INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2020 • IMARA Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ] between IMARA Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ENLIVEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2023 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Enliven Therapeutics, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
8,333,333 Shares IMARA INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2021 • IMARA Inc. • Pharmaceutical preparations • New York
IMARA INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • April 1st, 2021 • IMARA Inc. • Pharmaceutical preparations • New York
IMARA Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) OPEN MARKET SALE AGREEMENTSMEnliven Therapeutics, Inc. • June 26th, 2023 • Pharmaceutical preparations • New York
ENLIVEN THERAPEUTICS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 1st, 2023 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • Colorado
This Change in Control and Severance Agreement (the “Agreement”) is made between Enliven Therapeutics, Inc. (the “Company”) and Helen Collins (the “Executive”), effective as of February 23, 2023 (the “Effective Date”).
•] Shares IMARA INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTIMARA Inc. • March 3rd, 2020 • Pharmaceutical preparations • New York
IMARA Inc. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • February 14th, 2020 • IMARA Inc. • Pharmaceutical preparations
IMARA Inc. STOCK OPTION AGREEMENTStock Option Agreement • February 14th, 2020 • IMARA Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 14th, 2020 • IMARA Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 15th day of March, 2019 by and among IMARA Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any additional purchasers that becomes a party to this Agreement in accordance with Section 6.9 hereof, and for purposes of Sections 1, 3.1, 3.2, 3.4(b), 3.6 and 4, H. Lundbeck A/S (“Lundbeck”).
ENLIVEN THERAPEUTICS, Inc. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • May 11th, 2023 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • Colorado
This Change in Control and Severance Agreement (the “Agreement”) is made between Enliven Therapeutics, Inc. (the “Company”) and Anish Patel (the “Executive”), effective as of February 23, 2023 (the “Effective Date”).
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) Enliven Therapeutics, Inc. Confirmatory Employment Letter February 23, 2023Letter Agreement • May 11th, 2023 • Enliven Therapeutics, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) is entered into between Enliven Therapeutics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment with the Company.
OFFICE LEASE AGREEMENT BY AND BETWEEN COLUMBIA REIT — 116 HUNTINGTON, LLC a Delaware limited liability company AND IMARA INC. a Delaware corporation 116 Huntington Avenue Boston, Massachusetts 02116Office Lease Agreement • February 14th, 2020 • IMARA Inc. • Pharmaceutical preparations • Massachusetts
THIS OFFICE LEASE AGREEMENT (this “Lease”) is dated as of May 20, 2019 (the “Execution Date”), by and between COLUMBIA REIT — 116 HUNTINGTON, LLC, a Delaware limited liability company (“Landlord”), and IMARA INC., a Delaware corporation (“Tenant”).
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) Enliven Therapeutics, Inc. Confirmatory Employment Letter, As Amended and RestatedEnliven Therapeutics, Inc. • March 14th, 2024 • Pharmaceutical preparations
This Confirmatory Employment Letter, as Amended and Restated (the “Agreement”) is entered into between Enliven Therapeutics, Inc. (the “Company” or “we”) and you. The purpose of this Agreement is to confirm the current terms and conditions of your employment with the Company.
AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 14th, 2024 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • California
This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made between Enliven Therapeutics, Inc. (the “Company”) and Anish Patel (the “Executive”).
Imara, Inc. 116 Huntington Ave, 6th Floor Boston, MA 02116 Info@Imaratx.com +1 617 206-2020 www.imaratx.comIMARA Inc. • February 14th, 2020 • Pharmaceutical preparations • Massachusetts
On behalf of IMARA Inc., a Delaware corporation (the “Company”), I am very pleased to offer you this revised “letter agreement” with the Company. This letter agreement shall supersede, amend and restate in all respects the letter agreement between you and the Company dated March 1, 2019, as amended and restated by the letter agreement between you and the Company dated June 27, 2019 (as amended and restated, the “Former Letter Agreement”), provided, and for the avoidance of doubt, that nothing herein supersedes the Employee Confidentiality, Assignment and Noncompetition Agreement signed by you on March 5, 2019 (the “Restrictive Covenants Agreement”), which remains in effect, unaltered, in all respects.
IMARA INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANIncentive Stock Option Agreement • February 14th, 2020 • IMARA Inc. • Pharmaceutical preparations
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) EXHIBIT C FORM OF CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN IMARA INC. and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., COLLECTIVELY, AS RIGHTS...Contingent Value Rights Agreement • March 1st, 2023 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2023 is entered into by and among Imara Inc. a Delaware corporation (“Public Company”), and Computershare, Inc., a Delaware corporation and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Rights Agent”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 14th, 2020 • IMARA Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is made and is effective this 11th day of April, 2016 (the “Effective Date”) between IMARA, INC., a Delaware, U.S.A. corporation (“Licensee”) and having an address at 700 Technology Square, 3rd Floor, Cambridge, MA 02139, and H. LUNDBECK A/S, a for profit corporation organized and existing under the laws of Denmark with company registration no. (CVR) 56759913 (“Licensor”) and having an address at Ottiliavej 9, DK-2500 Valby, Copenhagen, Denmark. Licensee and Licensor are each referred to as a “Party” and collectively referred to as the “Parties.”
Imara, Inc. Boston, MA 02116 Info@Imaratx.comLetter Agreement • February 14th, 2020 • IMARA Inc. • Pharmaceutical preparations • Massachusetts
On behalf of IMARA Inc., a Delaware corporation (the “Company”), I am very pleased to offer you this revised “letter agreement” with the Company. This letter agreement shall supersede, amend and restate in all respects the letter agreement between you and the Company dated April 17, 2018, as amended and restated by the letter agreement between you and the Company dated August 12, 2019 (as amended and restated, the “Former Letter Agreement”), provided, and for the avoidance of doubt, that nothing herein supersedes the Invention and Non-Disclosure Agreement or the Non-Competition and Non-Solicitation Agreement signed by you concurrently with the Former Letter Agreement (the “Restrictive Covenant Agreements”), which remain in effect, unaltered, in all respects.
FORM OF IMARA INC. SUPPORT AGREEMENTSupport Agreement • October 13th, 2022 • IMARA Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2022, by and among Enliven Therapeutics, Inc. a Delaware corporation (“Merger Partner”), Imara Inc., a Delaware corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Public Company.
Imara, Inc. 700 Technology Square, 3rd Floor Cambridge, MA 02139 USA Info@Imaratx.com +1 617 231-6021 www.imaratx.comIMARA Inc. • August 15th, 2019 • Pharmaceutical preparations • Massachusetts
On behalf of IMARA Inc., a Delaware corporation (the “Company”), I am very pleased to offer you this revised “letter agreement” with the Company. This letter agreement shall supersede, amend and restate in all respects the letter agreement between you and the Company dated February 26, 2019 (the “Former Letter Agreement”), provided, and for the avoidance of doubt, that nothing herein supersedes the Employee Confidentiality, Assignment and Noncompetition Agreement signed by you on March 26, 2019 (the “Restrictive Covenants Agreement”), which remains in effect, unaltered, in all respects.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • March 15th, 2022 • IMARA Inc. • Pharmaceutical preparations • Pennsylvania
This Agreement is made and entered into as of May 27, 2021 (“Effective Date”), by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation, organized and existing under the laws of the Commonwealth of Pennsylvania, having an office at 1st Floor Gardner Steel Conference Center, 130 Thackeray Avenue, Pittsburgh, Pennsylvania 15260 (“University”), and Imara Inc. having its principal office at 116 Huntington Ave, Sixth Floor, Boston, MA 02116 (“Licensee”). University and Licensee each may be referred to herein individually as a “Party” or collectively as the “Parties.”
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 1st, 2023 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Separation Agreement and General Release (the “Agreement”) is entered into by and between Imara Inc. (referred to throughout this Agreement as “Employer”) and Rahul Ballal (“Employee”). The term “Party” or “Parties” as used herein shall refer to Employer, Employee, or both, as may be appropriate. The Parties are subject to the terms of a certain Amended and Restated Letter Agreement, dated as of September 23, 2019, and amended on November 5, 2021 (collectively, the “Letter Agreement”), and to the terms of the Invention and Non-Disclosure Agreement and the Non-Competition and Non-Solicitation Agreement, each dated May 21, 2018 (together, the “Restrictive Covenant Agreements”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 1st, 2023 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Separation Agreement and General Release (the “Agreement”) is entered into by and between Imara Inc. (referred to throughout this Agreement as “Employer”) and Michael Gray (“Employee”). The term “Party” or “Parties” as used herein shall refer to Employer, Employee, or both, as may be appropriate. The Parties are subject to the terms of a certain Amended and Restated Letter Agreement, dated as of September 23, 2019 and amended on November 5, 2021 (collectively, the “Letter Agreement”) and to the terms of the Employee Confidentiality, Assignment and Noncompetition Agreement, dated as of April 1, 2019 (the “Restrictive Covenant Agreement”).
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONEnliven Therapeutics, Inc. • March 21st, 2023 • Pharmaceutical preparations
On October 13, 2022, Imara Inc. (“Imara” or the “Company”), Enliven Therapeutics, Inc. (“Enliven”), and a wholly owned subsidiary of Imara, Iguana Merger Sub, Inc. (“Merger Sub”) entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the Merger Agreement, among other matters, Merger Sub merged with and into Enliven, with Enliven becoming a wholly-owned subsidiary of Imara and the surviving corporation of the merger, which transaction is referred to as the Merger. Following the closing of the Merger, Imara changed its name to Enliven Therapeutics, Inc. and Enliven Therapeutics, Inc. changed its name to Enliven Inc.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 15th, 2022 • IMARA Inc. • Pharmaceutical preparations
This license agreement (this "Agreement") is made and is effective as of April 25, 2012 (the "Effective Date") between The UAB Research Foundation ("UABRF") and Complexa, Inc. (the "Licensee").
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 7th, 2022 • IMARA Inc. • Pharmaceutical preparations • Delaware
May 18, 2022 Michael P. GrayIMARA Inc. • August 3rd, 2022 • Pharmaceutical preparations
You are a key member of the senior management team of Imara Inc. (the “Company”). As a result, subject to the terms and conditions of this letter agreement, you will be eligible for the following retention benefits should you remain employed by the Company through the specified milestones set forth herein. This letter agreement shall amend and restate in its entirety that certain letter agreement, dated May 5, 2022 (the “May 5 Agreement”), between you and the Company and the retention benefits provided herein shall replace any such retention benefits provided in the May 5 Agreement.
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6). ENLIVEN THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2024 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (the “Agreement”) is made as of March 19, 2024 (the “Effective Date”), by and among Enliven Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers whose names and addresses are set forth on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”).
November 5, 2021 Rahul D. Ballal, Ph.D. Dear Rahul, You are a key member of the senior management team of Imara Inc. (the “Company”). As a result, the Company would like to amend that certain letter agreement (the “Letter Agreement”), dated September...Letter Agreement • November 9th, 2021 • IMARA Inc. • Pharmaceutical preparations
This first amendment (the “First Amendment”) to the Letter Agreement, is effective as of the date set forth above (the “Amendment Effective Date”) and shall update the terms of your employment with the Company as set forth below.
ENLIVEN THERAPEUTICS, INC. CONSULTING AGREEMENTConsulting Agreement • January 9th, 2023 • IMARA Inc. • Pharmaceutical preparations • California
This Consulting Agreement (this “Agreement”) is made and entered into as of January 8, 2020 (the “Effective Date”) by and between EnLiven Therapeutics, Inc., a Delaware corporation with its principal place of business at 496 Crestlake Dr., San Francisco, CA 94132 (the “Company”), and Richard Heyman, an individual with a principal address at [***] (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among IMARA INC., IGUANA MERGER SUB, INC. and ENLIVEN THERAPEUTICS, INC. Dated as of October 13, 2022Agreement and Plan of Merger • October 13th, 2022 • IMARA Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 13, 2022, is entered into by and among Imara Inc., a Delaware corporation (“Public Company”); Iguana Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and Enliven Therapeutics, Inc. a Delaware corporation (“Merger Partner”).
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • August 14th, 2020 • IMARA Inc. • Pharmaceutical preparations • Massachusetts
This Separation and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined below) by and between IMARA, Inc. (the “Company”) and Willem Scheele (“Executive”) (together, the “Parties”).
IMARA Inc. Info@Imaratx.com www.imaratx.comIMARA Inc. • September 7th, 2022 • Pharmaceutical preparations
This first amendment (the “First Amendment”) to the Retention Agreement, is effective as of the date set forth above (the “Amendment Effective Date”) and shall update the terms of the Retention Agreement as set forth below.
