Morphic Holding, Inc. Sample Contracts

5,333,334 Shares Morphic Holding, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • May 3rd, 2023 • Morphic Holding, Inc. • Pharmaceutical preparations • New York

Introductory. Morphic Holding, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,333,334 shares of its common stock, par value $0.0001 per share (“Shares”). The 5,333,334 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 800,000 Shares as provided in Section 2. The additional 800,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC and Cowen and Company, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional unde

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OPEN MARKET SALE AGREEMENTSM
Morphic Holding, Inc. • July 1st, 2020 • Pharmaceutical preparations • New York

Morphic Holding, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).

INDEMNITY AGREEMENT
Indemnity Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Delaware

This Indemnity Agreement, dated as of , 2019 is made by and between Morphic Holding, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 13th, 2023 • Morphic Holding, Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023 by and among Morphic Holding, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).

Contract
Morphic Holding, Inc. • June 14th, 2019 • Pharmaceutical preparations • California

THIS WARRANT AND THE UNITS 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.

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. Collaboration and Option Agreement Between MORPHIC...
Collaboration and Option Agreement • June 24th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • New York

This Collaboration and Option Agreement (this “Agreement”) is made and entered into as of October 16, 2018, 2018 (the “Execution Date”) by and between Morphic Therapeutic, Inc., a Delaware corporation (“Morphic”) and AbbVie Biotechnology Ltd, a corporation organized under the laws of Bermuda having its principal place of business at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (“AbbVie”). Morphic and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

MORPHIC HOLDING, INC. CONSULTING AGREEMENT (Timothy A. Springer, Ph.D.)
Consulting Agreement • February 27th, 2020 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts

This Consulting Agreement (this “Agreement”) is made effective as of December 5, 2019. In consideration for retaining Timothy A. Springer, Ph.D. (“Consultant”) by Morphic Holding, Inc., (the “Company”), a Delaware corporation. For good and valuable consideration, the parties hereby agree as follows:

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of December, 2018, by and among Morphic Holding, 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.”

LEASE OF PREMISES AT 35 GATEHOUSE DRIVE, WALTHAM, MASSACHUSETTS FROM ASTRAZENECA PHARMACEUTICALS LIMITED PARTNERSHIP TO MORPHIC ROCK THERAPEUTIC, INC.
Lease • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Delaware

The following is a summary of certain basic terms of this Lease which is intended for the convenience and reference of the parties. Capitalized terms used, but not defined, in this Summary of Basic Terms, have their defined meanings in this Lease. In addition, some of the following items or terms are incorporated into this Lease by reference to the item or term or to this “Summary of Basic Terms”.

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Bruce Rogers (the “Executive”) and Morphic Holding, Inc., a Delaware corporation (the “Company”)1, and is effective as of the Effective Date.

June 10, 2019 Bruce Rogers, Ph.D. Dear Bruce:
Morphic Holding, Inc. • June 14th, 2019 • Pharmaceutical preparations

This letter agreement amends and restates the offer letter between you and Morphic Holding, Inc. (the “Company”)1, dated December 10, 2015 (the “Prior Agreement”), effective as of the date immediately prior to the first date on which the Registration Statement on Form S-1 for the initial public offering of the Company’s common stock is declared effective by the United States Securities and Exchange Commission or, if later, the date that this Agreement is signed.

RESEARCH COLLABORATION AND OPTION AGREEMENT between JANSSEN PHARMACEUTICALS, INC. and MORPHIC THERAPEUTIC, INC. DATED: FEBRUARY 15, 2019
Research Collaboration and Option Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • New York

This Research Collaboration and Option Agreement (this “Agreement”), dated as of February , 2019 (the “Effective Date”), is made by and between Morphic Therapeutic, Inc. having an office at 35 Gatehouse Drive A2, Waltham, MA 02451 92121 (“Morphic”), and Janssen Pharmaceuticals, Inc. having an office at 1125 Trenton-Harbourton Road, Titusville, NJ 08560 (“Janssen”). Each of Morphic and Janssen may be referred to herein as a “Party” or together as the “Parties.”

AMENDED AND RESTATED AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM
Morphic Holding, Inc. • August 11th, 2021 • Pharmaceutical preparations • New York

This amended and restated Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”), which amends and restates the amendment No. 1 to the Open Market Sale Agreementsm dated as of August 4, 2021 (the “Original Amendment”), is entered into as of the date first written above by Morphic Holding, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (“Agent”), that are parties to that certain Open Market Sale AgreementSM, dated July 1, 2020 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement and amend and restate the Original Amendment as follows:

Collaboration Agreement
Collaboration Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts

This COLLABORATION AGREEMENT (“Agreement”), dated as of June 10, 2015, is made by and between Morphic Rock Therapeutic, Inc. (“Client”), a Delaware corporation with offices at 1000 Winter Street, Suite 3350, Waltham, MA 02451 and SCHRÖDINGER, LLC (“Schrödinger”), a Delaware limited liability company, with offices at 120 West 45th Street, 17th Floor, New York, New York 10036.

AMENDMENT NO. 1 TO RESEARCH COLLABORATION AND OPTION AGREEMENT
Research Collaboration and Option Agreement • March 1st, 2021 • Morphic Holding, Inc. • Pharmaceutical preparations

This Amendment No. 1 to Research Collaboration and Option Agreement (this “First Amendment”) is dated as of December 30, 2020 (the “Amendment Effective Date”) by and between:

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 10th, 2020 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Marc Schegerin, M.D. (the “Executive”) and Morphic Holding, Inc., a Delaware corporation (the “Company”) 1, and is effective as of the Effective Date.

Change in Control and Severance Agreement
Control and Severance Agreement • April 29th, 2021 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Peter Linde (the “Executive”) and Morphic Holding, Inc., a Delaware corporation (the “Company”) 1, and is effective as of the Effective Date.

FIFTH AMENDMENT OF LEASE
Lease • November 4th, 2021 • Morphic Holding, Inc. • Pharmaceutical preparations

THIS FIFTH AMENDMENT OF LEASE (the “Amendment”) is made and entered into as of August 17, 2021 (the “Amendment Effective Date”) by and between ASTRAZENECA PHARMACEUTICALS LP (“Landlord”) and MORPHIC THERAPEUTIC, INC. (f/k/a Morphic Rock Therapeutic, Inc., “Tenant”).

Collaboration Agreement
Collaboration Agreement • May 22nd, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts

This COLLABORATION AGREEMENT (“Agreement”), dated as of June 10, 2015, is made by and between Morphic Rock Therapeutic, Inc. (“Client”), a Delaware corporation with offices at 1000 Winter Street, Suite 3350, Waltham, MA 02451 and SCHRÖDINGER, LLC (“Schrödinger”), a Delaware limited liability company, with offices at 120 West 45th Street, 17th Floor, New York, New York 10036.

MORPHIC HOLDING, INC. FORM STOCK RESTRICTION AGREEMENT
Form Stock Restriction Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Delaware

This Stock Restriction Agreement (this “Agreement”) is made by and between Morphic Holding, Inc., a Delaware corporation previously organized as Morphic Holding, LLC, a Delaware limited liability company (the “Company”), and the undersigned Stockholder (the “Stockholder”).

CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO...
Research Collaboration and Option Agreement • August 4th, 2021 • Morphic Holding, Inc. • Pharmaceutical preparations

This Amendment No. 2 to Research Collaboration and Option Agreement (this “Second Amendment”) is dated as of June 18, 2021 (the “Amendment Effective Date”) by and between:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2023 • Morphic Holding, Inc. • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023 by and among Morphic Holding, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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