17,600,000 Shares MODERNA, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT May 18, 2020Underwriting Agreement • May 20th, 2020 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
MODERNA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 7th day of May, 2018, by and among Moderna Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto together with any subsequent transferees who become parties hereto as “Investors” pursuant to Section 6.1 and any subsequent purchasers of Preferred Stock who become parties hereto as “Investors” pursuant to Section 6.9 below, each of which is referred to in this Agreement as an “Investor”.
MODERNA, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Moderna, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
MODERNA, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Moderna, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
Master Collaboration and License Agreement by and between MODERNA THERAPEUTICS, INC. and MERCK SHARP & DOHME CORP. January 12, 2015Collaboration and License Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Master Collaboration and License Agreement (this “Agreement”), dated as of January 12, 2015 (the “Effective Date”), is made by and between Moderna Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“Moderna”), and Merck Sharp & Dohme Corp., a corporation organized and existing under the laws of New Jersey (“Merck”). Each of Moderna and Merck may be referred to herein as a “Party” or together as the “Parties”.
GLOBAL LONG TERM AGREEMENTGlobal Long Term Agreement • October 30th, 2020 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Global Long Term Agreement is made as of September 4, 2020, and effective as of May 1, 2020 (the “Effective Date”) among Lonza Ss Ltd., having an address at Münchensteinerstrasse 38, 4002 Basel, Switzerland] (“LONZA SALES”), Lonza Ltd., having an address at Münchensteinerstrasse 38, 4002 Basel, Switzerland (“LONZA LTD”, and together with LONZA SALES, “LONZA”), and ModernaTX, Inc., with an address at 200 Technology Square, Cambridge, MA 02139 USA (“MODERNA” or “CLIENT”) (each, a “Party” and, collectively, the “Parties”).
Amended and Restated Option Agreement by and between ModernaTx, Inc., and AstraZeneca AB June 15, 2018Option Agreement • October 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated Option Agreement (this “A&R Option Agreement”) is made on the Amendment Effective Date by and between ModernaTx, Inc., a Delaware corporation (“Moderna”) and AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with offices at SE-431 83 Mölndal, Sweden (“AstraZeneca”). Each of Moderna and AstraZeneca may be referred to herein as a “Party” or together as the “Parties.”
Patent Sublicense AgreementPatent Sublicense Agreement • October 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Patent Sublicense Agreement (“Agreement”) is between CELLSCRIPT, LLC, a Wisconsin limited liability company having a place of business at 726 Post Road, Madison, WI 53713, USA (“Cellscript”) and ModernaTx, Inc., a Delaware corporation having a place of business at 320 Bent Street, Cambridge, MA 02141, USA (“Company”). This Agreement is effective as of June 26, 2017 (the “Effective Date”). Each of Company and Cellscript are referred to herein as a “Party” and collectively as the “Parties”.
ContractOption and Incentive • May 6th, 2021 • Moderna, Inc. • Biological products, (no disgnostic substances)
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) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Jorge M. Gomez [***], NC 28207 Re: Executive Separation Agreement and ReleaseModerna, Inc. • May 13th, 2022 • Biological products, (no disgnostic substances) • North Carolina
Following up on discussions yesterday, this letter confirms the ending of your employment with Moderna (ModernaTx, Inc. or, alternatively, one of its US-based subsidiaries to which you may be assigned, hereafter “Moderna” or the “Company”) effective May 10, 2022 (the “Separation Date”).
Patent Sublicense AgreementPatent Sublicense Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Patent Sublicense Agreement (“Agreement”) is between CELLSCRIPT, LLC, a Wisconsin limited liability company having a place of business at 726 Post Road, Madison, WI 53713, USA (“Cellscript”) and ModernaTx, Inc., a Delaware corporation having a place of business at 320 Bent Street, Cambridge, MA 02141, USA (“Company”). This Agreement is effective as of June 26, 2017 (the “Effective Date”). Each of Company and Cellscript are referred to herein as a “Party” and collectively as the “Parties”.
Re: Updated Executive Retirement and Strategic Consulting AgreementConsulting Agreement • June 1st, 2022 • Moderna, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Updated Executive Retirement and Strategic Consulting Agreement (the “Agreement”) between you and ModernaTX, Inc. (together with its parents, subsidiaries, and affiliates including Moderna Services, Inc., the “Company”) sets forth the terms of your voluntary retirement from the Company on your extended retirement date of December 31, 2022 or such earlier date that the Company’s successor Chief Financial Officer commences employment (the “Retirement Date”) or the date your employment is terminated due to your death or Disability or by the Company for Cause prior to the Retirement Date (the “Last Day Worked”)1 and, in the event of your retirement on the Retirement Date, offers you the opportunity to provide consulting services for the Company through March 2, 2026. The terms of this Agreement supercede the terms of the Executive Retirement and Strategic Consulting Agreement dated April 8, 2022, which you signed on April 10, 2022.
Amended and Restated Option Agreement by and between ModernaTx, Inc., and AstraZeneca AB June 15, 2018Option Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated Option Agreement (this “A&R Option Agreement”) is made on the Amendment Effective Date by and between ModernaTx, Inc., a Delaware corporation (“Moderna”) and AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with offices at SE-431 83 Mölndal, Sweden (“AstraZeneca”). Each of Moderna and AstraZeneca may be referred to herein as a “Party” or together as the “Parties.”
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE MODERNA, INC. 2018 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement for Company Employees • February 23rd, 2024 • Moderna, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Moderna, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Moderna, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE MODERNA, INC. 2018 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement for Company Employees • February 23rd, 2024 • Moderna, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Moderna, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Moderna, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
Re: Executive Retirement and Strategic Consulting Agreement Dear David:Moderna, Inc. • May 4th, 2022 • Biological products, (no disgnostic substances) • Massachusetts
Under the Offer of Employment dated June 2, 2020 between you and ModernaTX, Inc. (together with its parents, subsidiaries, and affiliates, the “Company” and, together with you, the “Parties”), this Executive Retirement and Strategic Consulting Agreement (the “Agreement”) sets forth the terms of your voluntary retirement from the Company on your planned retirement date of July 8, 2022 (the “Retirement Date”) or such earlier date if your employment is terminated due to your death or Disability or by the Company for Cause1 (whichever date is earlier, the “Last Day Worked”) and, in the event of your planned retirement on the Retirement Date, offers you the opportunity to provide consulting services for the Company through July 8, 2024. Until the Last Day Worked, you will continue to receive your current base salary and benefits and continue to vest in any outstanding equity, but you will not be expected to perform duties other than transitional duties as requested by the Company’s Chief Ex
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 8th, 2019 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Fifth Amendment to Collaboration and License Agreement (this “Fifth Amendment”) dated as of May 3, 2019 (the “Fifth Amendment Effective Date”), is made by and between ModernaTX, Inc. (f/k/a Moderna Therapeutics, Inc.), a corporation organized and existing under the laws of Delaware (“Moderna”), and Merck Sharp & Dohme Corp., a corporation organized and existing under the laws of New Jersey (“Merck”). Each of Moderna and Merck may be referred to herein as a “Party” or together as the “Parties”.
CONFIDENTIAL October 17, 2017 Stephen Hoge Brookline, MA 02446Moderna, Inc. • November 9th, 2018 • Biological products, (no disgnostic substances)
Moderna Therapeutics, Inc. (“Moderna”) values your contributions to Moderna and looks forward to you continuing to be a productive member of the leadership team. In recognition of your continued commitment, Moderna is offering you an opportunity to receive certain bonus compensation, all as described in detail in this letter agreement (the “Agreement”).
Amended and Restated mRNA Cancer Vaccine Collaboration and License Agreement by and between MODERNATX, INC. and MERCK SHARP & DOHME CORP. April 17, 2018Vaccine Collaboration and License Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Exhibit D to the Agreement covers financial planning, accounting policies and procedures to be followed in determining the Profit & Loss Share and the cost sharing between the Parties. The Profit & Loss Share shall be calculated on a Program-by-Program basis for a given Joint SAV Program or the PCV Program. The Profit & Loss Share is not a legal entity and has been defined for identification purposes only.
Re: Executive Separation and Transitional Services AgreementPersonal and Confidential • February 23rd, 2024 • Moderna, Inc. • Biological products, (no disgnostic substances) • Massachusetts
In accordance with the Amended and Restated Executive Severance Plan (the “Severance Plan”) of Moderna Inc. (individually, and together with any direct and indirect parents, subsidiaries, and affiliates, the “Company”), this executive separation and transitional services agreement (the “Agreement”) sets forth the terms of your continued employment with the Company through the earliest of (i) the close of business on June 28, 2024 (the “Anticipated Separation Date”) or (ii) such earlier date when your employment is terminated (a) by the Company with Cause, (b) due to your death or Disability, (c) pursuant to Section 1(c) below, or (d) by you (such actual last day of employment, the “Separation Date”)1. For purposes of this Agreement, the time period between December 29, 2023 and the Separation Date will be referred to as the “Transition Period.”
Amended and Restated Services and Collaboration Agreement by and between ModernaTx, Inc., and AstraZeneca AB June 15, 2018Services and Collaboration Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Services and Collaboration Agreement (this “Agreement”), dated as of June 15, 2018 (the “Amendment Effective Date”), is made by and between ModernaTx, Inc., a Delaware corporation (“Moderna”) and AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with offices at SE-431 83 Mölndal, Sweden (“AstraZeneca”). Each of Moderna and AstraZeneca may be referred to herein as a “Party” or together as the “Parties.”
January 17, 2019 Dr. John Mendlein Re: Strategic Advisor & Transition AgreementModerna, Inc. • March 13th, 2019 • Biological products, (no disgnostic substances) • Massachusetts
Thank you for your contributions over the last eight years toward building ModernaTX, Inc. (the “Company”), both while you served as a member of the Company’s Board of Directors (the “Board”) and, later, as an employee. This letter sets forth an agreement (“Agreement”) between you and the Company relating to your transition from employment.
Amended and Restated mRNA Cancer Vaccine Collaboration and License Agreement by and between MODERNATX, INC. and MERCK SHARP & DOHME CORP. April 17, 2018Vaccine Collaboration and License Agreement • August 30th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Exhibit D to the Agreement covers financial planning, accounting policies and procedures to be followed in determining the Profit & Loss Share and the cost sharing between the Parties. The Profit & Loss Share shall be calculated on a Program-by-Program basis for a given Joint SAV Program or the PCV Program. The Profit & Loss Share is not a legal entity and has been defined for identification purposes only.
Amended and Restated Services and Collaboration Agreement by and between ModernaTx, Inc., and AstraZeneca AB June 15, 2018Services and Collaboration Agreement • August 30th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Services and Collaboration Agreement (this “Agreement”), dated as of June 15, 2018 (the “Amendment Effective Date”), is made by and between ModernaTx, Inc., a Delaware corporation (“Moderna”) and AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with offices at SE-431 83 Mölndal, Sweden (“AstraZeneca”). Each of Moderna and AstraZeneca may be referred to herein as a “Party” or together as the “Parties.”
FIFTH AMENDMENT TO LEASELease • November 6th, 2019 • Moderna, Inc. • Biological products, (no disgnostic substances)
THIS FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is made as of August 28, 2019, by and between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and MODERNATX, INC., a Delaware corporation, formerly known as Moderna Therapeutics, Inc. (“Tenant”).
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • March 30th, 2020 • Moderna, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Executive Retention Agreement (this “Agreement”) is entered into effective as of March 29, 2020 (the “Effective Date”) between Tal Zaks, M.D. (the “Executive”) and Moderna, Inc. (the “Company,” together with Executive, the “Parties”).
EXECUTIVE RETENTION AND SEPARATION AGREEMENTExecutive Retention and Separation Agreement • May 7th, 2020 • Moderna, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Executive Retention Agreement (this “Agreement”) is entered into effective as of May 5, 2020 (the “Effective Date”) between Lorence Kim, M.D. (the “Executive”) and Moderna, Inc. (the “Company,” together with Executive, the “Parties”).
AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • February 26th, 2021 • Moderna, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Executive Retention Agreement (this “Agreement”) is entered into effective as of February 23, 2021 (the “Effective Date”) between Tal Zaks, M.D. (the “Executive”) and Moderna, Inc. (the “Company,” together with Executive, the “Parties”).
