REPARE THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • July 2nd, 2021 • Repare Therapeutics Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among REPARE THERAPEUTICS INC., a corporation existing under the laws of the province of Québec (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
REPARE THERAPEUTICS INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED SHARE WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • July 2nd, 2021 • Repare Therapeutics Inc. • Pharmaceutical preparations • New York
THIS PREFERRED SHARE WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REPARE THERAPEUTICS INC., a corporation existing under the laws of the province of Québec (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
●] Shares REPARE THERAPEUTICS INC. COMMON SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations • New York
REPARE THERAPEUTICS INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • July 2nd, 2021 • Repare Therapeutics Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REPARE THERAPEUTICS INC., a corporation organized under the laws of the province of Québec (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
4,000,000 Shares REPARE THERAPEUTICS INC. COMMON SHARES (NO PAR VALUE) UNDERWRITING AGREEMENTRepare Therapeutics Inc. • November 1st, 2021 • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2022 • Repare Therapeutics Inc. • Pharmaceutical preparations • Quebec
This Employment Agreement (the “Agreement”) is entered into as of June 12, 2020, by and between Steve Forte (the “Executive”) and Repare Therapeutics Inc. (the “Company”).
ContractDirector and Officer Indemnification Agreement • June 15th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations • Quebec
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (the “Agreement”) dated [ ], between Repare Therapeutics Inc. (the “Corporation”), a corporation continued under the Business Corporations Act (Quebec) and [ ] (the “Indemnified Party” and, together with the Corporation, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is entered into as of June 12, 2020, by and between Maria Koehler (the “Executive”) and Repare Therapeutics USA Inc. (the “Company”).
SUMMARY OF BASIC LEASE PROVISIONSLease Agreement • May 29th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations
CIG III TECHNOPARC NOMINEE INC., a company duly incorporated according to law and herein represented by ______________ duly authorized;
RESEARCH SERVICES, LICENSE AND COLLABORATION AGREEMENT by and between REPARE THERAPEUTICS, INC. and ONO PHARMACEUTICAL CO., LTD. January 31, 2019Research Services, License and Collaboration Agreement • May 29th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations • New York
THIS RESEARCH SERVICES, LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), is made and entered into as of January 31, 2019 (the “Effective Date”) by and between Repare Therapeutics, Inc., a corporation organized and existing under the laws of Canada and having its principal place of business at 7210 Frederick-Banting, St-Laurent, Quebec, H4S 2A1, Canada (“Repare”), and Ono Pharmaceutical Co., Ltd., a corporation organized and existing under the laws of Japan and having an address of 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka 541-8564, Japan (“Ono”).
LEASE AGREEMENTLease Agreement • June 15th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations
BY AND BETWEEN: NEOMED INSTITUTE, a corporation governed by the Canada Not-for-profit Corporations Act, having its principal place of business at 7171, Frederick-Banting Street, Saint-Laurent, Province of Québec, H4S 1Z9;
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • May 29th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”), made as of July 9th, 2018, and effective as of the Effective Date (as hereinafter defined) is by and between:
RREEF AMERICA REIT II CORP. PPP,Lease • August 12th, 2021 • Repare Therapeutics Inc. • Pharmaceutical preparations
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Building is located on the Lot legally described on Exhibit A-2. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
AGREEMENT OF LEASEAgreement of Lease • February 28th, 2023 • Repare Therapeutics Inc. • Pharmaceutical preparations • Quebec
BY AND BETWEEN: NEOMED INSTITUTE, a corporation governed by the Canada Not-for-profit Corporations Act, having its principal place of business at 7171, Frederick-Banting, City of Montreal, Province of Quebec, H4S 1Z9, herein acting and represented by Matthew Carlyle, CFO, duly authorized as he so declares;
SECOND AMENDMENT TO RESEARCH SERVICES, LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • February 28th, 2023 • Repare Therapeutics Inc. • Pharmaceutical preparations
This Second Amendment to Research Services, License and Collaboration Agreement (this “Second Amendment”) is entered into as of January 31, 2023 (the “Second Amendment Effective Date”) by and between Repare Therapeutics, Inc., a corporation organized and existing under the laws of Canada and having its principal place of business at 7210 Frederick-Banting, St-Laurent, Quebec, H4S 2A1, Canada (“Repare”) and Ono Pharmaceutical Co., Ltd., a corporation organized and existing under the laws of Japan and having an address of 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka 541-8564, Japan (“Ono”). Repare and Ono may each be referred to herein as a “Party” or collectively as the “Parties.”
ContractRepare Therapeutics Inc. • May 9th, 2023 • Pharmaceutical preparations
[***] Certain schedules and exhibits to this exhibit 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 SEC upon request.
FIFTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 7th, 2024 • Repare Therapeutics Inc. • Pharmaceutical preparations
This Fifth Amendment to Collaboration and License Agreement (this “Fifth Amendment”) is entered into as of March 14, 2024 (the “Fifth Amendment Effective Date”) by and between Repare Therapeutics Inc., a Canadian corporation with offices at 7210 Frederick-Banting, Suite 100, St. Laurent, Quebec, Canada H4S 2A1 (“Repare Inc.”) and Repare Therapeutics USA, Inc., a Delaware corporation with offices at 101 Main Street, Suite 1650, Cambridge, Massachusetts 02142 (“Repare USA” and, together with Repare Inc., “Repare”), on the one hand, and Bristol-Myers Squibb Company, a Delaware corporation with offices at 430 E. 29th Street, 14th Floor, New York, New York 10016 (“BMS”), on the other hand. BMS and Repare are each referred to herein by name or as a “Party”, or, collectively, as the “Parties.”
COMMENCEMENT DATE MEMORANDUMRepare Therapeutics Inc. • March 1st, 2022 • Pharmaceutical preparations
THIS MEMORANDUM, made as of February 25, 2021, by and between RREEF AMERICA REIT II CORP. PPP, a Maryland corporation (“Landlord”) and REPARE THERAPEUTICS USA, INC, a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 13th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations
This First Amendment to Collaboration and License Agreement (this “First Amendment”) is entered into as of July 22nd, 2020 (the “First Amendment Effective Date”) by and between Repare Therapeutics Inc., a Canadian corporation with offices at 7210 Frederick- Banting, Suite 100, St. Laurent, Quebec, Canada H4S 2A1 (“Repare Inc.”) and Repare Therapeutics USA, Inc., a Delaware corporation with offices at One Broadway, 15th Floor, Cambridge, Massachusetts 02142 (“Repare USA” and, together with Repare Inc., “Repare”), on the one hand, and Bristol-Myers Squibb Company, a Delaware corporation with offices at 430 E. 29th Street, 14th Floor, New York, New York 10016 (“BMS”), on the other hand. BMS and Repare are each referred to herein by name or as a “Party”, or, collectively, as the “Parties.”
FIFTH (5TH) AMENDMENT TO LEASE AGREEMENT THIS FIFTH AMENDMENT TO LEASE AGREEMENT made this January-17-2022 BETWEEN: THE MANUFACTURERS LIFE INSURANCE COMPANY (hereinafter called the "Landlord") OF THE FIRST PART, AND REPARE THERAPEUTICS INC....Lease Agreement • March 1st, 2022 • Repare Therapeutics Inc. • Pharmaceutical preparations
WHEREAS pursuant to a Lease dated the 15th day of May, 2014 (the "Original Lease") between CIG III Technoparc Nominee Inc. (the "Prior Landlord") and Pharmascience Inc. (the "Prior Tenant"), as amended by a First Amendment to Lease Agreement dated the 24th day of November, 2016 (the "First Amendment"), the Prior Tenant leased certain premises located respectively on the ground floor of the building bearing civic address 7210 Frederick-Banting, in the City of Montreal (borough of Saint-Laurent), Province of Quebec (the "Building") comprising a Rentable Area of Nine Thousand Forty-Five (9,045) square feet and more particularly described in the Original Lease (the "Leased Premises"), for a term expiring on the 31st day of July, 2021 (the "Term"), unless otherwise terminated, the whole subject to and in accordance with the terms and conditions of the Lease;
LEASE AMENDMENT AGREEMENT dated June 11th, 2020.Agreement • November 12th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations
BY AND BETWEEN : NEOMED INSTITUTE, a corporation governed by the Canada Not-for-profit Corporations Act, having its principal place of business at 7171, Frederick-Banting Street, Saint-Laurent, Province of Québec, H4S 1Z9;
ASSIGNMENT OF LEASE AGREEMENT ENTERED INTO IN MONTREAL, THIS 7th DAY OF June 2017Assignment of Lease Agreement • April 6th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations
ADDENDUM TO THE LEASE AGREEMENT SIGNED ON JUNE 1st, 2021The Lease Agreement • August 12th, 2021 • Repare Therapeutics Inc. • Pharmaceutical preparations
FOURTH (4TH) AMENDMENT TO LEASE AGREEMENTLease Agreement • August 12th, 2021 • Repare Therapeutics Inc. • Pharmaceutical preparations
WHEREAS pursuant to a Lease dated the 15th day of May, 2014 (the "Original Lease") between CIG III Technoparc Nominee Inc. (the "Prior Landlord") and Pharmascience Inc. (the "Prior Tenant"), as amended by a First Amendment to Lease Agreement dated the 24th day of November, 2016 (the "First Amendment"), the Prior Tenant leased certain premises located respectively on the ground floor of the building bearing civic address 7210 Frederick-Banting, in the City of Montreal (borough of Saint-Laurent), Province of Quebec (the "Building") comprising a Rentable Area of Nine Thousand Forty-Five (9,045) square feet and more particularly described in the Original Lease (the "Leased Premises"), for a term expiring on the 31st day of July, 2021 (the "Term"), unless otherwise terminated, the whole subject to and in accordance with the terms and conditions of the Lease;
LEASE AMENDMENT AGREEMENT dated effective June 1, 2021.Lease Amendment Agreement • August 12th, 2021 • Repare Therapeutics Inc. • Pharmaceutical preparations
BY AND BETWEEN : NEOMED INSTITUTE, a corporation governed by the Canada Not-for-profit Corporations Act, having its principal place of business at 7171, Frederick-Banting Street, Saint-Laurent, Province of Québec, H4S 1Z9;
ContractWarrant Agreement • May 29th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations • Quebec
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN QUALIFIED FOR DISTRIBUTION UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION OR REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, DISTRIBUTED, OFFERED FOR SALE, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) IN CANADA, A RECEIPT FOR A FINAL PROSPECTUS QUALIFYING SUCH TRANSACTION HAS BEEN OBTAINED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION OR A PROSPECTUS EXEMPTION QUALIFYING SUCH TRANSACTION IS AVAILABLE UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, OR (B) IN THE UNITED STATES, THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT COVERING SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT.
REPARE THERAPEUTICS INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT September 3, 2019Registration Rights Agreement • April 6th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations • Ontario
Each of the Persons listed on Schedule A (the “Class A Investors”) and Schedule B (the “Class B Investors”) and any Person who becomes a party pursuant to Section 7.7 (collectively, the “Investors” and individually, an “Investor”)
PRIVATE AND CONFIDENTIAL October 21, 2019 Katina Dorton [ADDRESS] Dear Katina:Independent Contractor Agreement • May 12th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
In accordance with our conversation on October 8, 2019, this letter (“Separation Agreement”) will confirm the decision of Repare Therapeutics USA Inc. (the “Company”) to terminate your employment effective October 10, 2019 (the “Separation Date”) and replaces the letter provided to you on October 8, 2019. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such term in your employment agreement with the Company dated March 25, 2019 (the “Employment Agreement”).
Amendment to Employment AgreementEmployment Agreement • August 9th, 2023 • Repare Therapeutics Inc. • Pharmaceutical preparations
This Amendment to the Employment Agreement (the “Amendment”) is entered into as of July 13, 2023 (the “Effective Date”), by and between [___](the “Executive”) and [Repare Therapeutics Inc.] [Repare Therapeutics USA Inc.] (the “Company”).
LEASE AMENDING AGREEMENTLease Amending Agreement • February 28th, 2023 • Repare Therapeutics Inc. • Pharmaceutical preparations
Not-for-profit Corporations Act, having its principal place of business at 7171, Frederick-Banting, City of Montreal, Province of Quebec, H4S 1Z9, herein acting and represented by Matthew Carlyle, Chief Financial Officer, duly authorized as he so declares;
COLLABORATION AND LICENSE AGREEMENT by and between REPARE THERAPEUTICS INC. and REPARE THERAPEUTICS USA, INC., on the one hand, and BRISTOL-MYERS SQUIBB COMPANY, on the other hand Dated as of May 26, 2020Collaboration and License Agreement • May 29th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”) is entered into as of May 26, 2020 (the “Effective Date”) by and between Repare Therapeutics Inc., a Canadian corporation with offices at 7210 Frederick-Banting, Suite 100, St. Laurent, Quebec, Canada H4S 2A1 (“Repare Inc.”) and Repare Therapeutics USA, Inc., a Delaware corporation with offices at One Broadway, 15th Floor, Cambridge, Massachusetts 02142 (“Repare USA” and, together with Repare Inc., “Repare”), on the one hand, and Bristol-Myers Squibb Company, a Delaware corporation with offices at 430 E. 29th Street, 14th Floor, New York, New York 10016 (“BMS”), on the other hand. BMS and Repare are each referred to herein by name or as a “Party”, or, collectively, as the “Parties.”
SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 12th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations
This Second Amendment to Collaboration and License Agreement (this “Second Amendment”) is entered into as of September 24, 2020 (the “Second Amendment Effective Date”) by and between Repare Therapeutics Inc., a Canadian corporation with offices at 7210 Frederick- Banting, Suite 100, St. Laurent, Quebec, Canada H4S 2A1 (“Repare Inc.”) and Repare Therapeutics USA, Inc., a Delaware corporation with offices at One Broadway, 15th Floor, Cambridge, Massachusetts 02142 (“Repare USA” and, together with Repare Inc., “Repare”), on the one hand, and Bristol-Myers Squibb Company, a Delaware corporation with offices at 430 E. 29th Street, 14th Floor, New York, New York 10016 (“BMS”), on the other hand. BMS and Repare are each referred to herein by name or as a “Party”, or, collectively, as the “Parties.”
SCHEDULE A REPARE THERAPEUTICS INC. AMENDED AND RESTATED OPTION PLAN OPTION AGREEMENTOption Agreement • May 29th, 2020 • Repare Therapeutics Inc. • Pharmaceutical preparations
Pursuant to the Repare Therapeutics, Inc. Amended and Restated Option Plan (the “Plan”), Repare Therapeutics Inc., (together with any successor, the “Company”), has granted to the individual named below, an option (the “Option”) to purchase on or prior to the date which is ten years from the date of grant or such earlier date as is specified herein, all or any part of the number of common shares of the Company indicated below (the “Shares”), at the Exercise Price per share, subject to the terms and conditions set forth in this Option Grant Notice (the “Grant Notice”), the attached Option Agreement (the “Agreement”) and the Plan. [This Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the extent that any portion of the Option does not so qualify, it shall be deemed a non-qualified stock option.]
THIRD AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 4th, 2021 • Repare Therapeutics Inc. • Pharmaceutical preparations
This Third Amendment to Collaboration and License Agreement (this “Third Amendment”) is entered into as of November 30, 2020 (the “Third Amendment Effective Date”) by and between Repare Therapeutics Inc., a Canadian corporation with offices at 7210 Frederick- Banting, Suite 100, St. Laurent, Quebec, Canada H4S 2A1 (“Repare Inc.”) and Repare Therapeutics USA, Inc., a Delaware corporation with offices at One Broadway, 15th Floor, Cambridge, Massachusetts 02142 (“Repare USA” and, together with Repare Inc., “Repare”), on the one hand, and Bristol-Myers Squibb Company, a Delaware corporation with offices at 430 E. 29th Street, 14th Floor, New York, New York 10016 (“BMS”), on the other hand. BMS and Repare are each referred to herein by name or as a “Party”, or, collectively, as the “Parties.”
FOURTH AMENDMENTTO COLLABORATION AND LICENSEAGREEMENTCollaboration and Licenseagreement • August 9th, 2023 • Repare Therapeutics Inc. • Pharmaceutical preparations
This Fourth Amendment to Collaboration and License Agreement (this “Fourth Amendment”) is entered into as of May 16, 2023 (the “Fourth Amendment Effective Date”) by and between Repare Therapeutics Inc., a Canadian corporation with offices at 7210 Frederick-Banting, Suite 100, St. Laurent, Quebec, Canada H4S 2A1 (“Repare Inc.”) and Repare Therapeutics USA, Inc., a Delaware corporation with offices at 101 Main Street, Suite 1650, Cambridge, Massachusetts 02142 (“Repare USA” and, together with Repare Inc., “Repare”), on the one hand, and Bristol-Myers Squibb Company, a Delaware corporation with offices at 430 E. 29th Street, 14th Floor, New York, New York 10016 (“BMS”), on the other hand. BMS and Repare are each referred to herein by name or as a “Party”, or, collectively, as the “Parties.”
