LEXEO THERAPEUTICS, INC. [•] Shares of Common Stock Underwriting AgreementLexeo Therapeutics, Inc. • October 30th, 2023 • Biological products, (no disgnostic substances) • New York
Lexeo Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
LEXEO THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [_______], 20[__], and is between Lexeo Therapeutics, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2024 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of March 11, 2024 by and among Lexeo Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENT for ERIC ADLER, M.D.Employment Agreement • April 9th, 2024 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”) is made between Lexeo Therapeutics, Inc. (the “Company”) and Eric Adler, M.D. (the “Executive”) (collectively, the “Parties”).
RESEARCH AGREEMENTResearch Agreement • September 29th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Agreement is made by and between Lexeo Therapeutics, Inc. (“Company”) with offices at 430 East 29th Street, 14th Floor, New York, NY 10016, and The Regents of the University of California on behalf of its San Diego campus, having its office at 9500 Gilman Drive, La Jolla, CA 92093-0934, (“University”), (each may be individually referred to as a “Party” and collectively, as the “Parties”), effective as of the date of last signature below (“Effective Date”).
LICENSE AGREEMENT BETWEEN LEXEO THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FORLicense Agreement • September 29th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This agreement (“Agreement”) is entered into by and between LEXEO Therapeutics, Inc., a Delaware corporation having an address at 430 East 29th Street, 14th Floor, New York, NY 10016 (“LICENSEE”) and The Regents of the University of California, a California public corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607- 5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UC San Diego”).
LICENSE AGREEMENT BETWEEN ARVC THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FORLicense Agreement • September 29th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This agreement (“Agreement”) is entered into by and between ARVC Therapeutics, Inc. a Delaware corporation having an address at 1396 Rubenstein Ave, Cardiff by the Sea, CA 92007 (“LICENSEE”) and The Regents of the University of California, a California public corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UC San Diego”).
RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • September 29th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Research Collaboration Agreement (this “Agreement”), effective as of February 3, 2021 (the “Effective Date”), is entered into by and between Cornell University, for and on behalf of its Joan & Sanford I. Weill Medical College, a New York education corporation with offices at 1300 York Avenue, New York, NY 10065 (“WCM”), and LEXEO Therapeutics, Inc., a Delaware corporation, having an office at 430 East 29th Street, 14th Floor, New York, NY 10016 (“Company”). WCM and Company each may be referred to herein as a “Party” and together as the “Parties.”
ContractFirst License Agreement • September 29th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances)
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
COMMON STOCK PURCHASE AGREEMENT BY AND AMONG LEXEO THERAPEUTICS, INC., AND THE PURCHASERS MARCH 11, 2024Common Stock Purchase Agreement • March 11th, 2024 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of March 11, 2024, by and among Lexeo Therapeutics, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • September 18th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Consulting Agreement (“Agreement”) is made by and between Dr. Eric Adler (“Consultant”) and LEXEO Therapeutics, Inc. (the “Company”) (each a “Party” and collectively the “Parties”). The Company and Consultant hereby agree as follows:
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 18th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 10, 2021, by and among Lexeo Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
ContractLexeo Therapeutics, Inc. • August 16th, 2023 • Biological products, (no disgnostic substances)
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL..
FIRST LICENSE AGREEMENT BETWEEN LEXEO THERAPEUTICS, LLC AND CORNELL UNIVERSITY FOR DOCKET NO. D-6083 DOCKET NO. D-9134 DOCKET NO. D-9179 DOCKET NO. D-9187 DOCKET NO. D-9232 DOCKET NO. D-9325 DOCKET NO. D-9471 DOCKET NO. D-9472 CTL CONTRACT NO. [***]First License Agreement • September 29th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This First License Agreement (this “Agreement”) is made by and between LEXEO Therapeutics, LLC, a Delaware limited liability company, having an office at 430 East 29th Street, 14th Floor, New York, NY 10016 (“LICENSEE”), and Cornell University, a New York education corporation (“Cornell”), as represented by its Cornell Center for Technology Licensing (“CTL”) at 395 Pine Tree Road, Suite 310, Ithaca, NY 14850. Cornell and LICENSEE each may be referred to herein as a “Party” and together as the “Parties.”
LEXEO THERAPEUTICS, LLC CONSULTING AGREEMENTConsulting Agreement • August 16th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Consulting Agreement (the “Agreement”), made effective on this 9th day of October, 2020 (“Effective Date”) is entered into by LEXEO Therapeutics, LLC, a Delaware limited liability company (the “Company”), and Ronald G. Crystal, M.D. (the “Consultant”).
ContractFirst License Agreement • May 5th, 2022 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
[ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
ContractLexeo Therapeutics, Inc. • September 29th, 2023 • Biological products, (no disgnostic substances)
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
LICENSE AGREEMENTLicense Agreement • August 16th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This agreement (“Agreement”) is entered into as of the date of last signature below (the “Effective Date”) by and between STELIOS THERAPEUTICS, INC., a Delaware corporation having an address at 1396 Rubenstein Avenue, Cardiff by the Sea, California 92007 (“LICENSEE”) and The Regents of the University of California, a California public corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UC SAN DIEGO”).
STOCK PURCHASE AGREEMENT BY AND AMONG LEXEO THERAPEUTICS, INC., STELIOS THERAPEUTICS, INC., THE STOCKHOLDERS, AND STOCKHOLDERS’ REPRESENTATIVE Dated as of July 16, 2021Stock Purchase Agreement • September 18th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2021, by and among LEXEO Therapeutics, Inc., a Delaware corporation (the “Purchaser”), Stelios Therapeutics, Inc., a Delaware corporation (the “Company”), The Cystinosis Research Foundation, Eric Adler, M.D., Farah Sheikh, Ph.D., Jeffrey M. Ostrove, Ph.D., and Stephanie Cherqui, Ph.D. (each, a “Stockholder” and, together, the “Stockholders”), and Jeffrey M. Ostrove, Ph.D., in his capacity as representative for Stockholders (“Stockholders’ Representative”).
SECOND LICENSE AGREEMENT BETWEEN LEXEO THERAPEUTICS, LLC AND CORNELL UNIVERSITY FOR DOCKET NO. D-6749 DOCKET NO. D-7225 DOCKET NO. D-7605 DOCKET NO. D-9179 DOCKET NO. D-9325 DOCKET NO. D-9332 DOCKET NO. D-9472 CTL CONTRACT NO. [***]Second License Agreement • May 5th, 2022 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Second License Agreement (this “Agreement”) is made by and between LEXEO Therapeutics, LLC, a Delaware limited liability company, having an office at 430 East 29th Street, 14th Floor, New York, NY 10016 (“LICENSEE”), and Cornell University, a New York education corporation (“Cornell”), as represented by its Cornell Center for Technology Licensing (“CTL”) at 395 Pine Tree Road, Suite 310, Ithaca, NY 14850. Cornell and LICENSEE each may be referred to herein as a “Party” and together as the “Parties.”
Center for Technology Licensing 1155 York Avenue New York, NY 10065 P: 646.962.7045 innovation.weill.cornell.eduLexeo Therapeutics, Inc. • April 9th, 2024 • Biological products, (no disgnostic substances)
to the FIRST LICENSE AGREEMENT by and between Lexeo Therapeutics, Inc. (hereinafter “Licensee”) and Cornell University (“Cornell”) (each a “Party”) effective May 28, 2020 and amended a first time effective July 4, 2022 and a second time effective September 28, 2022 (Cornell Contract C2020-11-13204) (the “First License Agreement”)
LICENSE AGREEMENTLicense Agreement • September 18th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (the “Agreement”) is entered into on the Closing Date (as defined below) (the “Effective Date”) between ADVERUM BIOTECHNOLOGIES, INC., a Delaware corporation with a place of business at 800 Saginaw Dr., Redwood City CA 94063 (“Licensor”), and LEXEO THERAPEUTICS LLC, a Delaware limited liability company with a place of business at 430 East 29th St, 14th Floor New York, NY 10016 (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ContractFirst License Agreement • August 16th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances)
[ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 29th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 10, 2021, by and among Lexeo Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
SECOND LICENSE AGREEMENT BETWEEN LEXEO THERAPEUTICS, LLC AND CORNELL UNIVERSITY FOR DOCKET NO. D-6749 DOCKET NO. D-7225 DOCKET NO. D-7605 DOCKET NO. D-9179 DOCKET NO. D-9325 DOCKET NO. D-9332 DOCKET NO. D-9472 CTL CONTRACT NO. [***]Second License Agreement • September 29th, 2023 • Lexeo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Second License Agreement (this “Agreement”) is made by and between LEXEO Therapeutics, LLC, a Delaware limited liability company, having an office at 430 East 29th Street, 14th Floor, New York, NY 10016 (“LICENSEE”), and Cornell University, a New York education corporation (“Cornell”), as represented by its Cornell Center for Technology Licensing (“CTL”) at 395 Pine Tree Road, Suite 310, Ithaca, NY 14850. Cornell and LICENSEE each may be referred to herein as a “Party” and together as the “Parties.”
