Keros Therapeutics, Inc. Sample Contracts
Keros Therapeutics, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [l], 20__ Debt SecuritiesIndenture • May 3rd, 2024 • Keros Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [l], 20__, among Keros Therapeutics, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
3,500,000 Shares Keros Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 4th, 2024 • Keros Therapeutics, Inc. • Pharmaceutical preparations • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2020 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2020 between Keros Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Keros Therapeutics, Inc. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • June 17th, 2024 • Keros Therapeutics, Inc. • Pharmaceutical preparations • New York
Keros Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
KEROS THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • May 3rd, 2024 • Keros Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [l], between KEROS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [l], a [corporation] [national banking association] organized and existing under the laws of [l] and having a corporate trust office in [l], as warrant agent (the “Warrant Agent”).
KEROS THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • May 3rd, 2021 • Keros Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between KEROS THERAPEUTICS, INC, a Delaware corporation (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”).
KEROS THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • May 3rd, 2024 • Keros Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between KEROS THERAPEUTICS, INC., a Delaware corporation (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”).
KEROS THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • May 3rd, 2024 • Keros Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between KEROS THERAPEUTICS, INC., a Delaware corporation (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”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 21st, 2020 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of November, 2018, by and among Keros 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”.
KEROS THERAPEUTICS, INC. Incentive Stock Option Agreement Granted Under 2017 Stock Incentive PlanIncentive Stock Option Agreement • March 16th, 2020 • Keros Therapeutics, Inc. • Pharmaceutical preparations
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 16th, 2020 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 2nd day of March, 2020, by and among Keros 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”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 16th, 2024 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), by and between Keros Therapeutics, Inc. (the “Company”), and Yung H. Chyung (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”), is effective as of November 1, 2024 (the “Effective Date”).
Page ARTICLE 1: BASIC TERMS 1 ARTICLE 2: PREMISES AND APPURTENANT RIGHTS 4 2.01 Lease of Premises; Appurtenant Rights 4 2.02 Roof License 6 ARTICLE 3: LEASE TERM 8 3.01 Lease Term 8 3.02 Hold Over 9 3.03 Right to Extend 9 ARTICLE 4: RENT 11 4.01 Base...Lease Agreement • March 16th, 2020 • Keros Therapeutics, Inc. • Pharmaceutical preparations
1050 WALTHAM STREET LEXINGTON, MASSACHUSETTS Lease to KEROS THERAPEUTICS INC. FROM THE OFFICE OF: Goulston & Storrs PC 400 Atlantic Avenue Boston, Massachusetts 02110-3333Lease Agreement • November 4th, 2021 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS INDENTURE OF LEASE (this “Lease”) made as of the 7th day of September, 2021 (the “Effective Date”), by and between Revolution Labs Owner, LLC, a Delaware limited liability company, having a mailing address c/o Greatland Realty Partners, One Federal Street, 18th Floor, Boston, Massachusetts 02110 (hereinafter referred to as the “Landlord”), of the one part, and the tenant named in Section 1.1(a) below (hereinafter referred to as the “Tenant”), of the other part.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 6th, 2025 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), by and between Keros Therapeutics, Inc. (the “Company”), and Lorena Lerner (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”), is effective as of August 6, 2025 (the “Effective Date”).
THE GENERAL HOSPITAL CORPORATION EXCLUSIVE PATENT LICENSE AGREEMENT MGH Agreement No: [***] MGH Case Nos: [***]Exclusive Patent License Agreement • March 16th, 2020 • Keros Therapeutics, Inc. • Pharmaceutical preparations
This License Agreement (“Agreement”) is made as of the 5th day of April, 2016 (“Effective Date”), by and between Keros Therapeutics, Inc., a Delaware corporation, having a principal place of business at 3 Lincoln Terrace, Lexington, MA 02421 (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT BETWEEN KEROS THERAPEUTICS, INC. AND NOVO NORDISK A/SResearch Collaboration and Exclusive License Agreement • March 16th, 2020 • Keros Therapeutics, Inc. • Pharmaceutical preparations • New York
This Research Collaboration and Exclusive License Agreement (“Agreement”) is made and entered into, effective as of December 14, 2017 (“Effective Date”), by and between Keros Therapeutics, Inc., a Delaware corporation, having a principal place of business at Suite 120, Building E, 99 Hayden Avenue, Lexington, MA 02421, USA (“Keros”) and Novo Nordisk A/S, a company organized and existing under the laws of Denmark, having a principal place of business at Novo Allé, DK-2880 Bagsværd, Denmark (“Novo Nordisk”). Keros and Novo Nordisk are each referred to herein individually as a “Party” and collectively as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 2025 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Stock Purchase Agreement (this “Agreement”), dated as of October 15, 2025 (the “Effective Date”), by and between Keros Therapeutics, Inc., a Delaware corporation (the “Company”), ADAR1 Capital Management, LLC, a Texas limited liability company (“ADAR1 Capital Management”), and the persons listed on Schedule I hereto (the “Seller Affiliates” and, together with ADAR1 Capital Management, the “ADAR1 Parties”; the ADAR1 Parties together with the Company, each a “Party” and collectively the “Parties”). Certain capitalized terms used in this Agreement are defined in Section 5.14.
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 4th, 2026 • Keros Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Exclusive License Agreement (this “Amendment No. 1”) is entered into and effective as of March 24, 2025 (the “Amendment No. 1 Effective Date”), by and between Keros Therapeutics, Inc., a Delaware corporation, having a place of business at 1050 Waltham St., Suite 302, Lexington, MA 02421 (“Keros”), and Takeda Pharmaceuticals U.S.A., Inc., a Delaware corporation having a place of business at 500 Kendall Street, Cambridge, MA 02142 (“Takeda”). Keros and Takeda are hereinafter collectively referred to as “Parties” and singularly as “Party.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 4th, 2026 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amendment to Executive Employment Agreement (“Amendment”) is entered into by and between Keros Therapeutics, Inc. (“Company”) and Esther Cho (“Executive”) (each herein referred to individually as a “Party,” or collectively as the “Parties”) as of February 24, 2026 (“Effective Date”).
KEROS THERAPEUTICS, INC. Lexington, Massachusetts 02421Separation and Release Agreement • August 6th, 2025 • Keros Therapeutics, Inc. • Pharmaceutical preparations
This letter sets forth the substance of the separation and release agreement (the “Agreement”) which Keros Therapeutics, Inc. (the “Company”) is offering to you to aid in your mutually agreed upon employment transition.
ContractChange in Terms of Employment • November 3rd, 2022 • Keros Therapeutics, Inc. • Pharmaceutical preparations
As discussed, and at your request, this offer letter agreement (the “Agreement”) sets forth the revised terms and conditions of your employment with Keros Therapeutics, Inc. (the “Company”). These terms shall go into on September 1, 2022 (the “Effective Date”), at which time they shall supersede and replace the terms of the Executive Employment Agreement entered into by you and the Company as of March 16, 2020, as amended by that certain amendment dated January 1, 2022 (the “Prior Employment Agreement”).
Keros Therapeutics, Inc.Investment Agreement • April 18th, 2025 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Keros Therapeutics, Inc., a Delaware corporation (the “Company”), and Pontifax (Israel) IV, L.P., a limited partnership organized under the laws of Israel, Pontifax (Cayman) IV, L.P., a limited partnership organized under the laws of the Cayman Islands, Pontifax (China) IV, L.P., a limited partnership organized under the laws of the Cayman Islands, and Pontifax Late Stage Fund L.P., a limited partnership organized under the laws of the Cayman Islands (together with their Affiliates (as defined below), “Counterparty” or “you”, and Counterparty together with the Company, each a “party” and collectively the “parties”), desire to enter into this agreement to set forth certain matters regarding your relationship with the Company. In consideration of the covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • March 3rd, 2023 • Keros Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 2 (this “Amendment”) is entered into as of March 11, 2022 (the “Amendment Effective Date”), by and between KEROS THERAPEUTICS, INC., corporation organized and existing under the laws of Delaware and having a place of business at 99 Hayden Avenue, Suite 120, Building E, Lexington, MA 02421 (“Keros”), and HANSOH (SHANGHAI) HEALTHTECH CO., LTD., a corporation organized and existing under the laws of the People’s Republic of China having a place of business at Room 101, No.287 Xiangke Road and No.1158 Haike Road, China (Shanghai) Pilot Free Trade Zone, China (“Hansoh”). Keros and Hansoh are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 2025 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Stock Purchase Agreement (this “Agreement”), dated as of October 15, 2025 (the “Effective Date”), by and between Keros Therapeutics, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule I hereto (collectively, the “Seller Affiliates” and, together with the Company, each a “Party” and collectively, the “Parties”). Certain capitalized terms used in this Agreement are defined in Section 5.14.
LICENSE AGREEMENTLicense Agreement • March 9th, 2022 • Keros Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) is entered into as of February 10, 2022 (the “Amendment Effective Date”), by and between Keros Therapeutics, Inc., corporation organized and existing under the laws of Delaware and having a place of business at 99 Hayden Avenue, Suite 120, Building E, Lexington, MA 02421 (“Keros”), and Hansoh (Shanghai) Healthtech Co., Ltd., a corporation organized and existing under the laws of the People’s Republic of China having a place of business at Room 101, No.287 Xiangke Road and No.1158 Haike Road, China (Shanghai) Pilot Free Trade Zone, China (“Hansoh”). Keros and Hansoh are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF SIMON COOPERExecutive Employment Agreement • March 9th, 2022 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This First Amendment to the Executive Employment Agreement of Simon Cooper the (“Amendment”) is entered into this 1st day of January, 2022 (the “Effective Date”), by and between Simon Cooper (the “Executive”) and Keros Therapeutics, Inc. (the “Company”).
FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF JENNIFER LACHEYExecutive Employment Agreement • March 9th, 2022 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This First Amendment to the Executive Employment Agreement of Jennifer Lachey the (“Amendment”) is entered into this 1st day of January, 2022 (the “Effective Date”), by and between Jennifer Lachey (the “Executive”) and Keros Therapeutics, Inc. (the “Company”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 26th, 2025 • Keros Therapeutics, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is effective as of December 2, 2024 (the “Execution Date”), by and between Keros Therapeutics, Inc., a Delaware corporation, having a place of business at 1050 Waltham St., Suite 302, Lexington, MA 02421 (“Keros”), and Takeda Pharmaceuticals U.S.A., Inc., a Delaware corporation (“Takeda”), having a place of business at 500 Kendall Street, Cambridge, MA 02142. Keros and Takeda are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
KEROS THERAPEUTICS, INC. Lexington, Massachusetts 02421Separation and Release Agreement • August 2nd, 2021 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This letter sets forth the substance of the separation and release agreement (the “Agreement”) which Keros Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition.
FIRST AMENDMENT TO LEASELease • May 4th, 2023 • Keros Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of this 6th day of January, 2023 (the “Execution Date”) by and between REVOLUTION LABS OWNER, LLC, a Delaware limited liability company (“Landlord”), and KEROS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF KEITH REGNANTEExecutive Employment Agreement • March 9th, 2022 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This First Amendment to the Executive Employment Agreement of Keith Regnante the (“Amendment”) is entered into this 1st day of January, 2022 (the “Effective Date”), by and between Keith Regnante (the “Executive”) and Keros Therapeutics, Inc. (the “Company”).
RIGHTS AGREEMENT April 9, 2025Rights Agreement • April 10th, 2025 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AMENDMENT NO. 4 TO LICENSE AGREEMENTLicense Agreement • February 28th, 2024 • Keros Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 4 (this “Amendment”) is entered into as of April 12, 2023 (the “Amendment Effective Date”), by and between KEROS THERAPEUTICS, INC., corporation organized and existing under the laws of Delaware and having a place of business at 1050 Waltham Street, Suite 302, Lexington, MA 02421 (“Keros”), and HANSOH (SHANGHAI) HEALTHTECH CO., LTD., a corporation organized and existing under the laws of the People’s Republic of China having a place of business at Room 101, No.287 Xiangke Road and No.1158 Haike Road, China (Shanghai) Pilot Free Trade Zone, China (“Hansoh”). Keros and Hansoh are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LEDGEMONT TECHNOLOGY CENTER Lexington, Massachusetts THIRD AMENDMENT TO LEASE KEROS THERAPEUTICS, INC.Lease • August 5th, 2021 • Keros Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
Third Amendment to Lease (“Third Amendment”) dated as of August 4, 2021 between 99 Hayden LLC, a Delaware limited liability company, successor-in-interest to 128 Spring Street Lexington, LLC, a Delaware limited liability company (“Landlord”), and Keros Therapeutics, Inc. a Delaware corporation (“Tenant”).