Codiak BioSciences, Inc. Sample Contracts

13,333,333 Shares 13,333,333 Warrants to Purchase 13,333,333 Shares Codiak BioSciences, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • September 14th, 2022 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • New York
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OPEN MARKET SALE AGREEMENTSM
Codiak BioSciences, Inc. • November 4th, 2021 • Biological products, (no disgnostic substances) • New York
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LEASE AGREEMENT
Lease Agreement • March 6th, 2019 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances)

THIS LEASE AGREEMENT is made as of this 15th day of January, 2016, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and CODIAK BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

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CODIAK BIOSCIENCES, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • October 7th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreemenst (“Agreement”) is made as of [________] by and between Codiak BioSciences, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1

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CODIAK BIOSCIENCES, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • October 7th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Codiak BioSciences, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 4th, 2021 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • California

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 16, 2021 (the “Amendment Effective Date”), is entered into by and among Codiak BioSciences, Inc., a Delaware corporation, and each of its Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (together with its successors and assigns, in such capacity, the “Agent”).

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CODIAK BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • September 9th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMEDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 17th day of November, 2017, by and among Codiak BioSciences, 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” and any additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Subsection 6.9 hereof.

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ARTICLE 1 GRANT 1 ARTICLE 2 TERM 3 ARTICLE 3 COMPLETION AND OCCUPANCY OF THE PREMISES 4 ARTICLE 4 RENT AND SECURITY 4 ARTICLE 5 ADDITIONAL RENT FOR REAL ESTATE TAXES AND OPERATING EXPENSES 7 ARTICLE 6 SERVICES 14 ARTICLE 7 CONDUCT OF BUSINESS BY...
Non-Disturbance, Attornment and Subordination Agreement • April 29th, 2019 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts

No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof without the prior written consent of the Landlord, which shall not be unreasonably withheld. Tenant must, upon the termination of its tenancy, restore to Landlord all keys of stores, shops, booths, stands, offices and toilet rooms, either furnished to or otherwise procured by Tenant; and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.

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COLLABORATION AND LICENSE AGREEMENT by and between CODIAK BIOSCIENCES, INC. and JAZZ PHARMACEUTICALS IRELAND LIMITED
Collaboration and License Agreement • August 6th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • New York

This Collaboration and License Agreement (this “Agreement”) is entered into as of January 2, 2019 (the “Effective Date”), by and between Codiak BioSciences, Inc., a company incorporated under the laws of Delaware with offices at 500 Technology Square, 9th Floor, Cambridge, MA 02139 (“Codiak”), and Jazz Pharmaceuticals Ireland Limited, a limited liability company incorporated under the laws of Ireland, with a registered office at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland (“Jazz”). Codiak and Jazz may sometimes individually be referred to hereafter as a “Party” or, collectively, as the “Parties”.

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Re: Employment Agreement
Employment Agreement • October 7th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This letter agreement (the “Agreement”) is made as of September 23, 2020 between Codiak BioSciences, Inc., a Delaware corporation (“Codiak” or the “Company”), and Ajay Verma, M.D., Ph.D (the “Executive”) (together, the “parties”) and is effective as of, and conditioned on, 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 date of such closing, the “Effective Date”).

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LICENSE AGREEMENT
License Agreement • September 9th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • England and Wales

This License Agreement (this “Agreement”) is effective as of November 6, 2018 (the “Effective Date”), by and between Kayla Therapeutics S.A.S., a corporation organized under the laws of France, with a principal place of business at 77, avenue de Toulouse—31240 L’Union, France (“Kayla”), and Codiak Biosciences Inc., a corporation organized under the laws of Delaware with offices at 500 Technology Square, 9th Floor, Cambridge, MA 02139 (“Codiak”). Kayla and Codiak are each sometimes referred to herein as a “Party” or collectively as the “Parties.”

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 6th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 30, 2019 and is entered into by and among CODIAK BIOSCIENCES, INC., a Delaware corporation, and each of its Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).

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Re: Employment Agreement Dear Jennifer:
Codiak BioSciences, Inc. • May 10th, 2021 • Biological products, (no disgnostic substances) • Massachusetts

We are very excited about the prospect of your joining Codiak BioSciences (“Codiak”)! It is a great time to be joining the Codiak team. This letter agreement (the “Agreement”) is made as of April 19, 2021 between Codiak BioSciences, Inc., a Delaware corporation (“Codiak” or the “Company”), and Jennifer Wheler MD (the “Executive”) (together, the “parties”) and is effective as of May 10, 2021.

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ARTICLE 1 GRANT 1 ARTICLE 2 TERM 3 ARTICLE 3 COMPLETION AND OCCUPANCY OF THE PREMISES 4 ARTICLE 4 RENT AND SECURITY 4 ARTICLE 5 ADDITIONAL RENT FOR REAL ESTATE TAXES AND OPERATING EXPENSES 7 ARTICLE 6 SERVICES 14 ARTICLE 7 CONDUCT OF BUSINESS BY...
Lease • August 6th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts

No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof without the prior written consent of the Landlord, which shall not be unreasonably withheld. Tenant must, upon the termination of its tenancy, restore to Landlord all keys of stores, shops, booths, stands, offices and toilet rooms, either furnished to or otherwise procured by Tenant; and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.

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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,...
License Agreement • March 6th, 2019 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • England and Wales

This License Agreement (this “Agreement”) is effective as of November 6, 2018 (the “Effective Date”), by and between Kayla Therapeutics S.A.S., a corporation organized under the laws of France, with a principal place of business at 77, avenue de Toulouse—31240 L’Union, France (“Kayla”), and Codiak Biosciences Inc., a corporation organized under the laws of Delaware with offices at 500 Technology Square, 9th Floor, Cambridge, MA 02139 (“Codiak”). Kayla and Codiak are each sometimes referred to herein as a “Party” or collectively as the “Parties.”

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...
Research License and Option Agreement • September 9th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Research License and Option Agreement (“Agreement”) is effective as of June 17, 2020 (“Effective Date”) made by and between CODIAK BIOSCIENCES, INC. a Delaware corporation having offices at 35 CambridgePark Drive, Suite 500, Cambridge, MA 02140 (“Codiak”), and SAREPTA THERAPEUTICS, INC., a Delaware corporation having offices at 215 First Street, Cambridge, MA 02142 (“Sarepta”). Each of Codiak and Sarepta may be referred to in this Agreement individually as a “Party” or together as the “Parties.”

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED SPONSORED RESEARCH AGREEMENT
Sponsored Research Agreement • April 29th, 2019 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Texas

This Sponsored Research Agreement (“Agreement”) is by and between The University of Texas M. D. Anderson Cancer Center (“Institution”), a member institution of The University of Texas System (“System”) and Codiak Biosciences, Inc., a Delaware corporation with its principal place of business at 999 Third Avenue, Suite 3400, Seattle, WA 98104 (“Sponsor”).

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COLLABORATION AND LICENSE AGREEMENT by and between CODIAK BIOSCIENCES, INC. and JAZZ PHARMACEUTICALS IRELAND LIMITED
Collaboration and License Agreement • March 22nd, 2019 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • New York

This Collaboration and License Agreement (this “Agreement”) is entered into as of January 2, 2019 (the “Effective Date”), by and between Codiak BioSciences, Inc., a company incorporated under the laws of Delaware with offices at 500 Technology Square, 9th Floor, Cambridge, MA 02139 (“Codiak”), and Jazz Pharmaceuticals Ireland Limited, a limited liability company incorporated under the laws of Ireland, with a registered office at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland (“Jazz”). Codiak and Jazz may sometimes individually be referred to hereafter as a “Party” or, collectively, as the “Parties”.

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Re: Employment Agreement
Letter Agreement • February 9th, 2021 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This letter agreement (the “Agreement”) is made as of September 23, 2020 between Codiak BioSciences, Inc., a Delaware corporation (“Codiak” or the “Company”), and Yalonda Howze (the “Executive”) (together, the “parties”) and is effective as of, and conditioned on, 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 date of such closing, the “Effective Date”).

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Re: Employment Agreement
Letter Agreement • October 7th, 2020 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This letter agreement (the “Agreement”) is made as of September 23, 2020 between Codiak BioSciences, Inc., a Delaware corporation (“Codiak” or the “Company”), and Douglas Williams, Ph.D. (the “Executive”) (together, the “parties”) and is effective as of, and conditioned on, 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 date of such closing, the “Effective Date”).

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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,...
Sponsored Research Agreement • March 6th, 2019 • Codiak BioSciences, Inc. • Biological products, (no disgnostic substances) • Texas

This Sponsored Research Agreement (“Agreement”) is by and between The University of Texas M. D. Anderson Cancer Center (“Institution”), a member institution of The University of Texas System (“System”) and Codiak Biosciences, Inc., a Delaware corporation with its principal place of business at 999 Third Avenue, Suite 3400, Seattle, WA 98104 (“Sponsor”).

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