SQZ Biotechnologies Company UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • New York
SQZ BIOTECHNOLOGIES COMPANY INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2020 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 20[20] between SQZ Biotechnologies Company, a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMSQZ Biotechnologies Co • November 12th, 2021 • Biological products, (no disgnostic substances) • New York
ContractSQZ Biotechnologies Co • October 9th, 2020 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Employment AgreementEmployment Agreement • March 22nd, 2023 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”), dated as of November 28, 2022, is made by and between SQZ Biotechnologies Company, a Delaware corporation (together with any successor thereto, the “Company”), and Howard Bernstein, M.D.,Ph.D. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and will become effective on November 30, 2022 (the “Effective Date”).
Transition AgreementTransition Agreement • November 8th, 2023 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances)
This Transition Agreement (the “Agreement”) is made as of October 3, 2023 (the “Notice Date”), by and between SQZ Biotechnologies Company (the “Company”) and Marshelle Smith Warren (the “Executive”) (collectively referred to as the “parties” or individually referred to as a “party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 9th, 2021 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • Massachusetts
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 19, 2019, by and among SQZ Biotechnologies Company, 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” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
November 28, 2022 Via Email - Personal and ConfidentialSQZ Biotechnologies Co • March 22nd, 2023 • Biological products, (no disgnostic substances) • Massachusetts
This letter (the “Agreement”) summarizes the terms of your separation from employment with SQZ Biotechnologies Company (“SQZ”or the “Company”) and establishes an amicable arrangement under which you release the Company from any claims, and, in return, you receive separation pay.
Separation Agreement and ReleaseSeparation Agreement and Release • March 22nd, 2023 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances)
This Separation Agreement and Release (“Agreement”) is made by and between Armon Sharei, Ph.D. (“Executive”) and SQZ Biotechnologies Company (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
Accord relating to License and Collaboration AgreementCollaboration Agreement • August 28th, 2020 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances)
This accord (“Accord”) effective November 5, 2019 (“Accord Effective Date”) is made in connection with the License and Collaboration Agreement effective October 5, 2018 by and between F. Hoffmann-La Roche Ltd (“Roche Basel”) and Hoffmann-La Roche Inc. (“"Roche US”; Roche Basel and Roche US together referred to as “Roche”), on the one hand, and SQZ Biotechnologies Company (“SQZ”), on the other hand (the “Agreement”). All capitalized terms shall have the meaning ascribed herein or in the Agreement.
LEASE From ARSENAL YARDS HOLDING LLC Landlord To SQZ BIOTECHNOLOGIES COMPANY Tenant Arsenal Yards, Watertown, MassachusettsSQZ Biotechnologies Co • October 26th, 2020 • Biological products, (no disgnostic substances) • Massachusetts
License and Collaboration AgreementLicense and Collaboration Agreement • October 9th, 2020 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • New York
with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”)
ASSET PURCHASE AGREEMENT between STEMCELL TECHNOLOGIES CANADA ACQUISITIONS INC. and SQZ BIOTECHNOLOGIES COMPANY Dated December 21, 2023Asset Purchase Agreement • December 22nd, 2023 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2023, is by and between (i) STEMCELL Technologies Canada Acquisitions Inc., a British Columbia corporation (“Purchaser”), and (ii) SQZ Biotechnologies Company, a Delaware corporation (“Seller”). Purchaser and Seller are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein and not otherwise defined have the meanings given to such terms in Annex A below.
TRANSITION CONSULTING AGREEMENTTransition Consulting Agreement • March 16th, 2022 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (this "Agreement") dated as of November 11, 2021, the “Effective Date”), is made by and between SQZ Biotechnologies Company, a Delaware corporation (the "Company"), and Teri Loxam (the "Consultant").
Massachusetts Institute of Technology and SQZ Biotechnologies Company Second Amendment to Amended and Restated Exclusive Patent License AgreementExclusive Patent License Agreement • December 22nd, 2023 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances)
This Second Amendment is made by and between the Massachusetts Institute of Technology, a nonprofit research institution having a principal address at 77 Massachusetts Avenue, Cambridge, MA 02139 (“MIT”) and SQZ Biotechnologies Company, a Delaware corporation, with a principal place of business at 200 Arsenal Yards Boulevard, Suite 201, Watertown, MA 02472 (“COMPANY”) (each individually a “Party” and collectively the “Parties”) and amends that certain Amended and Restated Exclusive Patent License Agreement between the Parties dated as of December 2, 2015 as amended May 17, 2022 (MIT No. 4913276) (the “LICENSE AGREEMENT”). The effective date of this Second Amendment shall be the Closing Date (as defined in the Purchase Agreement (defined below)), provided that on or before such date Assignee agrees in writing to be bound by the terms and conditions of the LICENSE AGREEMENT as amended by this Second Amendment as if the Assignee were COMPANY thereunder pursuant to the assignment and assum
ConfidentialConfidential • November 10th, 2021 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • Massachusetts
This letter (the “Agreement”) summarizes the terms of your separation from employment with SQZ Biotechnologies Company (“SQZ” or the “Company”) and establishes an amicable arrangement under which you release the Company from any claims, and, in return, you receive severance pay.
SQZ BIOTECHNOLOGIES, INC. MASSACHUSETTS INSTITUTE OF TECHNOLOGY AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • October 9th, 2020 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Exclusive Patent License Agreement, effective as of the date set forth above the signatures of the parties below (the “AMENDED AND RESTATED EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and SQZ Biotechnologies, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 333 Highland Avenue, Somerville, MA and modifies that certain Exclusive Patent License Agreement between M.I.T. and COMPANY dated as of May 10, 2013 (“EFFECTIVE DATE’’) and referenced under [********], as amended (the “LICENSE AGREEMENT’’).
