UNUM THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 201[●] Subordinated Debt SecuritiesIndenture • April 2nd, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 201 , among UNUM THERAPEUTICS INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
•] Shares UNUM THERAPEUTICS INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • New York
COGENT BIOSCIENCES, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • February 9th, 2021 • Cogent Biosciences, Inc. • Pharmaceutical preparations • New York
Cogent Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
PURCHASE AGREEMENTPurchase Agreement • March 20th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 19, 2020, by and between UNUM THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2021 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and John L. Green (the “Executive”) as of December 24, 2021 (the “Effective Date”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 2nd, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of June, 2015, by and among Unum 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”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of July 6, 2020, by and among Unum Therapeutics Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
UNUM THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 2nd, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of January 19, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and UNUM THERAPEUTICS, INC. (“Borrower”).
UNUM THERAPEUTICS INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2018 by and between Unum Therapeutics Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).1
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2022 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and [officer/director] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 19, 2020, is entered into by and between UNUM THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
UNUM THERAPEUTICS INC. COMMON STOCK SALES AGREEMENTCommon Stock • April 2nd, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • New York
UNUM THERAPEUTICS INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2018 by and between Unum Therapeutics Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2020 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Colorado
This Employment Agreement (“Agreement”) is made between Cogent Biosciences Inc., a Delaware corporation (the “Company”), and Andrew Robbins (the “Executive”).
PEARL EAST LEASECogent Biosciences, Inc. • July 9th, 2021 • Pharmaceutical preparations • Colorado
This Lease (the “Lease”), dated as of the Execution Date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between BCSP PEARL EAST PROPERTY LLC, a Delaware limited liability company (“Landlord”), and COGENT BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
10,256,411 Shares COGENT BIOSCIENCES, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2020 • Cogent Biosciences, Inc. • Pharmaceutical preparations • New York
Cogent Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Jefferies LLC and Piper Sandler & Co. are acting as representatives (the “Representatives”), 10,256,411 shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the Underwriters not more than an additional 1,538,461 shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Unum Therapeutics Inc., a Delaware corporation (the “Company”), and Seth Ettenberg, Ph.D. (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Collaboration Agreement • March 2nd, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of June 7, 2015 (the “Effective Date”) by and between UNUM THERAPEUTICS, INC., a Delaware corporation having its principal place of business at One Broadway 4th Floor, Cambridge, MA 02142 (“Unum”), and SEATTLE GENETICS, INC., a Delaware corporation having a principal office at 21823 30th Drive SE, Bothell, WA 98021 (“SGI”). Unum and SGI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations
This Amendment to Employment Agreement (this “Amendment”) is entered into and effective as of July 6, 2020, by and between Unum Therapeutics Inc., a Delaware corporation (the “Company”) and Jessica Sachs (the “Executive”)
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2021 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Cogent Biosciences, Inc., a Delaware corporation (the “Company”) and Jessica Sachs (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 2020, by and among Unum Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDMENT TO LEASELease • May 10th, 2022 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Colorado
This First Amendment to Lease (this “First Amendment”) is made as of March 29, 2022 by and between BCSP PEAL EAST PROPERTY LLC, a Delaware limited liability company with an address c/o Beacon Capital Partners, LLC, 200 State Street, Fifth Floor, Boston, MA 02110 (“Landlord”), and COGENT BIOSCIENCES, INC., a Delaware corporation with an address of 4840 Pearl East Circle, Suite 100, Boulder, Colorado 80301 (“Tenant”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March [ ], 2018 (the “Effective Date”), by and between Unum Therapeutics Inc., a Delaware corporation (the “Company”), and Seattle Genetics, Inc., a Delaware corporation (“Purchaser”).
CONSULTING AGREEMENTConsulting Agreement • November 12th, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (“Agreement”) is made between Unum Therapeutics Inc., a Delaware corporation (the “Company”), and Michael Vasconcelles, M.D. (the “Consultant,” and, together, with the Company, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Unum Therapeutics Inc., a Delaware corporation (the “Company”) and Matthew Osborne (the “Executive”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 31, 2019, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and UNUM THERAPEUTICS INC. (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Unum Therapeutics Inc., a Delaware corporation (the “Company”) and Jessica Sachs (the “Executive”).
UNUM THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of January 19, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and UNUM THERAPEUTICS, INC. (“Borrower”).
ANNEX C LICENSE AGREEMENT by and between Plexxikon Inc. and KIQ LLC dated as of May 27, 2020License Agreement • October 6th, 2020 • Cogent Biosciences, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into as of May 27, 2020 (the “Effective Date”) between Plexxikon Inc., a California corporation with an address of 91 Bolivar Drive, Berkeley, CA 94710 (“Plexxikon”), and KIQ LLC, a Delaware limited liability company with an address of 2001 Market Street, Suite 2500, Philadelphia, PA 19103 (“Licensee”). Plexxikon and Licensee are each referred to herein by name or as a “Party” or, collectively, as the “Parties”.
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Exclusive License Agreement • March 2nd, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
This AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made on the 15th day of November, 2015, and is effective as of August 1, 2014 (“Effective Date”) by and between
AGREEMENT AND PLAN OF MERGER among: UNUM THERAPEUTICS INC.; UTAH MERGER SUB 1 LLC; UTAH MERGER SUB 2 LLC; and KIQ LLC Dated as of July 6, 2020Agreement and Plan of Merger • July 6th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 6, 2020, by and among UNUM THERAPEUTICS INC., a Delaware corporation (“Utah”), UTAH MERGER SUB 1 LLC, a Delaware limited liability company and wholly owned subsidiary of Utah (“First Merger Sub”), Utah Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Utah (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and Kiq LLC, a Delaware limited liability company (the “Company”). Certain capitalized terms used in this Agreement are defined Section 1.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Asset Purchase Agreement • November 9th, 2020 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of August 28, 2020 by and among Unum Therapeutics Inc., a Delaware corporation (“Seller”), SOTIO, LLC, a Delaware limited liability company (“Buyer”), and SOTIO N.V., a company organized under the laws of the Netherlands (“Buyer Guarantor”). Buyer and Seller are referred to collectively in this Agreement as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meaning set forth in Section 9.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 10th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of August 6, 2020, is entered into by and among Unum Therapeutics Inc., a Delaware corporation (the “Company”) and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, as “Rights Agent”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 23rd, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of January 18, 2019, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and UNUM THERAPEUTICS INC. (formerly known as Unum Therapeutics, Inc.) (“Borrower”),
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2020 • Cogent Biosciences, Inc. • Pharmaceutical preparations
This Amendment to Employment Agreement (this “Amendment”) is entered into as of October 19, 2020 and effective as of October 13, 2020, by and between Cogent Biosciences, Inc. (formerly known as Unum Therapeutics, Inc.), a Delaware corporation (the “Company”) and John L. Green (the “Executive”)