

“Laws” means any United States federal, state and local, and any non-U.S., laws, statutes, regulations, rules, codes, directives, orders, ordinances or other requirements enacted, adopted, issued or promulgated by any Governmental Authority (including those pertaining to Regulatory Authorities) or common law.

“Legal Proceeding” means any action, suit, charge, complaint, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel.

“Liability” or “Liabilities” means, with respect to any Person, any indebtedness, duty, direct or indirect liability, obligation, commitment, expense, claim, deficiency, in each case of any kind, whether known or unknown, contingent, accrued, due or to become due, secured or unsecured, matured or otherwise.

“Lien” means any lien, statutory lien, pledge, mortgage, security interest, Claim, encumbrance, restriction on use or transfer, easement, right of way, option, conditional sale, or other title retention agreement of any kind or nature.

“Losses” means any damages, losses, expenses, costs, settlement payments, awards, judgments, fines or penalties, including reasonable attorneys’ fees and any amount payable as Taxes. Except (a) [***] or (b) to the extent incurred or paid in connection with a Third Party Claim, “Losses” shall not include any incidental, special, indirect, consequential or punitive damages, or any other damages that are not proximate to and reasonably foreseeable, as a result of a Party’s performance or breach or non-performance under this Agreement or otherwise related to this Agreement.

“made available” means that Seller has provided to Purchaser that material in question, on before the [***] prior to the Agreement Date.

“Manufacture” or “Manufacturing” means the activities performed in connection with the manufacture, testing (including quality control, quality assurance and lot release testing), bulk packaging or storage of a Product, as applicable.

“Material Adverse Effect” means any event, change, circumstance, occurrence, effect, result, or state of facts that, individually or in the aggregate, (a) is or would reasonably be expected to be materially adverse to the Purchased Assets, taken as a whole or (b) materially impairs the ability of Seller to consummate, or prevents or materially delays, the Closing or would reasonably be expected to do so; provided that any event, change, circumstance, occurrence, effect, result, or state of facts resulting from (i) general economic conditions, (ii) conditions generally affecting the industries in which Seller operates, (iii) acts of war, national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment of personnel of the United States, (iv) any epidemic, pandemic, or widespread disease outbreak, or other public health emergencies, (v) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates), (vi) changes in GAAP, applicable Laws or the enforcement, implementation or interpretation thereof, (vii) any natural or man-made disaster, (viii) the public announcement of this Agreement or any of the Transactions, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with Seller, [***].

“Milestone Event” means [***].

“Milestone Payment” has the meaning set forth in Section 3.2(a).

“Objection Deadline” has the meaning set forth in Section 7.4(a).

“Objection Notice” has the meaning set forth in Section 7.4(a).

“Order” means and includes any writ, law, rule, regulation, executive order or decree, judgment, injunction, ruling, or other order, whether temporary, preliminary, or permanent enacted, issued, promulgated, enforced, or entered into by any Governmental Authority.

“Organizational Document” means (a) the articles or certificate of incorporation, association, or formation and the bylaws of a corporation; (b) operating agreement, limited liability company agreement, or similar document governing a limited liability company; (c) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (d) any amendment to any of the foregoing.

“Party” or “Parties” has the meaning set forth in the preamble.

“Patent” means (a) letters patent (or other equivalent legal instrument), including utility and design patents, and including any extension, substitution, registration, confirmation, reissue, re-examination or renewal thereof, together with all invention certificates, supplementary protection certificates, of any of the foregoing, and (b) all foreign or international equivalents of any of the foregoing in any country.

“Patent Application” means (a) an application for letters patent, including a reissue application, a re-examination application, a continuation application, a continued prosecution application, a continuation-in-part application, a divisional application or any equivalent thereof that is pending at any time before a government patent examination and granting authority and (b) all foreign or international equivalents of any of the foregoing in any country.

“Patent Assignment Agreement” means the Patent Assignment Agreement in substantially the form attached hereto as Exhibit A.

“Patent Documents” means all (a) prosecution files and docketing reports for each of the Seller Patents; (b) Assignment Agreements and all Inventor Assignment Agreements with respect to the Seller Patents; and (c) documents, records, and files with respect to (i) the conception and reduction to practice (and diligence in reduction to practice) of the inventions of any of the Seller Patents, and (ii) the filing, prosecution, registration, continuation, continuation-in-part, reissuance, correction, enforcement, defense, and maintenance of the Seller Patents.

“Permitted Liens” means (a) Liens for Taxes or similar governmental assessments and charges not yet due and delinquent; (b) Liens arising by operation of Law; and (c) other Liens or imperfections on property, which in each case do not materially impair or limit the use value or marketability of the property which they encumber (assuming for this purpose use of such property in substantially the same manner as such property was used by Seller as of the Effective Date of the License Agreement).

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

“Proceeding” means any suit, Claim, complaint, investigation, litigation, audit, proceeding, or arbitration by or before any Person.

“Product” means any pharmaceutical product (a) containing an ADC, in any dosage strength or formulation, that incorporates or is otherwise Covered by Seller IP or an invention that constitutes any improvement, derivative, modification or enhancement to Seller IP or (b) containing a ROR1 Antibody. For clarity, a Product includes any pharmaceutical product containing an ADC, in any dosage strength or formulation, that incorporates or is otherwise Covered by Seller IP or an invention that constitutes any improvement, derivative, modification or enhancement to Seller IP and includes a ROR1 Antibody.

“Purchased Assets” means (a) all Seller IP together with (i) any and all goodwill symbolized thereby and associated therewith, (ii) any and all rights to royalties, profits, compensation, license payments, and other payments or remuneration of any kind relating thereto, and (iii) any and all rights to obtain renewals, reissues, reexaminations, supplemental examinations and certificates and extensions of registrations, exclusivities, or other legal protections pertaining to the Seller IP and all Patent Documents; (b) all rights, Claims, credits (other than Tax credits or Tax refunds), including guaranties, warranties, indemnities, causes of action or rights of set-off, and other similar rights against Third Parties to the extent relating to or arising from the assets and properties described in clause (a) or clause (c); and (c) all Books and Records.

“Purchaser Common Stock” means shares of Purchaser’s common stock, $0.0001 par value per share.

“Purchaser Indemnified Parties” has the meaning set forth in Section 7.1(a).

“Purchaser Liabilities” has the meaning set forth in Section 2.2.

“Purchaser Trading Price” means [***].

“Regulatory Approval” means, with respect to a Product, all approvals from the relevant Regulatory Authority necessary to initiate marketing and selling of a Product in any country or jurisdiction.

“Regulatory Authority” means any applicable Governmental Authority involved in the granting and maintenance of Regulatory Approvals in any country worldwide, or the conduct of clinical investigations, including the FDA in the United States.

“Related Agreements” means the Bill of Sale, the Patent Assignment Agreement, and any agreement, document, or instrument entered into or delivered in connection with this Agreement and the Transactions (other than the Stock Issuance Agreement).

“ROR1” means the receptor tyrosine kinase-like orphan receptor 1.

“ROR1 ADC” means any ADC containing a ROR1 Antibody.

“ROR1 ADC Product” means any pharmaceutical product, in any dosage strength or formulation, containing a ROR1 ADC.

“ROR1 Antibody” means (a) any Antibody that is listed in Schedule II and (b) any Antibody that is a Derivative of any of the Antibodies that are listed in Schedule II.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

“Seller” has the meaning set forth in the preamble.

“Seller ADC Technology” means Seller’s proprietary (a) chemistry, materials and methodologies used to covalently link an Antibody to one or more biologically active payloads (including drugs, proteins, and radionuclides) via a linking group, (b) biologically active payloads (e.g., small molecule drugs, peptides, proteins, radionuclides, and other chemical moieties) designed to be covalently linked to an Antibody to create an ADC, and (c) linking groups designed to covalently link an Antibody to one or more biologically active payloads (including drugs, peptides, proteins, radionuclides and other chemical moieties), including for (a), (b) and (c), the chemistry, materials, methodologies, payloads and linking groups described in Schedule III, and in each case as such chemistry, materials, methodologies, payloads and linking groups exist as of the Effective Date of the License Agreement.

“Seller Indemnified Parties” has the meaning set forth in Section 7.1(b).

“Seller IP” means any and all (a) Seller Patents, (b) Seller Know-How, (c) inventions existing in any of the foregoing, and (d) rights to sue for past, present, or future infringement, violations, or misappropriation of any of the foregoing anywhere in the world.

“Seller Know-How” means any and all Know-How Controlled by Seller or its Affiliates as of the Effective Date of the License Agreement that is necessary or reasonably useful to Exploit the Seller ADC Technology, ROR1 Antibodies or an ROR1 ADC, including the Know-How described in Schedule IV.

“Seller Patents” means (a) the Patents and Patent Applications listed in Schedule I, (b) any Patents that issue from the Patent Applications listed in Schedule I, (c) any Patents or Patent Applications that claim priority to a Patent or Patent Application listed in Schedule I, including any continuation, continued prosecution application, divisional, reissue or re-examination and (d) any foreign equivalents of the Patents or Patent Applications referenced in clauses (a) through (c), in each case (clauses (a) through (d)), that was, or is, Controlled by Seller or its Affiliates as of the Effective Date of the License Agreement or as of the Closing Date, respectively.

“Seller Tax Liabilities” means (a) all Taxes of Seller or its Affiliates, or for which the Seller or any of its Affiliates is or are liable (including as a transferee or successor, or by contract or otherwise by operation of Law), for any taxable period, (b) any Taxes of another Person that Seller is liable (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. applicable Law) as a result of being a member of an affiliated, consolidated, combined or unitary group for Tax purposes on or before the Closing Date or any similar provision of state, local, or foreign applicable Law, (c) fifty-percent of any Transfer Taxes pursuant to Section 6.6(c), and (d) all Taxes imposed on the Purchased Assets for the Pre-Closing Tax Period, including the portion of any Straddle Period Tax as determined by Section 6.6(b).

“Settled Claims” has the meaning set forth in Section 7.4(c).

“Shares” has the meaning set forth in Section 3.1.

“Stock Issuance Agreement” means that certain Stock Issuance Agreement entered into between Purchaser and Seller as of the Agreement Date.

“Straddle Period” means any Tax period beginning before or on and ending after the Closing Date.

“Straddle Period Tax” has the meaning set forth in Section 6.6(b).

“Subsidiary” means with respect to any Person, any other Person (a) of which the initial Person directly or indirectly owns or controls more than 50% of the voting equity interests or has the power to elect or direct the election of a majority of the members of the governing body of such Person or (b) which is required to be consolidated with such Person under GAAP.

“Surviving License Agreement Rights” has the meaning set forth in Section 6.3.

“Target” means (a) a specific protein that is (i) identified by a GenBank protein accession number or by its amino acid sequence and (ii) coded by a genetic locus or (b) any non-synonymous mutation, splice variation, or any post-translational modification of such protein described in the foregoing clause (a).

“Tax” or “Taxes” means any and all federal, provincial, territorial, state, municipal, local, foreign or other taxes (including imposts, rates, levies, assessments, and other charges, in each case in the nature of a tax), including all income, excise, franchise, gains, capital, real property, goods and services, transfer, value added, gross receipts, windfall profits, severance, ad valorem, personal property, production, sales, use, license, stamp, documentary stamp, mortgage recording, employment, payroll, social security, unemployment, disability, estimated or withholding taxes, and all customs and import duties, together with all interest, penalties and additions to tax (and additional amounts imposed with respect to such amounts).

“Tax Contest” has the meaning set forth in Section 6.6(d).

“Tax Return” means all U.S. federal, state, local, provincial and non-U.S. returns, declarations, claims for refunds, forms, statements, reports, schedules, information returns or similar statements or documents and any amendments thereof (including any related or supporting information or schedule attached thereto) filed or required to be filed with any applicable Governmental Authority in connection with the determination, assessment or collection of any Tax.

“Third Party” means any Person other than Purchaser, Seller or an Affiliate of either of them.

“Third Party Claim” has the meaning set forth in Section 7.5(a).

“Transactions” means the transactions contemplated pursuant to this Agreement, the Stock Issuance Agreement and the Related Agreements.

“Transfer Taxes” has the meaning set forth in Section 6.6(c).

“Unobjected Claim” has the meaning set forth in Section 7.4(b).

“U.S.” means the United States of America and its territories and possessions.

“Valid Claim” means a claim in (a) an issued and unexpired Patent that has not been revoked, or held unenforceable or invalid by a decision of a patent office, court or other governmental agency of competent jurisdiction in a final and non-appealable judgment (or a judgment from which no appeal was taken within the allowable time period) and has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination or disclaimer or otherwise, or (b) a claim in a pending Patent Application that has not been abandoned, finally rejected or expired without the possibility of appeal or re-filing and which has been pending for no more than [***] from the date of filing of the earliest patent application to which such pending patent application is entitled to claim priority.

Purchase and Sale of Assets

2.1          Purchased Assets. At the Closing, Seller shall cause to be sold, transferred and conveyed to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all of Seller’s and its Affiliates’ right, title and interest in the Purchased Assets, free and clear of all Liens other than Permitted Liens, upon the terms and subject to the conditions set forth in this Agreement. The sale, transfer, conveyance, assignment and delivery of the Purchased Assets will be effected pursuant to the Bill of Sale and Intellectual Property Assignment Agreement.

2.2          Purchaser Liabilities. Purchaser shall be responsible for all Liabilities arising out of Purchaser’s ownership or operation of the Purchased Assets after the Closing Date (the “Purchaser Liabilities”).

2.3          Excluded Liabilities. Subject to Section 2.2, the Parties acknowledge and agree that Purchaser will not, and in no event will Purchaser, assume or be required to pay, perform or discharge any Liabilities of Seller, including by virtue of successor liability, and that, as between the Parties, Seller shall remain responsible for all Excluded Liabilities.

2.4          Excluded Assets. Notwithstanding Section 2.1, nothing herein contained shall be deemed to sell, transfer, assign, convey, or deliver to Purchaser, and Seller shall retain all right, title, and interest in, to and under all assets, properties, rights, and interests of Seller other than the Purchased Assets (collectively, the “Excluded Assets”).

2.5          License Agreement. Notwithstanding anything in this Article 2 to the contrary, consistent with Section 6.3, each Party remains responsible for all Liabilities incurred by it under the License Agreement prior to the Closing Date, which Liabilities include such Party’s obligation to indemnify the other Party under and pursuant to the terms of the License Agreement.

Consideration

3.1          Issuance of Share Consideration. In partial consideration for the purchase and sale of the Purchased Assets, subject to the Closing and the terms and conditions set forth herein, Purchaser will issue to ZPI 1,805,502 unregistered shares of Purchaser Common Stock (the “Shares”) in accordance with the Stock Issuance Agreement, [***].

3.2          Contingent Consideration.

(a)            Milestone Payment. In partial consideration for the purchase and sale of the Purchased Assets, subject to the Closing and the terms and conditions set forth herein, upon the first achievement of the Milestone Event, Purchaser will pay to ZPI a one-time cash payment of five million dollars ($5,000,000) (the “Milestone Payment,” and together with the issuance of the Shares, the “Consideration”). Purchaser and Seller acknowledge and agree that a portion of the Milestone Payment may be treated as interest for U.S. federal income tax purposes under Section 483 or 1274 of the Code. Purchaser will notify Seller in writing (in accordance with Section 8.7) within [***] after Purchaser achieves the Milestone Event. Seller shall submit an invoice to Purchaser for the Milestone Payment after the Milestone Event is achieved. Purchaser will pay the Milestone Payment, if any when payable, within [***] after receipt of such invoice. For clarity, in no event will more than five million dollars ($5,000,000) be payable under this Section 3.2(a), regardless of how many additional times a milestone is achieved by additional Products.

(b)            Diligence. Purchaser covenants and agrees that it will use Commercially Reasonable Efforts (itself or with or through its Affiliates or its licensees of the Purchased Assets) to achieve the Milestone Event. [***].

(c)            Non-Transferable Right. The right of Seller to receive any amounts with respect to the Milestone Payment (i) shall not be evidenced by a certificate or other instrument, (ii) shall not be assignable or otherwise transferable by Seller other than pursuant to a court Order, by operation of Law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any Person and (iii) does not represent any right other than the right to receive the Milestone Payment pursuant to this Agreement. Any attempted transfer of the right to any amounts with respect to any such payment by any holder thereof (other than as specifically permitted by the immediately preceding sentence) shall be null and void. Nothing in this Section 3.2(c) shall prohibit an assignment of this Agreement in compliance with Section 8.8.

3.3          Withholding. Purchaser and its agents (as applicable) shall be entitled to deduct and withhold from any amounts payable or otherwise deliverable pursuant to this Agreement such amounts as such Person is required to deduct or withhold therefrom under any applicable Laws and shall pay the amounts withheld to the appropriate Governmental Authority. Any amounts deducted and withheld by Purchaser or its agent from payment to Seller shall be treated for all purposes under this Agreement as having been paid to Seller. Each of Purchaser and Seller acknowledges and agrees that no withholding taxes are reasonably expected to be payable under current Laws with respect to the Consideration if Purchaser has received a duly executed and valid IRS Form W-9 from each Seller certifying that such Seller is exempt from U.S. federal backup withholding tax.

Closing

4.1          Closing. The purchase and sale of the Purchased Assets (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures, at 7:30p.m. Eastern Time on the date of this Agreement (the “Closing Date”).

4.2          Deliveries at Closing.

(a)            Deliveries of Seller. On or before the Closing, Seller shall deliver or have caused to be delivered to Purchaser the following: (i) duly executed counterparts of the Patent Assignment Agreement, the Bill of Sale and the Stock Issuance Agreement; and (ii) a duly executed and valid IRS Form W-9 from each of ZPI and ZMI.

(b)            Deliveries of Purchaser. On or before the Closing, Purchaser shall deliver or caused to be delivered to Seller duly executed counterparts of the Patent Assignment Agreement, the Bill of Sale and the Stock Issuance Agreement.

Confidential

4.3          Ownership. At the Closing, upon completion of the deliveries contemplated by Section 4.2, without limiting the Parties’ obligations pursuant to Section 6.5, and without any further action required by Purchaser, Seller or their respective Affiliates, Purchaser shall be deemed to be the owner of all Purchased Assets and Seller shall have no further interest in the Purchased Assets.

4.4          Later Discovered Assets. Seller hereby confirms that all Purchased Assets are, as of the Agreement Date, already in the possession and control of Purchaser because they were delivered to Purchaser pursuant to the License Agreement. If, however, Seller later discovers that it is in possession of any Purchased Assets after the Closing Date (each, a “Later Discovered Asset”), to the extent permitted under applicable Law, Seller agrees to deliver such Later Discovered Asset to Purchaser.

4.5          Destruction of Electronic Records. Upon the Closing, Seller shall, and shall cause its Affiliates to, promptly destroy any electronic copies of Books and Records, except that Seller shall not be required to destroy any copies that are securely stored in automated electronic back-up, disaster recovery or similar systems created in the ordinary operation of such systems, unless and until destroyed in the normal course of business for destruction of backup and archival libraries and files, provided, however, that any such retained records that constitute Confidential Information shall continue to be subject to the terms and conditions of this Agreement.

Representations and Warranties

5.1          Representations and Warranties of Seller. Subject to the exceptions noted in the disclosure schedules attached hereto (the “Disclosure Schedules”), Seller makes the following representations and warranties to Purchaser as of the Agreement Date:

(a)            Organization and Existence. Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Seller has the requisite corporate power and authority to own, the Purchased Assets. Seller is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which the ownership of the Purchased Assets or the conduct of its business requires such qualification or license, except for those jurisdictions where the failure to be so qualified or licensed and in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)            Authority; Binding Nature of Agreements. Seller has all requisite power and authority to enter into this Agreement and the Related Agreements and to consummate the Transactions. The execution and delivery of this Agreement and the Related Agreements to which Seller is a party, and the consummation of the Transactions by Seller, including the sale of the Purchased Assets, have been duly authorized by all necessary corporate and stockholder action, if required, and no further corporate or stockholder action is required on the part of Seller to authorize this Agreement or any Related Agreements to which Seller is a party or the Transactions or for Seller to perform its obligations under this Agreement or any other Related Agreements. This Agreement has been duly executed and delivered by Seller and the other Related Agreements will be duly executed and delivered by Seller, and, assuming the due execution and delivery of this Agreement by Purchaser and of the Related Agreements by the counterparties thereto, this Agreement constitutes, and the Related Agreements when so executed and delivered will each constitute, a valid and legally binding obligation of Seller, enforceable against it in accordance with their respective terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a Proceeding in equity or at Law) (the “Enforceability Exception”).

(c)            No Conflict. The execution and delivery of this Agreement and the Related Agreements does not, and the consummation of the Transactions will not, conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to, any payment obligation, or a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a “Conflict”) (i) any provision of Seller’s Organizational Documents, or (ii) any material Law or material Order applicable to the Purchased Assets, or any Product. The execution and delivery of this Agreement and the Related Agreements does not, and the consummation of the Transactions will not result in the creation or imposition of any Lien other than Permitted Liens on the Purchased Assets.

(d)            Governmental Approvals and Filing. Except for any filings with any Governmental Authorities required to record the transfer of the Seller Patents, no consent, notice, waiver, approval, order, or authorization of, or registration, declaration, or filing with, any Governmental Authority or any Third Party is required by, or with respect to, Seller in connection with the execution and delivery of this Agreement or the Related Agreements and consummation of the Transactions, except as would not reasonably be expected to adversely affect the Purchased Assets or the ability of Seller to consummate the Transactions.

(e)            Taxes.

(i)            All material Tax Returns required to be filed by Seller or its Affiliates with respect to the Purchased Assets have been filed and such Tax Returns are true and correct in all material respects. All material Taxes due and owing by Seller (whether or not shown on a Tax Return) attributable to the Purchased Assets have been paid. Seller has withheld all material Taxes required to be withheld in respect of payments to any Third Party to the extent related to the Purchased Assets and remitted all such withheld Taxes to the appropriate Governmental Authority. No power of attorney that is currently in effect has been granted by the Seller with respect to the Purchased Assets (other than powers of attorney granted in the ordinary course of business, such as to a payroll provider).

(ii)           There are no Liens for unpaid Taxes on the Purchased Assets (other than Liens for Taxes not yet due and payable). There is no Tax Contest pending or, to the Knowledge of Seller, threatened, that relates to the Purchased Assets.

(iii)          The Purchased Assets do not include any tax-sharing agreements, United States real property assets, or stock or other ownership interests in any corporations, partnerships, joint ventures, limited liability companies, business trusts, or other entities.

(iv)           None of the Purchased Assets are (A) property required to be treated as being owned by another Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (B) “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code, (C) “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code, (D) subject to Section 168(g)(1)(A) of the Code, or (E) subject to a “section 467 rental agreement” as defined in Section 467 of the Code.

(v)            No jurisdiction in which Seller does not file Tax returns in respect of the Purchased Assets has ever asserted in writing that Seller may be required to file a Tax return in such jurisdiction with respect to the Purchased Assets. No Taxes have attached to the Purchased Assets and will become a liability of Purchaser as a result of the execution of this Agreement and purchase of the Purchased Assets.

(vi)           Seller has not received any written notice from any Governmental Authority of any Tax deficiency, Tax examination, or other Tax proceeding that relates to Taxes attributable to the Purchased Assets, which deficiency, examination, or proceeding has not been resolved in full. Seller has not waived any statute of limitations in respect of Taxes attributable to the Purchased Assets, which waiver is currently in effect.

(f)            Title; Possession; Ownership. None of the Purchased Assets is subject to any Liens other than Permitted Liens. Seller has good title to all of the Purchased Assets (whether real or personal, tangible or intangible). At the Effective Date of the License Agreement or at such later time as specified in the License Agreement (but in any event prior to the Agreement Date), Seller put Purchaser in actual possession and operating control of all Purchased Assets. As of the Agreement Date, neither Seller nor any of its Affiliates or any other person on its behalf has physical possession (except to the extent permitted under Section 4.5) or operating control of any Purchased Assets. At the Closing, Seller will transfer to Purchaser good and marketable title to all Purchased Assets, free and clear of any Liens other than Permitted Liens. No Affiliate or Subsidiary of Seller has any right, title or interest in or to any of the Purchased Assets.

(g)            Compliance with Laws. Seller is in compliance in all material respects with, and since the Effective Date of the License Agreement, has complied in all material respects with, all Laws and Orders applicable to the Purchased Assets, except to the extent such compliance was Purchaser’s responsibility under the License Agreement. Seller has received no written notification or communication from any Governmental Authority asserting that Seller is not in compliance with any applicable Laws or Order with respect to the Purchased Assets.

(h)            Legal Proceedings. There are no Actions pending, or to the Knowledge of Seller, threatened, against Seller that would reasonably be expected to impair, prevent or delay the ability of Seller to enter into and perform its obligations under this Agreement, the Related Agreements or the Transactions or would otherwise reasonably be expected to have a Material Adverse Effect. There is no Order to which Seller is subject or that is pending or, to the Knowledge of Seller, threatened that would reasonably be expected to prevent or delay the ability of Purchaser to enter into and perform its obligations under this Agreement, the Related Agreements or the Transactions.

(i)             Intellectual Property.

(i)            The Seller Patents constitute all Patents and Patent Applications Controlled by Seller or its Affiliates as of the Effective Date of the License Agreement that claim any Seller Know-How or any other product, method, apparatus, material, manufacturing process or other technology that is necessary or reasonably useful to Exploit any Product. Except for the Seller Patents, Seller and its Affiliates do not Control (A) any Patents that have issued from the Patent Applications listed in Schedule I or (B) any Patents or Patent Applications that claim priority to any Seller Patent, including any continuation, continued prosecution application, divisional, reissue or re-examination.

(ii)           Since the Effective Date of the License Agreement, Seller has received no written allegations or threats of, and there have been no pending (A) inter partes reviews, post-grant reviews, interferences, re-examinations or oppositions involving the Seller Patents, (B) any inventorship challenges involving the Seller Patents, in either case ((A) or (B)) that are in or before any patent office (or other governmental authority performing similar functions).

(iii)          To Seller’s Knowledge, the Seller Patents are the Patents and Patent Applications owned or otherwise Controlled by Seller or its Affiliates that are necessary or reasonably useful to Exploit the Seller ADC Technology, ROR1 Antibodies or a ROR1 ADC.

(iv)           The Seller Know-How are all the Know-How owned or otherwise Controlled by Seller or its Affiliates as of the Effective Date of the License Agreement that were necessary or reasonably useful to Exploit the Seller ADC Technology, ROR1 Antibodies or a ROR1 ADC as such were Exploited by Seller as of the Effective Date of the License Agreement.

(v)            To Seller’s Knowledge, all Seller Patents are subsisting and are not invalid or unenforceable, in whole or in part. To Seller’s Knowledge, there is no Claim by any Third Party pending or threatened against Seller contesting the validity, enforceability, or ownership of any Seller IP. To Seller’s Knowledge, the validity or enforceability of registered Seller IP or rights of Seller to use Seller IP has not been challenged in any jurisdiction.

(vi)           Seller has no Knowledge of any infringement by any Third Party of any Seller IP or misappropriation of any Seller Know-How.

(vii)         To Seller’s Knowledge, the Exploitation of the Seller IP and use of the Seller ADC Technology as Exploited by Seller on or before the Effective Date of the License Agreement has not infringed any issued valid claim of any Patent rights owned or otherwise controlled by a Third Party.

(viii)        Neither Seller nor any of its Affiliates has entered into a government funding relationship that would result in any payment obligations to any Governmental Authority or any rights to any Purchased Asset residing in any Governmental Authority.

(j)             Material Contracts; Books and Records.

(i)            Seller has previously made available or delivered to Purchaser a correct and complete copy of each Contract (together with all amendments, modifications and supplements thereto) in effect as of Effective Date of the License Agreement to which Seller or any of its Affiliates is (or was) a party and primarily relating to the research, development or manufacture of the Purchased Assets (the “Material Contracts”). The Material Contracts are the Contracts of Seller as of the Effective Date of the License Agreement necessary or reasonably useful to Exploit the Seller ADC Technology, ROR1 Antibodies or a ROR1 ADC as such were Exploited by Seller as of the Effective Date of the License Agreement.

(ii)           The Books and Records are all the books, records, files, documents, information and correspondence of Seller as of the Effective Date of the License Agreement necessary or reasonably useful to Exploit the Seller ADC Technology, ROR1 Antibodies or a ROR1 ADC as such were Exploited by Seller as of the Effective Date of the License Agreement.

(iii)          At all times prior to the Agreement Date, Seller was not in material breach or material default of the License Agreement, and, to Seller’s Knowledge, no event occurred that with notice or lapse of time, or both, would constitute a material breach or material default under the License Agreement.

(k)            No Brokers. [***], no broker, finder, or investment banker is entitled to any brokerage commission, finder’s fee or similar payment in connection with the Transactions based upon arrangements made by or on behalf of Seller.

(l)            Solvency. Seller is solvent and currently: (i) is able to pay its debts as they become due; (ii) owns property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (iii) has adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the Transactions with the intent to hinder, delay or defraud either present or future creditors of Seller.

5.2          Representations and Warranties of Purchaser. Purchaser makes the following representations and warranties to Seller:

(a)            Organization and Existence. Purchaser is a corporation, duly organized, validly existing and in good standing under the laws of the state of its jurisdiction, with full power and authority to own, lease, and operate its business and properties and to carry on its business as and where such properties and assets are now owned or leased and such business is now conducted.

(b)            Authority and Approval. Purchaser has all requisite power and authority to enter into this Agreement and the Related Agreements to which it is to be a party and to perform its obligations thereunder. The execution, delivery, and performance by Purchaser of this Agreement and the Related Agreements to which it is to be a party, and the consummation by Purchaser of the Transactions, have been duly authorized by all necessary corporate and stockholder action, if required, and no further corporate or stockholder action is required on the part of Purchaser to authorize this Agreement or any Related Agreements to which Seller is a party or the Transactions or for Purchaser to perform its obligations under this Agreement or any other Related Agreements. This Agreement has been duly executed and delivered by Purchaser and, when executed and delivered by Purchaser, the Related Agreements to which Purchaser is to be a party will have been duly executed and delivered by Purchaser. This Agreement has been duly executed and delivered by Purchaser and the other Related Agreements will be duly executed and delivered by Purchaser, and, assuming the due execution and delivery of this Agreement by Seller and of the Related Agreements by the counterparties thereto, this Agreement constitutes, and the Related Agreements when so executed and delivered will each constitute, a valid and legally binding obligation of Purchaser, enforceable against it in accordance with their respective terms, except as enforceability may be affected by the Enforceability Exception.

(c)            No Conflict. The execution and delivery by Purchaser of this Agreement and each of the Related Agreements to which it is to be a party, and Purchaser’s compliance with the terms and conditions hereof and thereof, and the consummation by Purchaser of the Transactions, do not and will not (i) conflict with any of, or require any consent of any Person that has not been obtained under, Purchaser’s Organizational Documents, (ii) violate any provision of, or require any consent, authorization, or approval under, any Law or any Order applicable to Purchaser, (iii) conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization, or approval under, any material Contract to which Purchaser is a party or by which it is bound or to which any of its assets or property is subject, or (iv) result in the creation of any Lien upon the assets or property of Purchaser, except in the case of clause (iii) and (iv), as would not reasonably be expected to have a material adverse effect on Purchaser or materially adversely affect the validity or enforceability of this Agreement against Purchaser or materially adversely affect the ability of Purchaser to consummate the Transactions.

(d)            Governmental Approvals and Filing. No consent, authorization, approval, or action of, filing with, notice to, or exemption from any Governmental Authority on the part of Purchaser is required in connection with the execution, delivery and performance of this Agreement or any Related Agreements to which Purchaser is to be a party or the consummation of the Transactions, except for any other consent, approval or action where the failure to obtain any such consent, approval, or action, to make any such filing, to give any such notice or obtain any such exemption would not be reasonably expected to (i) have a material adverse effect on Purchaser or (ii) materially adversely affect the validity or enforceability against Purchaser of this Agreement or such Related Agreements or materially adversely affect the ability of Purchaser to consummate the Transactions.

(e)            License Agreement. At all times prior to the Agreement Date, Purchaser was not in material breach or material default of the License Agreement, and, to Purchaser’s knowledge, no event has occurred that with notice or lapse of time, or both, would constitute a material breach or material default under the License Agreement.

(f)            No Brokers. No broker, finder, or investment banker is entitled to any brokerage commission, finder’s fee, or similar payment in connection with the Transactions based upon arrangements made by or on behalf of Purchaser.

(g)            Legal Proceedings. As of the Agreement Date, there are no Actions pending, or to the knowledge of Purchaser, threatened, against Purchaser that would reasonably be expected to prevent or delay the ability of Purchaser to enter into and perform its obligations under this Agreement, the Related Agreements or the Transactions. There is no Order to which Purchaser is subject or that is pending or, to the knowledge of Purchaser, threatened that would reasonably be expected to prevent or delay the ability of Purchaser to enter into and perform its obligations under this Agreement, the Related Agreements or the Transactions.

(h)            Solvency. Immediately after giving effect to the Transactions, Purchaser is solvent and currently: (i) is able to pay its debts as they become due; (ii) owns property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (iii) has adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the Transactions with the intent to hinder, delay or defraud either present or future creditors of Purchaser.

5.3          Non-Reliance. Each of the Parties agrees and acknowledges that, except for the representations and warranties made by the other Party and expressly set forth in Section 5.1 (as modified by the Disclosure Schedule) or Section 5.2, as applicable, neither Party provides any warranties, whether written or oral, express or implied, under this Agreement, and each Party hereby disclaims all other warranties, whether written or oral, express and implied, including the implied warranties of merchantability, fitness for a particular purpose and freedom from infringement of third-party rights. Each of the Parties further agrees and acknowledges that, except for the representations and warranties made by the other Party and expressly set forth in Section 5.1 (as modified by the Disclosure Schedule) or Section 5.2, as applicable, none of such other Party or its Affiliates, or any of their respective representatives, or any other Person, has made or is making, and such Party has not relied upon and is not relying upon, any other representations and warranties, including any projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing) by the other Party, its Affiliates or any of their respective representatives. For the avoidance of doubt, in entering into this Agreement, each Party is relying on the survival of the Surviving License Agreement Rights, including the survival of any claim of such Party accrued prior to the Closing Date for indemnification for the other Party's breach of any representation or warranty made by such other Party pursuant to the License Agreement.

Additional Agreements

6.1          Public Disclosures.

(a)            The Parties agree that neither Party shall publicly announce or disclose the execution or content of this Agreement, the Stock Issuance Agreement and the Related Agreements without prior good faith discussion with and written consent of the other Party, including with respect to the specific content of such disclosure. Notwithstanding the foregoing, each Party will be permitted to make any filings required under applicable Law, including a filing on Form 8-K and any other filings required by the SEC to report the execution of this Agreement or, for Purchaser, the issuance of Shares. The Parties will cooperate to mutually agree upon the content of such filings and on redactions to this Agreement for filing purposes with the SEC and the filing Party shall provide the other Party with a copy of the proposed filing as promptly as practicable under the circumstances, and the other Party shall endeavor to promptly provide its comments , provided that to the extent not prohibited by applicable Law, prior to making any filing or disclosure of a copy of this Agreement, the Party making the required disclosure shall submit a confidential treatment request in connection with such disclosure and shall submit pursuant to such confidential treatment request only such redacted form of this Agreement as may be mutually agreed in writing by the Parties (such agreement not to be unreasonably withheld, conditioned, or delayed).

(b)            Seller shall only issue additional public disclosures related to the Seller IP or the Products that have either (i) been approved by Purchaser or (ii) are required to be issued by Seller under applicable Laws (and only to the extent so required) based upon advice of outside counsel. Seller shall use its reasonable efforts to provide Purchaser a reasonable opportunity to comment on any such public disclosure reasonably in advance of issuing or making such press release or public disclosure and shall consider any such comment(s) in good faith. Notwithstanding the foregoing, Seller may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is consistent with prior public disclosures approved pursuant to this Section 6.1 and which do not reveal nonpublic information of Purchaser.

6.2          Confidentiality.

(a)            Confidentiality; Exceptions. Each Party has maintained and will maintain in confidence all, and has not and will not disclose any, information and materials of the other Party disclosed or provided to it by the other Party either pursuant to this Agreement, the License Agreement or the Confidential Disclosure Agreement entered into by the Parties effective as of [***] (the “Confidential Disclosure Agreement”), including information with respect to any Purchased Assets or the Exploitation thereof (together with all embodiments thereof, the “Confidential Information”). The obligations of confidentiality and limited use set forth in this Section 6.2 will not apply to any portion of information or materials that the receiving Party can demonstrate by contemporaneous written records was: (i) known to the general public at the time of its disclosure to the receiving Party, or thereafter became generally known to the general public, other than as a result of actions or omissions of the receiving Party or anyone to whom the receiving Party disclosed such information; (ii) known by the receiving Party prior to the date of disclosure by the disclosing Party; (iii) disclosed to the receiving Party on an unrestricted basis from a source unrelated to the disclosing Party and not under a duty of confidentiality to the disclosing Party; or (iv) independently developed by the receiving Party without access to or use of Confidential Information of the disclosing Party. Any combination of features or disclosures will not be deemed to fall within the foregoing exclusions merely because individual features are published or known to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation thereof are published or known to the general public or are in the rightful possession of the receiving Party. Notwithstanding the foregoing, the terms and conditions of this Agreement, the License Agreement and the Confidential Disclosure Agreement will be deemed Confidential Information of both Parties, and after the Closing Date, the Purchased Assets, including Seller Know-How, will be deemed Confidential Information of Purchaser. For clarity, clauses (ii), (iii) and (iv) above shall not limit Seller’s confidentiality obligations with respect to the Purchased Assets, including Seller Know-How.

(b)            Degree of Care; Permitted Use. Each Party will take reasonable steps to maintain the confidentiality of the Confidential Information of the other Party, which steps will be no less protective than those steps that such Party takes to protect its own information and materials of a similar nature, but in no event less than a reasonable degree of care. Except to the extent expressly permitted under this Agreement, neither Party will use or permit the use of any Confidential Information of the other Party except for the purposes of carrying out its obligations or exercising its rights under this Agreement, and neither Party will copy any Confidential Information of the other Party except as may be reasonably useful or necessary for such purposes. All Confidential Information of a Party, including all copies and derivations thereof, is and will remain the sole and exclusive property of the disclosing Party and subject to the restrictions provided for herein. Except to the extent expressly permitted under this Agreement, neither Party will disclose any Confidential Information of the other Party other than to those of its and its Affiliates and its and their sublicensees, directors, officers, employees, licensors, independent contractors, permitted assignees, agents and external advisors that are directly concerned with the carrying out of this Agreement, on a strictly applied “need to know” basis, and that are subject to confidentiality and non-use obligations at least as stringent as the confidentiality and non-use obligations provided for in this Section 6.2. Each Party remains liable for compliance of its and its Affiliates and its and their sublicensees directors, officers, employees, licensors, independent contractors, permitted assignees, agents and external advisors with its obligations of non-disclosure and non-use under this Agreement.

(c)            Limited Use. The obligations of Section 6.2 will not apply to the extent that the receiving Party is required to disclose information to a Third Party pursuant to (i) an order of a court of competent jurisdiction, (ii) applicable Laws, (iii) regulations or rules of a securities exchange, (iv) requirement of a Regulatory Authority for purposes of obtaining approval for Purchaser to test or market Products, or (v) solely with respect to Confidential Information of Seller that is also Confidential Information of Purchaser (e.g., the content and scope of this Agreement and the License Agreement), disclosure on a need-to-know basis to any bona fide potential or actual investor, investment banker, acquirer, acquisition target, merger partner, licensee, licensor, or other potential or actual financial or strategic partner; provided that in each case (i) through (v), prior to such disclosure, the disclosing Party will inform each recipient of Confidential Information of the confidential nature of such Confidential Information and cause each recipient of Confidential Information to enter into a written agreement containing limitations on use and disclosure no less restrictive, in the aggregate, than those contained in this Section 6.2; and provided, further, that the receiving Party will provide prior written notice thereof to the disclosing Party and sufficient opportunity for the disclosing Party to review and comment on such disclosure and request confidential treatment thereof or a protective order therefor.

(d)            Irreparable Injury. The Parties acknowledge that either Party’s breach of this Section 6.2 may cause the other Party irreparable injury for which it would not have an adequate remedy at law. In the event of a breach, the nonbreaching Party may seek injunctive relief, whether preliminary or permanent, in addition to any other remedies it may have at law or in equity, without necessity of posting a bond.

(e)            Survival of Obligations. The obligations of confidentiality and limited use contained in this Section 6.2 will survive any termination of this Agreement or the Confidential Disclosure Agreement.

6.3            Termination of License Agreement. Effective upon the Closing, the License Agreement shall automatically terminate in its entirety, including and notwithstanding Section 12.10 of the License Agreement or any other provision of the License Agreement providing for survival upon termination of the License Agreement. Accordingly, upon the Closing, the License Agreement shall no longer be in effect and any and all rights and obligations of the parties thereunder shall automatically be terminated; provided that nothing in this Agreement shall: (a) relieve either Party of any Liabilities of such Party under the License Agreement that accrued prior to the Closing; (b) limit a Party’s obligations under Section 9 of the License Agreement with respect to facts or circumstances occurring prior to the Closing (even if the indemnification claim is not made until after the Closing); (c) impact a Party’s remedies with respect to a pre-termination breach, even if it is discovered after termination of the License Agreement; or (d) preclude any Party from pursuing any and all rights and remedies it may have under the License Agreement or at law or in equity with respect to any of the Liabilities referred to in clauses (a) through (c) (the rights, remedies and obligations described in this proviso, the “Surviving License Agreement Rights”). The termination of the License Agreement pursuant to this Section 6.3 shall not impact the prior transfer and assignment to Purchaser of any Contracts pursuant thereto and thereunder.

6.4          Non-Solicitation. Until [***], neither Party nor any of their Affiliates shall, either directly or indirectly, solicit for employment any employee of the other Party who has been involved in any substantive capacity in the creation or Exploitation of Seller IP or Products. Each Party agrees that any breach of this provision would cause irreparable harm to the other Party and that, in addition to any and all other available legal and equitable remedies, injunctive relief shall be appropriate and available without the posting of a bond or other security. The foregoing non-solicitation provisions shall not apply to general recruiting activities not specifically targeting a Party or its Affiliate or a particular individual employee of a Party or its Affiliate.

6.5          Further Assurances and Cooperation.

(a)            Further Assurances. Upon the terms and subject to the conditions set forth in this Agreement, each Party agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper, or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to obtain all necessary consents, approvals or waivers from Third Parties required to transfer any Purchased Asset from Seller to Purchaser pursuant to Article 2 and to identify and deliver any Purchased Assets not previously identified and delivered.

(b)            Cooperation. If, in order to properly prepare any materials required to be filed with any Governmental Authority, it is necessary that either Purchaser or Seller be furnished with additional information, documents, or records relating to the Purchased Assets or the Excluded Liabilities, and such materials are in the possession or control of the other Party, such other Party will use its commercially reasonable efforts to make available such materials (or copies thereof) upon the filing Party’s reasonable request and at the filing Party’s cost and expense; provided, further, that any Party receiving such materials shall be subject to the same obligations of confidentiality and non-use described in Section 6.2.

6.6          Tax Matters.

(a)            Allocation. Purchaser and Seller acknowledge and agree that the purchase and sale of the Purchased Assets will be treated for all Tax purposes as a taxable asset purchase. The Consideration shall be allocated among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). The Allocation shall be delivered by Purchaser to Seller within [***] after the Closing Date for Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller and Purchaser shall work in good faith to resolve any disputes relating to the Allocation within [***]. If Seller and Purchaser are unable to resolve any such dispute, such dispute shall be resolved promptly by a nationally recognized accounting firm acceptable to Purchaser and Seller, the costs of which shall be borne equally by the Parties. Each Party agrees to prepare and file all applicable Tax Returns in a manner consistent with the final Allocation Schedule.

(b)            Straddle Period Taxes. Any property Taxes (or other Taxes imposed on a periodic basis) levied with respect to the Purchased Assets for the Straddle Period (each, a “Straddle Period Tax”) shall be prorated between Purchaser and Seller on a per diem basis, with the Seller paying the portion of the Straddle Period Tax attributable to the Pre-Closing Tax Period.

(c)            Transfer Taxes. All transfer, documentary, sales, use, stamp, value added, goods and services, excise, registration and other similar Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the Transactions (“Transfer Taxes”) shall be [***]. The Party required under applicable Laws to file a Tax Return with respect to Transfer Taxes will, at its own expense, prepare or cause to be prepared, and file, or cause to be filed, all necessary Tax Returns and other documentation with respect to such Transfer Taxes, and if required by applicable Law, the Parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns. The Parties agree to reasonably cooperate to minimize any Transfer Taxes to the extent permitted by applicable Law.

(d)            Cooperation. To the extent relevant to the Purchased Assets, each Party will reasonably cooperate to provide the other with such assistance, records or other information as may reasonably be requested in connection with the preparation of any Tax Return, claim for refund, and the conduct of any audit or other examination by any Governmental Authority or in connection with judicial or administrative proceedings relating to any Liability for Taxes.

(e)            Bulk Sale Laws. Purchase waives any compliance by Seller with bulk sale or transfer laws.

Indemnification

7.1          Indemnification by Seller and Purchaser.

(a)            Indemnification by Seller. Subject to the terms and conditions of this Agreement, Seller will indemnify and hold harmless Purchaser, its Affiliates, and its and their respective officers, directors, managers, employees, agents, successors, and permitted assigns (collectively, the “Purchaser Indemnified Parties”) against and in respect of any Losses suffered, sustained, accrued or incurred by any Purchaser Indemnified Party resulting from or arising out of any of the following:

(i)            any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement, as modified by the Disclosure Schedules;

(ii)            any breach of or failure to perform any covenant, agreement, or obligation of Seller in this Agreement or in any Related Agreement; or

(iii)          any Excluded Liabilities.

(b)            Indemnification by Purchaser. Subject to the terms and conditions of this Agreement, Purchaser will indemnify and hold harmless Seller and its Affiliates and its and their respective officers, directors, managers, employees, agents, successors, and permitted assigns (collectively, the “Seller Indemnified Parties”) against and in respect of any Losses suffered, sustained, accrued or incurred by any Seller Indemnified Party resulting from or arising out of any of the following:

(i)            any breach or inaccuracy of any representation or warranty of Purchaser contained in this Agreement;

(ii)            any breach of or failure to perform any covenant, agreement, or obligation of Purchaser in this Agreement or in any Related Agreement; or

(iii)          any Purchaser Liabilities.

7.2          Survival.

(a)            All representations and warranties contained in Article 5 (including the related portions of the Disclosure Schedules) will survive the Closing for a period ending [***] after the Closing Date, at which time they shall terminate, are void, and of no further force or effect; provided, the foregoing shall not apply to the (i) representations and warranties in [***], which will survive the Closing for a period ending [***] after the Closing Date, at which time they shall terminate, are void, and of no further force or effect and (ii) Fundamental Representations, which shall survive the Closing until 11:59 p.m. (Eastern time) on the date that is [***] following the expiration of the longest statute of limitations (including any extensions thereof) applicable to the subject matter thereof (and not to claims for breach of contract more generally). The covenants in this Agreement and the Related Agreements shall survive Closing and continue in effect and expire in accordance with their respective terms. The Parties further acknowledge that the time periods set forth in this Section 7.2(a) for the assertion of claims under this Agreement are the result of arms’-length negotiation between the Parties and that they intend for the applicable time periods to be enforced as agreed to by the Parties.

(b)            Notwithstanding the foregoing, nothing in this Article 7 shall limit the right of any Indemnified Party with respect to any claim of Fraud.

(c)            No indemnification will be payable for any Claim for Losses pursuant to Sections 7.1(a)(i) or 7.1(b)(i) with respect to any inaccuracy or breach of any representation or warranty after termination of the applicable survival period specified in this Section 7.2, except with respect to Claims made prior to such termination pursuant to Section 7.4 but not then resolved (such representation or warranty surviving with respect to such Claim until resolution of such Claim), or with respect to any covenants after the termination of the applicable survival period. The limitations set forth in this Section 7.2(c) shall not apply to any Claim for Losses pursuant to Sections 7.1(a)(iii) or 7.1(b)(iii) regardless of whether such Claim may also be described in other subsections of Section 7.1(a) or Section 7.1(b).

7.3          Limitations. The rights to indemnification under Section 7.1(a) are subject to the following limitations:

(a)            Cap. The aggregate amount which all of the Purchaser Indemnified Parties will be entitled to receive for all Claims for indemnification arising under Section 7.1(a)(i) (other than with respect to any claim for Fraud or any misrepresentation or breach of any Fundamental Representations) shall not exceed an amount equal to [***].

(b)            Exclusions. For the avoidance of doubt, the limitations under Section 7.3(a) will not apply with respect to any Claim(s) for indemnification arising under Section 7.1(a)(ii) or 7.1(a)(iii), regardless of whether such Claim(s) may also be described in Section 7.1(a)(i).

(c)            No Duplication. There shall not be any multiple or duplicative recoveries for any Losses for all purposes under both this Agreement and the License Agreement (i.e., a Party may only bring a Claim predicated on or arising out of a single nucleus of operative facts under one agreement or the other but not both). For clarity, the foregoing does not preclude a Party from seeking indemnification for separate Third Party Claims predicated on or arising out of a single nucleus of operative facts.

7.4          Resolution of Indemnification Disputes. In order to seek indemnification under this Article 7, the Indemnified Party shall deliver a Claim Notice to the Indemnifying Party which contains (x) a description and the amount, if known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party (which shall be calculated and estimated by the Indemnified Party in good faith), (y) a statement that the Indemnified Party is entitled to indemnification under this Article 7 for such Losses and an explanation of the basis therefor, and (z) a demand for payment in the amount of such Losses. Upon reasonable request, the Indemnified Party shall furnish the Indemnifying Party with any information to the extent that such information is reasonably necessary in order to evaluate the Claim Notice and the underlying Claims. If an Indemnifying Party disputes or contests the basis or amount of any Claim set forth in a Claim Notice delivered by an Indemnified Party in accordance with the provisions of Article 7, the dispute will be resolved as set forth below:

(a)            An Indemnifying Party may object to a Claim for indemnification set forth in a Claim Notice by delivering to the Indemnified Party seeking indemnification a written statement of objection to the Claim made in the Claim Notice (an “Objection Notice”); provided, however, that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Party prior to the [***] following the receipt of the applicable Claim Notice (such deadline, the “Objection Deadline” for such Claim Notice and the Claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the Claims in respect of which the objection is made.

(b)            To the extent the Indemnifying Party does not object in writing (as provided in Section 7.4(a)) to the Claims contained in such Claim Notice prior to the Objection Deadline for such Claim Notice, such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the Claims for Losses set forth in such Claim Notice (and such entitlement shall be conclusively and irrefutably established) (or, in the case of any notice in which the Losses (or any portion thereof) are estimated, the amount of such Losses (or such portion thereof) as finally determined) with respect to the applicable parties against the Indemnifying Party (any such Claim, an “Unobjected Claim”). Within [***] of a Claim becoming an Unobjected Claim, the Indemnifying Party shall make the applicable payment to such Indemnified Party, subject to the limitations set forth in this Article 7.

(c)            In case an Indemnifying Party timely delivers an Objection Notice in accordance with Section 7.4(a), the Indemnifying Party and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such Claims. If the Indemnifying Party and the Indemnified Party reach an agreement, a memorandum setting forth such agreement shall be prepared and signed by all applicable Parties (any Claims covered by such an agreement, “Settled Claims”). Any amounts required to be paid as a result of a Settled Claim shall be paid by the Indemnifying Party to the Indemnified Party pursuant to the Settled Claim within [***] of the applicable Claim becoming a Settled Claim.

(d)            If no such agreement can be reached after good faith negotiation prior to [***] after delivery of an Objection Notice, then upon the expiration of such [***] period either the Indemnifying Party or the Indemnified Party may seek to resolve such dispute pursuant to Section 8.1.

7.5          Third Party Claim Procedures.

(a)            Notice. If an Indemnified Party shall become aware of an indemnifiable matter arising from any pending or threatened Legal Proceeding by or against a Third Party (each such action or suit being a “Third Party Claim”), the Indemnified Party will give prompt written notice of the claim to the Indemnifying Party; provided, however, that failure to so notify shall not preclude the Indemnified Party’s right to indemnification hereunder unless the Indemnifying Party is actually prejudiced by such failure. Each Party will furnish promptly to the other Party, copies of all papers and official documents received from the Third Party making the claim for Losses in respect of such Losses. The Indemnified Party will cooperate as requested by the Indemnifying Party in the defense against any Losses.

(b)            Control. The Indemnifying Party, upon notice to the Indemnified Party, will have the right to assume and control the defense of such Third Party Claim for which the Indemnifying Party is obligated to indemnify pursuant to this Article 7 at its own cost and through counsel of its choosing; provided that the Indemnifying Party will obtain the written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Losses if as a result thereof (x) the Indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money by the Indemnifying Party or (y) the business of the Indemnified Party would be adversely affected; provided further, however, that the Indemnifying Party shall not have the right to assume and control such defense: (i) if such Third Party Claim involves criminal allegations, (ii) if outside counsel advises the Indemnified Party in writing that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to the Third Party Claim that cannot be waived, or (iii) if the Indemnifying Party failed or is failing to diligently prosecute or defend with respect to such Third Party Claim and is provided with written notice of such failure by the Indemnified Party, and such failure is not reasonably cured.

(c)            Indemnified Party. The Indemnified Party shall have the right to employ its own counsel at its own cost; provided, however, that if the Indemnifying Party is not, or becomes not, entitled to assume the defense of such Third Party Claim or withdraws from such defense, then the Indemnified Party shall have the right to undertake the defense or settlement thereof at the Indemnifying Party’s reasonable expense, subject to the final determination of whether such expenses are indemnifiable Losses. If the Indemnified Party controls the defense of any Third Party Claim pursuant to this Section 7.5(c), the Indemnifying Party will not be liable for any settlement or other disposition of Losses by the Indemnified Party which is reached without the written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed.

7.6          Tax Treatment of Indemnification Payments. For all purposes hereunder, any indemnification payments made pursuant to Article 7 will be treated as an adjustment to the Consideration, except as otherwise required by applicable Law.

7.7          Exclusive Remedy. From and after the Closing, subject to Section 6.2 and except for claims of Fraud, the indemnification provisions contained in this Article 7 will constitute the sole and exclusive recourse and remedy of the Parties with respect to any claim arising from this Agreement or the Transactions, whether by contract, tort or otherwise. Notwithstanding the foregoing, the provisions of this Article 7 will not restrict the right of any Party to seek specific performance or other equitable remedies in accordance with Section 8.2. The Parties agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the Indemnified Parties’ remedies with respect to this Agreement and the Transactions were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid hereunder.

7.8            [***].

Miscellaneous

8.1            Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced under the substantive laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise make this Agreement subject to the substantive law of another jurisdiction. Purchaser and Seller each hereby irrevocably: (a) consents to submit itself in any suit, action or proceeding arising out of or related to this Agreement or any of the Transactions to the exclusive personal jurisdiction of the courts of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in Delaware); (b) agrees that it will not attempt to defeat or deny such personal jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any action arising out of or related to this Agreement or any of the Transactions in any court other than any such court.

8.2          Specific Performance. Subject to Section 7.7, the Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the following sentence, the Parties acknowledge and agree that (a) the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 8.1 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific performance is an integral part of the Transactions and without that right, neither the Purchaser nor Seller would have entered into this Agreement. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other Party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 8.2 shall not be required to provide any bond or other security in connection with any such order or injunction.

8.3          WAIVER OF JURY TRIAL. EACH OF PURCHASER AND SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PURCHASER AND SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

8.4          Entire Agreement; Severability. This Agreement, together with the Disclosure Schedules, Related Agreements, Stock Issuance Agreement, and all Exhibits and Schedules attached hereto and thereto constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect. If the final determination of any arbitration process or final judgment of a court of competent jurisdiction, in each case, to the extent in accordance with the terms of this Agreement, declares that any term or provision hereof is invalid or unenforceable, the arbitrators or court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

8.5          Incorporation by Reference. The Disclosure Schedules, the Schedules and Exhibits attached hereto, and the documents referenced herein and therein constitute integral parts of this Agreement and are hereby incorporated by reference herein.

8.6          Amendments and Waivers. This Agreement may not be amended or modified, nor may compliance with any condition or covenant set forth herein be waived, except by a writing duly and validly executed by Purchaser and Seller or, in the case of a waiver, the Party waiving compliance. Except as specifically set forth herein to the contrary, no delay or omission by either Party in exercising any right or power occurring upon any noncompliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by one Party of any of the covenants, conditions or agreements to be performed by the other Party shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained.

8.7          Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) upon transmission, if sent by electronic transmission (in each case with receipt verified by electronic confirmation) or (c) one (1) Business Day after being sent by courier or express delivery service, provided that in each case the notice or other communication is sent to the address set forth beneath the name of such Party below (or to such other address as such Party shall have specified in a written notice given to the other Parties hereto):

If to Seller, to:

Zentalis Pharmaceuticals, Inc.

10275 Science Center Drive, Ste 200

San Diego, CA 92121

Attention: Kimberly Blackwell, M.D., CEO

Email: [***]

with required copies to:

Zentalis Pharmaceuticals, Inc.

10275 Science Center Drive, Ste 200

San Diego, CA 92121

Attention: Andrea Paul, Chief Legal Officer and Corporate Secretary

Email: [***]

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Aaron Gardner

Email: [***]

If to Purchaser, to:

Immunome, Inc.

18702 N. Creek Parkway, Suite 100

Bothel, Washington 98011

Attention: Sandra Stoneman, Chief Legal Officer

Email: [***]

with required copies to:

Cooley LLP

10265 Science Center Drive

San Diego, California 92121

Attention: Barbara Borden

Email: [***]

8.8          No Assignment; Binding Effect. This Agreement is not assignable by any Party without the prior written consent of the other Party; provided, however, for the avoidance of doubt, Purchaser may, without Seller’s consent, at any time (a) sell, assign, contribute, or otherwise transfer this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate, (b) assign all or any part of its rights or obligations hereunder to any Person (whether or not an Affiliate of Purchaser) in connection with a merger or consolidation of Purchaser or the sale of all or substantially all of Purchaser’s operations or assets or substantially all of Purchaser’s assets that relate to the Purchased Assets, and (c) grant or permit any Lien or assignment to any Person (whether or not an Affiliate of Purchaser) in connection with a financing for Purchaser (or an Affiliate of Purchaser to which any rights under this Agreement have been assigned or sublicensed) from time to time, in each case of clauses (a), (b), or (c) above, without Purchaser being relieved of any of its obligations hereunder [***]. This Agreement will be binding upon and will inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

8.9          Third Person Beneficiaries. Except as provided in Article 7, this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties and their respective successors and permitted assigns and nothing herein, whether express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.10        Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture, employment, franchise, agency or fiduciary relationship between Purchaser and Seller. Neither Party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Third Party.

8.11        Headings; Interpretation. The headings in this Agreement are intended solely for convenience of reference and will be given no effect in the construction or interpretation of this Agreement. Unless the context otherwise requires, the singular includes the plural, and the plural includes the singular. Whenever the words “include”, “includes”, or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”. Unless otherwise specified, references in this Agreement to any Article shall include all Sections, subsections, and paragraphs in such Article, references to any Section shall include all subsections and paragraphs in such Section, and references in this Agreement to any subsection shall include all paragraphs in such subsection. The word “or” means “and/or” unless the context dictates otherwise because the subjects of the conjunction are mutually exclusive. The words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. All references to days in this Agreement mean calendar days, unless otherwise specified. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against either Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. All references herein to “immediately available funds” or “$” shall be deemed to be references to the lawful money of the United States. Unless the context otherwise requires, references herein to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

8.12        Counterparts; Signatures. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. This Agreement may be executed by an electronic scan delivered by electronic mail.

8.13        Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, each Party hereto will pay its own costs and expenses incurred incident to its negotiation and preparation of this Agreement, the Stock Issuance Agreement and the Related Agreements and to its performance and compliance with all agreements and conditions contained herein and therein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants.

{Signature Pages to Follow}

In Witness Whereof, the Parties, intending legally to be bound, have caused this Asset Purchase Agreement to be duly executed and delivered as of the Agreement Date.

Immunome, Inc.

By:	/s/ Clay Siegall
Print Name:	Clay Siegall, Ph.D.
Title:	Chief Executive Officer

In Witness Whereof, the Parties, intending legally to be bound, have caused this Asset Purchase Agreement to be duly executed and delivered as of the Agreement Date.

Zentalis Pharmaceuticals, Inc.

By:	/s/ Kimberly Blackwell
Print Name:	Kimberly Blackwell, M.D.
Title:	Chief Executive Officer

Zeno Management, Inc.

By:	/s/ Kimberly Blackwell
Print Name:	Kimberly Blackwell, M.D.
Title:	Chief Executive Officer

Exhibit 4.1

STOCK ISSUANCE AGREEMENT

This Stock Issuance Agreement (“Agreement”) is entered into as of October 25, 2024, by and between Zentalis Pharmaceuticals, Inc., a Delaware corporation having offices at 10275 Science Center Drive, Suite 200, San Diego, CA 92121 (“Zentalis”), and Immunome, Inc. a Delaware corporation having an office at 18702 North Creek Parkway, Suite 100, Bothell, WA 98011 (“Immunome”). The capitalized terms used herein and not otherwise defined have the meanings given to them in Appendix 1 or the Purchase Agreement.

Recitals

Subject to and in accordance with the terms and provisions of this Agreement, Immunome has agreed to issue, and Zentalis has agreed to acquire, 1,805,502 shares (the “Shares”) of Immunome’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to that certain Asset Purchase Agreement, by and between Immunome and Zentalis, dated as of the date hereof (the “Purchase Agreement”), the value of which Immunome has determined as of the date hereof exceeds the par value of the Shares to be issued hereunder.

Agreement

For good and valuable consideration, the Parties agree as follows:

Section 1.               Stock Issuance

1.1            Issuance and Acquisition of Stock. Subject to the terms and conditions of this Agreement, at the closing of the issuance of the Shares hereunder (the “Closing”), Immunome will issue to Zentalis, and Zentalis will acquire from Immunome, the Shares as partial consideration for the Purchased Assets acquired by Immunome from Zentalis pursuant to the Purchase Agreement.

Book Entry. Upon the Closing, Immunome shall instruct its transfer agent to register the Shares in book entry form in Zentalis’s name on Immunome’s share register and shall cause its transfer agent to prepare and deliver to Zentalis an account statement reflecting the issuance as promptly as possible following the Closing.

Section 2.               Representations and Warranties of Immunome

Except as otherwise specifically contemplated by this Agreement, Immunome hereby represents and warrants as of the date hereof to Zentalis that:

2.1            Private Placement. Neither Immunome nor any person acting on its behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Shares under the Securities Act. Subject to the accuracy of the representations and warranties made by Zentalis in Section 3, the Shares will be issued and sold to Zentalis in compliance with applicable exemptions from the registration and prospectus delivery requirements of the Securities Act and the registration and qualification requirements of all applicable securities laws of the states of the United States. Immunome has not engaged any brokers, finders or agents, or incurred, or will incur, directly or indirectly, any liability for brokerage or finder’s fees or agents’ commissions or any similar charges in connection with this Agreement and the transactions contemplated hereby.

2.2            Organization and Qualification. Immunome is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as currently conducted. Immunome is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to have (i) a material adverse effect on the business, assets, liabilities, financial condition, results of operations, or stockholders’ equity of Immunome and its subsidiaries, taken as a whole, or (ii) materially affect the validity of the Shares or the legal authority of Immunome to comply in all material respects with this Agreement (clauses (i) and (ii), a “Material Adverse Effect”).

2.3            Subsidiaries. Each direct or indirect subsidiary of Immunome that owns any assets material to Immunome has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as presently conducted. Each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to do business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Immunome. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by Immunome, directly or through subsidiaries, free and clear of any encumbrances or preemptive and similar rights to subscribe for or purchase securities.

2.4            Authorization; Enforcement. Immunome has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement, to consummate the transactions contemplated hereby and to issue the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Immunome and the consummation by it of the transactions contemplated hereby (including the issuance of the Shares at the Closing in accordance with the terms hereof) have been duly authorized by the Board and no further consent or authorization of Immunome, the Board, or its stockholders is required. This Agreement has been duly executed by Immunome and constitutes a legal, valid and binding obligation of Immunome enforceable against Immunome in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws.

2.5            Issuance of Shares. The Shares are duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and will not be subject to preemptive rights or other similar rights of stockholders of Immunome.

2.6            SEC Documents, Financial Statements

(a)            All material statements, reports, schedules, forms and other documents required to have been filed by Immunome or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the statements, reports, schedules, forms and other documents filed by Immunome with the SEC since January 1, 2022 (the “SEC Documents”) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating to the SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 2.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b)            The financial statements (including any related notes) contained or incorporated by reference in the SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, except as permitted by the SEC on Form 10-Q under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position of Immunome and its consolidated subsidiaries as of the respective dates thereof and the results of operations and cash flows of Immunome and its consolidated subsidiaries for the periods covered thereby. Other than as expressly disclosed in the SEC Documents filed prior to the date of this Agreement, there has been no material change in Immunome’s accounting methods or principles that would be required to be disclosed in Immunome’s financial statements in accordance with GAAP. The books of account and other financial records of Immunome and each of its subsidiaries are true and complete in all material respects.

(c)            As of the date of this Agreement, Immunome is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the applicable current listing and governance rules and regulations of Nasdaq.

2.7            Internal Control; Disclosure Controls and Procedures.

(a)            Immunome maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect Immunome’s transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Board and (iv) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Immunome’s assets that could have a material effect on Immunome’s financial statements. Immunome has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2023, and, to the extent required by applicable Law, presented in any applicable Immunome SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Immunome has disclosed, based on its most recent evaluation of internal control over financial reporting, to Immunome’s auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Immunome’s ability to record, process, summarize and report financial information and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in Immunome’s or its subsidiaries’ internal control over financial reporting. Immunome has not identified, based on its most recent evaluation of internal control over financial reporting, any material weaknesses in the design or operation of Immunome’s internal control over financial reporting.

(b)            Immunome maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by Immunome in the periodic reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated to Immunome’s management as appropriate to allow timely decisions regarding required disclosure.

2.8            Capitalization and Voting Rights.

(a)            The authorized capital of Immunome as of the date hereof consists of: (i) 300,000,000 shares of Common Stock of which, as of October 18, 2024, (w) 60,479,634 shares were issued and outstanding, (x) 4,088,128 shares were reserved for issuance pursuant to Immunome’s equity incentive plans (including its stock purchase plan), (y) 12,230,684 shares were issuable upon the exercise of stock options outstanding, and (z) no shares were issuable upon exercise of outstanding warrants, and (ii) 10,000,000 shares of Preferred Stock, of which no shares are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Common Stock (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) were issued in material compliance with all applicable federal and state securities laws and not in violation of any preemptive rights.

(b)            All of the authorized shares of Common Stock are entitled to one (1) vote per share.

(c)            Immunome is not a party to or subject to any agreement or understanding relating to the voting of shares of capital stock of Immunome or the giving of written consents by a stockholder or director of Immunome.

2.9            No Conflicts; Government Consents and Permits.

(a)            The execution, delivery and performance of this Agreement by Immunome and the consummation by Immunome of the transactions contemplated hereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of Immunome’s Amended and Restated Certificate of Incorporation, as amended, or Amended and Restated Bylaws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture, or instrument to which Immunome or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to Immunome, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults, and violations as would not reasonably be expected to have a Material Adverse Effect on Immunome or result in a liability for Zentalis.

(b)            Immunome is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Shares in accordance with the terms hereof other than such as have been made or obtained, and except for (i) any post-closing filings required to be made under federal or state securities laws, and (ii) any required filings or notifications regarding the issuance or listing of additional shares with Nasdaq.

2.10            Litigation. Except for such matters as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of Immunome, threatened against Immunome or any of its subsidiaries or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against Immunome or any of its subsidiaries. The aggregate of all pending legal or governmental proceedings to which Immunome or any of its subsidiaries is a party to or of which any of their respective property or assets is the subject of that are not described in the SEC Documents, including ordinary routine litigation incidental to the business, would not reasonably be expected to have a Material Adverse Effect. 

2.11            Licenses/Compliance with Laws. Immunome possesses all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct its business, and Immunome has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

2.12            Intellectual Property. Immunome owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and any and all such cases as are necessary to Immunome in the conduct of its business as now conducted and as presently proposed to be conducted (the “Immunome Intellectual Property”) without, to Immunome’s knowledge, any conflict with, or infringement of, the rights of others. Except as described in the SEC Documents, (a) to Immunome’s knowledge, there are no rights of third parties to any Immunome Intellectual Property owned by Immunome; (b) to Immunome’s knowledge, there is no material infringement by third parties of any Immunome Intellectual Property; (c) there is no pending, or to Immunome’s knowledge, threatened action, suit, proceeding or claim by others challenging Immunome’s rights in or to any such Immunome Intellectual Property, and, to Immunome’s knowledge, Immunome is aware of no factual basis for any such claim; and (d)  there is no pending or, to Immunome’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Immunome Intellectual Property, including interferences, oppositions, inter partes reviews, reexaminations or government proceedings. To Immunome’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by Immunome violates any license or infringes any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements or as described in the SEC Documents, there are no outstanding options, licenses, agreements, claims, encumbrances, security interests, liens or shared ownership interests of any kind relating to any material Immunome Intellectual Property, nor is Immunome bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. Immunome has not received any written communications alleging that Immunome has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, or copyrights of any third party.

2.13            Taxes and Tax Returns. Immunome and each of its subsidiaries have timely filed all income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Authority in any jurisdiction where Immunome or any of its subsidiaries does not file a particular Tax Return or pay a particular Tax that Immunome or such subsidiary is subject to taxation by that jurisdiction.

2.14            Absence of Certain Changes.  Between the date of the balance sheet of Immunome set forth in its quarterly report on Form 10-Q for the quarter ended June 30, 2024 and the Closing Date, except as disclosed in the Immunome SEC Documents, there has not been any Material Adverse Effect with respect to Immunome.

2.15            Brokers or Finders Fees. No broker, finder, investment banker, or other Person is entitled to any brokerage, finder’s or other similar fee or commission from Immunome in connection with the transactions contemplated by this Agreement or the Purchase Agreement.

2.16            Not an Investment Company. Immunome is not, and as of the Closing Date immediately after receipt of consideration for the Shares, will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.17            FCPA. None of Immunome, any of its subsidiaries, any director or officer of any of the foregoing, or, to the knowledge of Immunome, any agent, employee or affiliate of any of the foregoing, is aware of or has knowingly taken or will take any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”), or any other applicable anti-corruption or anti-bribery laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable anti-corruption or anti-bribery laws.

2.18            Anti-Money Laundering. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Immunome or any of its subsidiaries with respect to the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder or any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental authority with jurisdiction over Immunome or its subsidiaries is pending or, to the knowledge of Immunome, threatened.

2.19            OFAC. None of Immunome, any of its subsidiaries, any director or officer of any of the foregoing, or, to the knowledge of Immunome, any employee, agent, controlled affiliate or representative of the foregoing, is a person that is, or is owned or controlled by a person that is currently subject to, any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or any other applicable sanction laws; and Immunome will not knowingly directly or indirectly use the consideration from this Agreement or the Purchase Agreement, or knowingly lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, to (i) fund or facilitate any activities or business of or with any person that, at the time of such funding or facilitation, is subject to any U.S. sanctions administered by OFAC or any other applicable sanctions laws or (ii) in any other manner that will result in a violation of any U.S. sanctions administered by OFAC or any other applicable sanctions laws by any person.

2.20            Regulatory Permits. Except as would not, individually or in the aggregate, result in a Material Adverse Effect: (i) Immunome is and has been in compliance with statutes, laws, ordinances, rules and regulations applicable to it for the ownership, testing, development, manufacture, packaging, processing, use, labeling, storage, or disposal of any product manufactured by or on behalf of Immunome or out-licensed by Immunome, including without limitation, the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301, et seq., the Public Health Service Act, 42 U.S.C. § 262, similar laws of other Governmental Authorities and the regulations promulgated pursuant to such laws (collectively, “Applicable Laws”); (ii) Immunome possesses all licenses, certificates, approvals, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws and/or for the ownership of its properties or the conduct of its business as described in the SEC Documents (collectively, “Authorizations”) and such Authorizations are valid and in full force and effect and Immunome is not in violation of any term of any such Authorizations; (iii) Immunome has not received any written notice of adverse finding, warning letter or other written correspondence or notice from the U.S. Food and Drug Administration (“FDA”) or any other Governmental Authority alleging or asserting noncompliance with any Applicable Laws or Authorizations; (iv) Immunome has not received notice of any ongoing claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority or third party alleging that any product, operation or activity is in violation of any Applicable Laws or Authorizations or has any knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding, nor, to the best of Immunome ‘s knowledge, has there been any noncompliance with or violation of any Applicable Laws by Immunome that could reasonably be expected to require the issuance of any such written notice or result in an investigation, corrective action, or enforcement action by FDA or similar Governmental Authority; (v) Immunome has not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations or has any knowledge that any such Governmental Authority has threatened or is considering such action; and (vi) Immunome has filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete, correct and not misleading on the date filed (or were corrected or supplemented by a subsequent submission). To Immunome’s knowledge, none of Immunome or any of its directors, officers, employees or agents, has made, or caused the making of, any false statements on, or material omissions from, any other records or documentation prepared or maintained to comply with the requirements of the FDA or any other Governmental Authority.

2.21            Regulatory Compliance. The studies, tests and preclinical and clinical trials conducted by Immunome have been and, if still pending, are being conducted in all material respects pursuant to all Applicable Laws and Authorizations. Immunome has not received any written notices or correspondence from any Governmental Authority requiring the termination or suspension of any clinical studies conducted by or on behalf of, or sponsored by, Immunome or in which Immunome or its current products or product candidates have participated.

Section 3.               Representations and Warranties of Zentalis

Except as otherwise specifically contemplated by this Agreement, Zentalis hereby represents and warrants as of the date hereof to Immunome that:

3.1            Authorization; Enforcement. Zentalis has the requisite corporate or other similar power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Zentalis has taken all necessary corporate or other similar action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement, this Agreement will constitute a valid and binding obligation of Zentalis enforceable against Zentalis in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws.

3.2            No Conflicts; Government Consents and Permits.

(a)            The execution, delivery and performance of this Agreement by Zentalis and the consummation by Zentalis of the transactions contemplated hereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of Zentalis’s Certificate of Incorporation, as amended, or Bylaws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture, or instrument to which Zentalis is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to Zentalis, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults, and violations as would not reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition, results of operations, or stockholders’ equity of Zentalis and its subsidiaries, taken as a whole.

(b)            Zentalis is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to purchase the Shares in accordance with the terms hereof other than such as have been made or obtained.

3.3            Investment Purpose. Zentalis is purchasing the Shares for its own account and not with a present view toward the public distribution thereof and has no arrangement or understanding with any other persons regarding the distribution of such Shares except as would not result in a violation of the Securities Act. Zentalis will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in accordance with the Securities Act and to the extent permitted by Section 5.1 and Section 5.2.

3.4            Reliance on Exemptions. Zentalis understands that Immunome intends for the Shares to be offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that Immunome is relying upon the truth and accuracy of, and Zentalis’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Zentalis set forth herein in order to determine the availability of such exemptions and the eligibility of Zentalis to acquire the Shares.

3.5            Accredited Investor; Access to Information. Zentalis is an “accredited investor” as defined in Regulation D under the Securities Act and is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the acquisition of the Shares. Zentalis has been furnished with, or otherwise had access to, materials relating to the offer and sale of the Shares, that have been requested by Zentalis, including, without limitation, Immunome’s public filings made available on the SEC’s electronic data gathering and retrieval system (EDGAR) as of the date hereof (the “SEC Documents”), and Zentalis has had the opportunity to review such materials. Zentalis has been afforded the opportunity to ask questions of Immunome. Neither such inquiries nor any other investigation conducted by or on behalf of Zentalis or its representatives or counsel will modify, amend or affect Zentalis’s right to rely on the truth, accuracy and completeness of the SEC Documents and Immunome’s representations and warranties contained in this Agreement.

3.6            Restricted Securities. Zentalis understands that the Shares will be characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Immunome in a private placement under Section 4(a)(2) of the Securities Act and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances.

Section 4.               Standstill Agreement.

4.1            Prior to the one-year anniversary of the Closing Date (the “Standstill Period”), Zentalis and its subsidiaries will not, directly or indirectly, except as expressly approved or invited by Immunome or otherwise expressly permitted pursuant to this Section 4;

(a)            effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or material assets of Immunome, (ii) any tender or exchange offer, merger, or other business combination involving Immunome, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Immunome, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of Immunome;

(b)            form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to any securities of Immunome;

(c)            otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of Immunome; or

(d)            take any action that would reasonably be expected to require Immunome to make a public announcement regarding any of the types of matters set forth in clause (a) above; or

(e)            enter into any discussions or arrangements with any person with respect to any of the foregoing.

4.2            Zentalis also agrees during the Standstill Period not to request Immunome (or its representatives), directly or indirectly, amend or waive any provision of this Section 4, other than by means of a confidential communication to Immunome’s Chairman of the Board or Chief Executive Officer. Zentalis represents and warrants that, as of the date hereof, neither Zentalis nor any of its subsidiaries owns, of record or beneficially, any voting securities of Immunome, or any securities convertible into or exercisable for any voting securities of Immunome.

4.3            Notwithstanding the provisions set forth in Sections 4.1 and 4.2 (the “Standstill Provisions”), Zentalis and its subsidiaries shall immediately, and without any other action by Immunome, be released from its obligations under the Standstill Provisions if at any time: (a) Immunome executes a definitive agreement with a third party providing for an acquisition (by way of merger, tender offer or otherwise), of more than 50% of Immunome’s outstanding Common Stock or all or substantially all of the consolidated assets of Immunome and its subsidiaries, then (in any of such cases), (b) a third party commences a tender offer seeking to acquire beneficial ownership of more than 50% of Immunome’s outstanding Common Stock and the Board recommends that the stockholders tender their Common Stock in such tender offer (with any acquisition described in (a) and (b) referred to as a “Change of Control Transaction”), or (c) Immunome waives any standstill or similar provision in any other agreement between Immunome and a third party for the explicit purpose of allowing the third party to engage in any Change of Control Transaction. None of (x) the ownership nor purchase by an employee benefit plan of Zentalis or Zentalis’s subsidiaries in any diversified index, mutual or pension fund managed by an independent advisor, which fund in-turn holds, directly or indirectly, securities of Immunome, or (y) transfers or resales of the Shares by Zentalis to any other person in compliance with Section 5, will be deemed to be a breach of Zentalis or its subsidiaries of the standstill obligations under this Section 4. For the avoidance of doubt and notwithstanding any other provision of this Agreement, this Section 4 will not preclude or prohibit the transfer of Shares by Zentalis to any third party or any discussions with any Person in connection with such transfer of Shares.

Section 5.                Transfer, Resale, Legends.

5.1            Transfer or Resale. Zentalis understands that:

(a)            other than as provided by Section 6 hereof, the Shares have not been and are not being registered under the Securities Act or any applicable state securities laws and, consequently, Zentalis may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act; (ii) Zentalis has delivered to Immunome an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;

(b)            any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder;

(c)            Immunome acknowledges and agrees that the combination of Zentalis’s acquisition of the Shares pursuant to this Agreement and its rights pursuant to the Purchase Agreement, taken alone and assuming no further acquisitions of Common Stock by Zentalis or any of its subsidiaries or other changes to the relationship of the Parties, does not result in Zentalis’s being an affiliate of Immunome for purposes of Rule 144; and

(d)            subject to receipt from Zentalis by Immunome and Immunome’s transfer agent (the “Transfer Agent”) of customary representations and other documentation reasonably acceptable to Immunome and the Transfer Agent in connection therewith, Immunome shall remove any legend from the book entry position evidencing the Shares issued hereunder and Immunome will, if required by the Transfer Agent, use its commercially reasonable efforts to cause an opinion of Immunome’s counsel be provided, in a form reasonably acceptable to the Transfer Agent to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, (1) following the time the Resale Registration Statement is declared effective, or (2) if such Shares have been sold pursuant to Rule 144 or any other applicable exemption from the registration requirements of the Securities Act. If restrictive legends are no longer required for such Shares pursuant to the foregoing, Immunome shall, in accordance with the provisions of this section and within two (2) Trading Days of any request therefor from Zentalis accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions to make a new, unlegended entry for such book entry Shares. Notwithstanding the foregoing, (X) Immunome shall not be obligated to remove or cause to be removed the Lock-up Legend from the Lock-up Shares prior to the expiration of the Lock-up Period, and (Y) promptly following the one-year anniversary of the Closing, Immunome shall remove any legend from the book entry position evidencing the Shares. Zentalis agrees with Immunome that Zentalis will only sell Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to the Resale Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 5.1(d) is predicated upon Immunome’s reliance upon this understanding.

5.2            Lock Up. Zentalis agrees that it will hold and will not sell greater than 50% of the Shares (the “Lock-up Shares”) (or otherwise make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of the Lock-up Shares) until the six-month anniversary of the Closing Date (the “Lock-up Period”). Notwithstanding the foregoing, this Section 5.2 will not preclude (i) distributions of Lock-up Shares to general or limited partners, members, shareholder, Affiliates or wholly-owned subsidiaries of Zentalis or any investment fund or other entity controlled or managed by Zentalis; provided, in each case, that following any such transfer such Lock-up Shares will remain subject to the provisions of this Section 5.2; or (ii) transfers pursuant to a bona fide third party tender offer for all outstanding shares of Common Stock, merger, consolidation or other similar transaction made to all holders of Immunome’s securities involving a change of control of Immunome (including the entering into any lock-up, voting or similar agreement pursuant to which Zentalis may agree to transfer, sell, tender or otherwise dispose of Lock-up Shares or other such securities in connection with such transaction, or vote any Lock-up Shares or other such securities in favor of any such transaction); provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-up Shares shall remain subject to the provisions of this Section 5.2. Following the expiration of the Lock-up Period, Immunome shall promptly remove, or cause to be removed, the Lock-up Legend from the Lock-up Shares.

5.3            Orderly Market. Zentalis agrees that for one year following the Closing Date (the “Orderly Trading Period”), for any transfer of Shares that exceeds 15% of the average daily trading volume of the Common Stock on Nasdaq over the five (5) Trading Day period ending on the Trading Day immediately prior to such trading date, to conduct such Share transfer as a block trade or other disposition through a market participant designated by Immunome. Notwithstanding the foregoing, this Section 5.3 will not preclude sales pursuant to a bona fide third party tender offer for all outstanding shares of Common Stock, merger, consolidation or other similar transaction made to all holders of Immunome’s securities involving a change of control of Immunome (including the entering into any lock-up, voting or similar agreement pursuant to which Zentalis may agree to transfer, sell, tender or otherwise dispose of Shares or other such securities in connection with such transaction, or vote any Shares or other such securities in favor of any such transaction).

5.4            Legends. Zentalis understands the Shares will bear the restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Shares):

THE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR A CERTIFICATE AND/OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Zentalis further understands the Lock-up Shares will also bear the restrictive legend in substantially the following form (the “Lock-up Legend”) (and a stop-transfer order may be placed against transfer of the Lock-up Shares):

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCK ISSUANCE AGREEMENT DATED OCTOBER 25, 2024, 2024 BETWEEN IMMUNOME, INC. AND ZENTALIS PHARMACEUTICALS, INC.

Immunome agrees to authorize and instruct the removal of any restrictive legend from the Shares in accordance with and subject to applicable securities law and the conditions set forth in Section 5.1(d).

Section 6.                Registration Rights.

6.1            Definitions. For the purpose of this Section 6:

(a)            the term “Resale Registration Statement” shall mean any registration statement required to be filed by Section 6.2 below, and shall include any preliminary prospectus, final prospectus, exhibit or amendment included in or relating to such registration statements; and

(b)            the term “Registrable Shares” means the Shares; provided, however, that a security shall cease to be a Registrable Share upon the earliest to occur of the following: (i) a Resale Registration Statement registering such security under the Securities Act has been declared or becomes effective and such security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Resale Registration Statement, (ii) such security is sold pursuant to Rule 144 under circumstances in which any legend borne by such security relating to restrictions on transferability thereof, under the Security Act or otherwise, is removed by Immunome, (iii) the first date such security is eligible to be sold pursuant to Rule 144 without any limitation as to volume of sales, holding period and without the holder complying with any method of sale requirements or notice requirements under Rule 144, or (iv) such security shall cease to be outstanding following its issuance. Notwithstanding the foregoing, no Shares shall be Registrable Shares following the three-year anniversary of the date the Mandatory Registration Statement is declared effective.

6.2            Registration Procedures. Immunome shall:

(a)            use its commercially reasonable efforts to file a Resale Registration Statement (the “Mandatory Registration Statement”) with the SEC within 30 days following the Closing Date (the “Filing Date”) to register all of the Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) (which, for the avoidance of doubt, if Immunome is then-eligible to make such a filing, shall be filed as an “automatic shelf registration statement” (as such term is defined under SEC Rule 405) or, if Immunome is not then eligible to use Form S-3, Form S-1); provided, that Immunome’s obligation to file a Resale Registration Statement (including the Mandatory Registration Statement) is contingent upon Zentalis furnishing in writing to Immunome such information regarding Zentalis, the securities of Immunome held by Zentalis and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by Immunome to effect the registration of such Shares in compliance with applicable securities laws and which information shall be requested by Immunome from Zentalis at least five (5) Trading Days prior to the anticipated filing date of the Resale Registration Statement; provided, further, notwithstanding the foregoing, in lieu of filing the Mandatory Registration Statement, Immunome shall be permitted to file (in its sole discretion), within 30 days following the Closing Date (i) a prospectus supplement pursuant to Rule 424(b)(7) (the “Resale Prospectus Supplement”) under the Securities Act to that certain prospectus, dated February 13, 2024, filed as part of the registration statement on Form S-3 (File No. 333-277036) of which the Resale Prospectus Supplement forms a part (the “Existing Registration Statement”), or (ii) file a post-effective amendment to the Existing Registration Statement pursuant to Rule 462 under the Securities Act, in each case, to register all of the Registrable Shares under SEC Rule 415. In the case of clause (i) above, upon the filing of the Resale Prospectus Supplement, or in the cause of clause (ii) above, upon the filing of the post-effective amendment, the Existing Registration Statement shall constitute the Mandatory Registration Statement and a Resale Registration Statement pursuant to the Stock Issuance Agreement and in each case shall be subject to the covenants set forth therein.

(b)            solely to the extent Immunome is not then-eligible file an automatic shelf registration statement (which shall become automatically effective upon its filing), use its commercially reasonable efforts to promptly cause such Mandatory Registration Statement to be declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days after the filing thereof in the event the SEC reviews and has written comments to the Resale Registration Statement and (ii) the fifth (5^th) Trading Day after the date Immunome is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Registration Statement will not be “reviewed” or will not be subject to further review (the earlier of (i) and (ii), the “Effectiveness Deadline”); provided, that if such deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next Trading Day;

(c)            not less than two (2) Trading Days prior to the filing of a Resale Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via email to Zentalis copies of all such documents proposed to be filed (other than any document that is incorporated or deemed to be incorporated by reference therein) for review by Zentalis. Immunome shall reflect in each such document when so filed with the SEC such comments regarding Zentalis and the plan of distribution as Zentalis may reasonably and promptly propose no later than two (2) Trading Days after Zentalis has been so furnished with copies of such documents as aforesaid;

(d)            promptly prepare and file with the SEC such amendments and supplements to such Resale Registration Statements and the prospectus used in connection therewith as shall be necessary to keep such Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein for so long as such Shares remain Registrable Shares, subject to Immunome’s right to suspend pursuant to Section 6.4;

(e)            furnish to Zentalis such number of copies of prospectuses in conformity with the requirements of the Securities Act as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by Zentalis;

(f)            upon notification by the SEC that that the Resale Registration Statement has been declared effective by the SEC, Immunome shall, if required, file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424;

(g)            for so long as the Shares remain Registrable Shares, advise Zentalis:

(i)            within one (1) Trading Day of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto;

(ii)            within five (5) Trading Days of any request by the SEC for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto;

(iii)            within one (1) Trading Day of the issuance by the SEC of any stop order suspending the effectiveness of the Resale Registration Statement or the initiation of any proceedings for such purpose;

(iv)            within one (1) Trading Day of the suspension of the qualification of the Registrable Shares for sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and

(v)            within one (1) Trading Day of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading;

(h)            cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by Immunome are then listed; and

(i)            bear all expenses in connection with the procedures in paragraphs (a) through (i) of this Section 6.2 and the registration of the Registrable Shares on such Resale Registration Statement.

6.3            Rule 415; Cutback. If the SEC prevents Immunome from including any or all of the Registrable Shares in a Resale Registration Statement due to limitations on the use of Rule 415 under the Securities Act or requires Zentalis to be named as an “underwriter,” Immunome shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Resale Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that Zentalis is not an “underwriter.” In the event that, despite Immunome’s commercially reasonable efforts and compliance with the terms of this Section 6.3, the SEC refuses to alter its position, Immunome shall (i) remove from the Resale Registration Statement such portion of the Registrable Shares (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Shares as the SEC may require to assure Immunome’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that Immunome shall not agree to name Zentalis as an “underwriter” in such Registration Statement without the prior written consent of Zentalis. Zentalis acknowledges that it shall not have suffered any Losses (as defined below) as to any Cut Back Shares until the date that is five (5) Trading Days following the date that Immunome is eligible to bring effective the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 6 shall again be applicable to such Cut Back Shares; provided, however, that the Filing Deadline for the Resale Registration Statement including such Cut Back Shares shall be ten (10) Trading Days after such Restriction Termination Date, and Immunome shall use commercially reasonable efforts to cause such Resale Registration Statement to become effective as promptly as practicable.

6.4            Indemnification.

(a)            Immunome agrees to indemnify and hold harmless Zentalis and its affiliates, partners, members, officers, directors, agents and representatives (each, a “Zentalis Party” and collectively the “Zentalis Parties”), to the fullest extent permitted by applicable Law, from and against any losses, claims, damages or liabilities (collectively, “Losses”) to which they may become subject (under the Securities Act or otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by Immunome or any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or arise out of any failure by Immunome to fulfill any undertaking included in the Resale Registration Statement and Immunome will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that Immunome shall not be liable in any such case to the extent that such Loss arises out of, or is based upon: (i) an untrue statement or omission or alleged untrue statement or omission made in such Resale Registration Statement based on written information furnished to Immunome by or on behalf of Zentalis specifically for use in preparation of the Resale Registration Statement; or (ii) any breach of Section 6 of this Agreement by Zentalis; provided further, however, that Immunome shall not be liable to any Zentalis Party (or any partner, member, officer, director or controlling Person of Zentalis) to the extent that any such Loss is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) Zentalis failed to send or deliver a copy of the final prospectus with or prior to, or such Zentalis failed to confirm that a final prospectus was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by Zentalis to the Person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or omission, (ii) (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of Immunome with copies of the prospectus as so amended or supplemented or notified by Immunome that such amended or supplemented prospectus has been filed with the SEC, in accordance with Rule 172 of the Securities Act, Zentalis thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to or Zentalis fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by Zentalis to the Person asserting the claim from which such Loss resulted or (iii) Zentalis sold Registrable Shares in violation of its covenants contained in Section 3 of this Agreement.

(b)            Zentalis agrees to indemnify and hold harmless Immunome and its officers, directors, affiliates, agents and representatives (each a “Company Party” and collectively the “Company Parties”), from and against any Losses to which the Company Parties may become subject (under the Securities Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by Zentalis or untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading), but only to the extent such untrue statement or omission or alleged untrue statement or omission was made based on written information furnished by or on behalf of Zentalis specifically for use in preparation of the Resale Registration Statement, and Zentalis will reimburse each Company Party for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 6.4(b) be greater in amount than the dollar amount of the net proceeds received by Zentalis upon its sale of the Registrable Shares included in the Resale Registration Statement giving rise to such indemnification obligation (such amount, the “Liability Cap”).

(c)            Promptly after receipt by any indemnified Person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying Person pursuant to this Section 6.4, such indemnified Person shall notify the indemnifying Person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified Person and such indemnifying Person shall have been notified thereof, such indemnifying Person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified Person. After notice from the indemnifying Person to such indemnified Person of its election to assume the defense thereof, such indemnifying Person shall not be liable to such indemnified Person for any legal expenses subsequently incurred by such indemnified Person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, based on the opinion of counsel, for the same counsel to represent both the indemnified Person and such indemnifying Person or any affiliate or associate thereof, the indemnified Person shall be entitled to retain its own counsel at the expense of such indemnifying Person; provided, further, that no indemnifying Person shall be responsible for the fees and expense of more than one separate counsel for all indemnified parties. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that no consent shall be required if such settlement contains an unconditional release of the indemnified party from all liability arising out of such action or claim and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d)            If the indemnification provided for in this Section 6.4 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable Law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other, as well as any other relevant equitable considerations; provided, that in no event shall any contribution by Zentalis hereunder be greater than the Liability Cap.

6.5            Prospectus Suspension. Zentalis acknowledges that there may be times when Immunome must suspend the use of the prospectus forming a part of the Resale Registration Statement until such time as an amendment to the Resale Registration Statement has been filed by Immunome and declared effective by the SEC, or until such time as Immunome has filed an appropriate report with the SEC pursuant to the Exchange Act. Zentalis hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which Immunome gives Zentalis notice of the suspension of the use of said prospectus and ending at the time Immunome gives Zentalis notice that Zentalis may thereafter effect sales pursuant to said prospectus; provided, (i) that such suspension periods shall in no event exceed (A) on more than three occasions, a period of more than thirty (30) consecutive Trading Days or (B) more than an aggregate total of sixty (60) Trading Days, in each case in any 360-day period, and (ii) the Board has reasonably determined that, in order for such Resale Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly or annual report under the Exchange Act.

6.6            Reporting Requirements.

(a)            With a view to making available the benefits of certain rules and regulations of the SEC that may at any time permit the sale of the Shares to the public without registration or pursuant to a registration statement so long as Zentalis owns Shares, Immunome agrees to use commercially reasonable efforts to:

(i)            make and keep public information available, as those terms are understood and defined in Rule 144; and

(ii)            file with the SEC in a timely manner all reports and other documents required of Immunome under the Securities Act and the Exchange Act.

Section 7.                Conditions to Closing

7.1            Conditions to Obligations of Immunome. Immunome’s obligation to complete the issuance of the Shares and deliver the Shares to Zentalis is subject to the fulfillment or waiver of the following conditions at or prior to the Closing:

(a)            Representations and Warranties. The representations and warranties made by Zentalis in Section 3 will be true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties will be true and correct in all material respects as of such other date, except in each case where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” set forth therein) would not reasonably be expected to have a material adverse effect on Zentalis’s ability to perform its obligations hereunder or consummate the transactions contemplated hereby.

(b)            Covenants. All covenants and agreements contained in this Agreement to be performed or complied with by Zentalis on or prior to the Closing Date shall have been performed or complied with in all material respects.

(c)            Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, will have been instituted or be pending before any Governmental Authority.

(d)            Purchase Agreement. Zentalis shall have duly executed and delivered the Purchase Agreement and any ancillary agreements contemplated thereby that are required to be executed by Zentalis to Immunome, and subject to execution by Immunome, such agreements shall be in full force and effect.

(e)            Nasdaq Qualification. Nasdaq shall have raised no objection to the consummation of the transactions contemplated by this Agreement in the absence of stockholder approval of such transactions.

(f)            No Governmental Prohibition. The issuance of the Shares by Immunome, and the acquisition of the Shares by Zentalis will not be prohibited by any applicable Law or governmental order or regulation.

(g)            Officers’ Certificate. Zentalis shall have delivered to Immunome a certificate in form and substance reasonably satisfactory to Immunome and duly executed on behalf of Zentalis by an authorized officer of Zentalis, certifying that the conditions to the Closing set forth in this Section 7.1 (other than with respect to clause (e) of this Section 7.1) have been fulfilled.

7.2            Conditions to Zentalis’s Obligations at the Closing. Zentalis’s obligation to complete the acquisition of the Shares is subject to the fulfillment or waiver of the following conditions at or prior to the Closing:

(a)            Representations and Warranties. The representations and warranties made by Immunome in Section 2 will be true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties will be true and correct in all material respects as of such other date, except in each case where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” set forth therein) would not reasonably be expected to have a Material Adverse Effect on Immunome’s ability to perform its obligations hereunder or consummate the transactions contemplated hereby.

(b)            Covenants. All covenants and agreements contained in this Agreement to be performed or complied with by Immunome on or prior to the Closing Date shall have been performed or complied with in all material respects.

(c)            Transfer Agent Instructions. Immunome will have delivered to its transfer agent irrevocable written instructions to issue the Shares to Zentalis in a form and substance acceptable to such transfer agent.

(d)            Nasdaq Qualification. Prior to the Closing Date, Immunome shall have taken all actions which are reasonably necessary, including, if applicable, providing appropriate notice to Nasdaq of the transactions contemplated by this Agreement, for the Shares to be listed on Nasdaq and shall have complied with all listing, reporting, filing and other obligations under the rules of Nasdaq and of the SEC with respect to the matters contemplated by this Agreement, and Nasdaq shall have raised no objection to the consummation of the transactions contemplated by this Agreement in the absence of stockholder approval of such transactions. The Common Stock shall not have been suspended, as of the Closing Date, by the SEC or Nasdaq from trading on Nasdaq nor shall any such suspension by the SEC or Nasdaq have been threatened, as of the Closing Date, in writing by the SEC or Nasdaq.

(e)            Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, will have been instituted or be pending before any Governmental Authority.

(f)            Purchase Agreement. Immunome shall have duly executed and delivered the Purchase Agreement and any ancillary agreements contemplated thereby that are required to be executed by Immunome to Zentalis, and subject to execution by Zentalis, such agreements shall be in full force and effect.

(g)            No Governmental Prohibition. The issuance of the Shares by Immunome, and the acquisition of the Shares by Zentalis will not be prohibited by any applicable Law or governmental order or regulation.

(h)            Officers’ Certificate. Immunome shall have delivered to Zentalis a certificate in form and substance reasonably satisfactory to Zentalis and duly executed on behalf of Immunome by an authorized officer of Immunome, certifying that the conditions to the Closing set forth in this Section 7.2 have been fulfilled.

Section 8.                Governing Law; Miscellaneous.

8.1            Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced under the substantive laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise make this Agreement subject to the substantive law of another jurisdiction. Immunome and Zentalis each hereby irrevocably: (i) consents to submit itself in any suit, action or proceeding arising out of or related to this Agreement to the exclusive personal jurisdiction of the courts of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in Delaware); (ii) agrees that it will not attempt to defeat or deny such personal jurisdiction by motion or other request for leave from such court; and (iii) agrees that it will not bring any action arising out of or related to this Agreement in any court other than any such court.

8.2            Waiver of Jury Trial. EACH OF IMMUNOME AND ZENTALIS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF IMMUNOME AND ZENTALIS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

8.3            Survival. The provisions of Section 6 and the representations and warranties of Immunome and Zentalis contained in this Agreement shall survive the Closing and delivery of the Shares.

8.4            Counterparts; Signatures. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. This Agreement may be executed by an electronic scan delivered by electronic mail.

8.5            Headings. The headings of this Agreement are for convenience of reference only, are not part of this Agreement and do not affect its interpretation.

8.6            Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. In the event of such invalidity, the Parties will seek to agree on an alternative enforceable provision that preserves the original purpose of this Agreement.

8.7            Entire Agreement. This Agreement, together with the Purchase Agreement and the Disclosure Schedules thereto, Related Agreements, and all Exhibits and Schedules attached hereto and thereto constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect. If the final determination of any arbitration process or final judgment of a court of competent jurisdiction, in each case, to the extent in accordance with the terms of this Agreement, declares that any term or provision hereof is invalid or unenforceable, the arbitrators or court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

8.8            Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) upon transmission, if sent by electronic transmission (in each case with receipt verified by electronic confirmation) or (c) one (1) Business Day after being sent by courier or express delivery service, provided that in each case the notice or other communication is sent to the address set forth beneath the name of such Party below (or to such other address as such Party shall have specified in a written notice given to the other Parties hereto):

If to Immunome, addressed to:                             Immunome, Inc.

18702 N. Creek Parkway, Suite 100

Bothel, Washington 98011

Attention: Sandra Stoneman

E-mail: [***]

with a copy:                                                                 Cooley LLP

10265 Science Center Drive

San Diego, CA 92121-1117

Attention: Tom Coll; Barbara Borden

E-mail: [***]

If to Zentalis, addressed to:                                   Zentalis Pharmaceuticals, Inc.

10275 Science Center Drive, Suite 200

San Diego, CA 92121

Attention: Andrea Paul, Chief Legal Officer
E-mail: [***]

with a copy to:                                                            Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attention: Nathan Ajiashvili; Salvatore Vanchieri

E-mail: [***]

8.9            Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties and their successors and assigns. Immunome will not assign this Agreement or any rights or obligations hereunder without the prior written consent of Zentalis, and Zentalis will not assign this Agreement or any rights or obligations hereunder without the prior written consent of Immunome; provided, however, that Zentalis may assign this Agreement together with all of the Shares it then owns (subject to Section 4 and Section 5) to any wholly-owned subsidiary and any such assignee may assign the Agreement together with all of the Shares it then owns (subject to Section 4 and Section 5) to Zentalis or any other subsidiary wholly-owned by Zentalis, in any such case, without such consent provided that the assignee agrees to assume Zentalis’s obligations under Section 4 and Section 5 of this Agreement.

8.10            Third Party Beneficiaries. This Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties and their respective successors and permitted assigns and nothing herein, whether express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.11            Further Assurances. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

8.12            Headings; Interpretation. The headings in this Agreement are intended solely for convenience of reference and will be given no effect in the construction or interpretation of this Agreement. Unless the context otherwise requires, the singular includes the plural, and the plural includes the singular. Whenever the words “include”, “includes”, or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”. Unless otherwise specified, references in this Agreement to any Article shall include all Sections, subsections, and paragraphs in such Article, references to any Section shall include all subsections and paragraphs in such Section, and references in this Agreement to any subsection shall include all paragraphs in such subsection. The word “or” means “and/or” unless the context dictates otherwise because the subjects of the conjunction are mutually exclusive. The words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. All references to days in this Agreement mean calendar days, unless otherwise specified. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against either Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. All references herein to “immediately available funds” or “$” shall be deemed to be references to the lawful money of the United States. Unless the context otherwise requires, references herein to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

8.13            Specific Performance. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the following sentence, the Parties acknowledge and agree that (a) the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 8.1 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific performance is an integral part of this Agreement and without that right, neither the Immunome nor Zentalis would have entered into this Agreement. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other Party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 8.13 shall not be required to provide any bond or other security in connection with any such order or injunction.

8.14            Amendments and Waivers. This Agreement may not be amended or modified, nor may compliance with any condition or covenant set forth herein be waived, except by a writing duly and validly executed by Immunome and Zentalis or, in the case of a waiver, the Party waiving compliance. Except as specifically set forth herein to the contrary, no delay or omission by either Party in exercising any right or power occurring upon any noncompliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by one Party of any of the covenants, conditions or agreements to be performed by the other Party shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained.

8.15            Expenses. Except as otherwise expressly provided in this Agreement and the Purchase Agreement, whether or not the Transactions are consummated, each Party hereto will pay its own costs and expenses incurred incident to its negotiation and preparation of this Agreement, the Purchase Agreement and the Related Agreements and to its performance and compliance with all agreements and conditions contained herein and therein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants.

8.16            Non-Reliance. Each of the Parties agrees and acknowledges that, except for the representations and warranties made by the other Party and expressly set forth in Section 2 or Section 3, as applicable, neither Party provides any warranties, whether written or oral, express or implied, under this Agreement, and each Party hereby disclaims all other warranties, whether written or oral, express and implied, including the implied warranties of merchantability, fitness for a particular purpose and freedom from infringement of third-party rights. Each of the Parties further agrees and acknowledges that, except for the representations and warranties made by the other Party and expressly set forth in Section 2 or Section 3, as applicable, none of such other Party or its Affiliates, or any of their respective representatives, or any other Person, has made or is making, and such Party has not relied upon and is not relying upon, any other representations and warranties, including any projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing) by the other Party, its Affiliates or any of their respective representatives.

[Remainder of page intentionally left blank.]

In Witness Whereof, Zentalis and Immunome have caused this Agreement to be duly executed as of the date first above written.

	Zentalis Pharmaceuticals, Inc.

	By:	/s/ Kimberly Blackwell
	Name:	Kimberly Blackwell
	Its:	Chief Executive Officer

	Immunome, Inc.

	By:	/s/ Clay Siegall
	Name:	Clay Siegall, Ph.D.
	Its:	Chief Executive Officer

[Signature page to Stock Issuance Agreement]

Appendix 1

Defined Terms

“Affiliate” of an entity means any corporation, firm, partnership or other entity that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with it, for so long as such control exists. An entity will be deemed to control another entity if it (i) owns, directly or indirectly, at least 50% of the outstanding voting securities or capital stock (or such lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of such other entity, or has other comparable ownership interest with respect to any entity other than a corporation; or (ii) has the power, whether pursuant to contract, ownership of securities or otherwise, to direct the management and policies of the entity.

“Board” means the board of directors of Immunome.

“Closing Date” means the date on which the Closing actually occurs.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

“GAAP” means generally accepted accounting principles and practices in effect from time to time within the United States applied consistently throughout the period involved.

“Governmental Authority” means any Federal, state, provincial, local, municipal, foreign or other governmental or quasi-governmental authority, including without limitation any arbitrator and applicable securities exchanges, or any department, minister, agency, commission, commissioner, board, subdivision, bureau, agency, instrumentality, court or other tribunal of any of the foregoing.

“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, software, databases, and mask works; (b) trademarks, service marks, trade dress, logos, trade names and other source identifiers, domain names and URLs and similar rights and any goodwill associated therewith; (c) rights associated with trade secrets, know how, inventions, invention disclosures, methods, processes, protocols, specifications, techniques and other forms of technology; (d) patents and industrial property rights; and (e) other similar proprietary rights in intellectual property of every kind and nature; (f) rights of privacy and publicity; and (g) all registrations, renewals, extensions, statutory invention registrations, provisionals, continuations, continuations-in-part, divisions, or reissues of, and applications for, any of the rights referred to in clauses (a) through (f) above (whether or not in tangible form and including all tangible embodiments of any of the foregoing, such as samples, studies and summaries), along with all rights to prosecute and perfect the same through administrative prosecution, registration, recordation or other administrative proceeding, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing.

“Law” means any federal, state, national, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Authority (including under the authority of Nasdaq or the Financial Industry Regulatory Authority).

“Nasdaq” means The Nasdaq Capital Market.

“Person” means an individual, firm, corporation (including any non-profit corporation), partnership, limited liability company, joint venture, association, trust, Governmental Authority or other entity or organization

“Preferred Stock” means shares of Immunome’s preferred stock, par value $0.0001 per share.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the United States Securities and Exchange Commission or any successor entity.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

“Tax” means any federal, state, local, foreign or other tax, including any income, capital gain, gross receipts, capital stock, profits, transfer, estimated, registration, stamp, premium, escheat, unclaimed property, customs duty, ad valorem, occupancy, occupation, alternative, add-on, windfall profits, value added, severance, property, business, production, sales, use, license, excise, franchise, employment, payroll, social security, disability, unemployment, workers’ compensation, national health insurance, withholding or other taxes, duties, fees, assessments or governmental charges, surtaxes or deficiencies thereof in the nature of a tax, however denominated, and including any fine, penalty, addition to tax or interest imposed by a Governmental Authority with respect thereto.

“Tax Return” means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating to any Tax.

“Trading Day” means any day on which the primary market on which shares of Common Stock are listed is open for trading.

Cover	Oct. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 25, 2024
Entity File Number	001-39580
Entity Registrant Name	Immunome Inc.
Entity Central Index Key	0001472012
Entity Tax Identification Number	77-0694340
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	18702 N. Creek Parkway, Suite 100
Entity Address, City or Town	Bothell
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98011
City Area Code	425
Local Phone Number	939-7410
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	IMNM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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