resTORbio, Inc. (a Delaware corporation) 7,200,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2019 • resTORbio, Inc. • Pharmaceutical preparations • New York
resTORbio, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and SVB Leerink LLC (“SVB Leerink”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and SVB Leerink are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,080,000 additional shares of Common Stock. The aforesaid 7,200,000
6,250,000 Shares Adicet Bio, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2021 • Adicet Bio, Inc. • Pharmaceutical preparations • New York
As Representatives of the several Underwriters named in Schedule A attached hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022
Capital On Demand™ Sales AgreementAdicet Bio, Inc. • March 12th, 2021 • Pharmaceutical preparations • New York
Adicet Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services, LLC (the “Agent”) as follows:
ADICET BIO, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2022 • Adicet Bio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between Adicet Bio, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made between Adicet Therapeutics, Inc., a Delaware corporation (the “Company”), and Don Healey (the “Executive”) and is dated as of September 24, 2020.
ADICET BIO, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of April 28, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and ADICET BIO, INC., a Delaware corporation (“Borrower”).
RESTORBIO, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2019 • resTORbio, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 8th day of May, 2019, between resTORbio, Inc., a Delaware corporation (the “Company”), and Lloyd Klickstein (the “Executive”) and is effective as of May 13, 2019 (the “Effective Date”).
RESTORBIO, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between resTORbio, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
Adicet Bio, Inc. Shares of Common Stock (par value $0.0001 per share) Sales AgreementAdicet Bio, Inc. • December 1st, 2020 • Pharmaceutical preparations • New York
Adicet Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Evercore Group L.L.C. and H.C. Wainwright & Co., LLC (each individually an “Agent” and collectively, the “Agents”) as follows:
Form of Pre-Funded Warrant ADICET BIO, INC. WARRANT TO PURCHASE COMMON STOCKAdicet Bio, Inc. • January 24th, 2024 • Pharmaceutical preparations • New York
Adicet Bio, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [___________] or its registered assigns (the “Holder”) is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [______] shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.0001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”) upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:
LEASE AGREEMENT By and Between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”) and ADICET BIO, INC., a Delaware corporation (“Tenant”) October 31, 2018Lease Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • California
THIS LEASE AGREEMENT, (this “Lease”) is made and entered into as of October 31, 2018 by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and Tenant identified in the Basic Lease Information below.
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2022 • Adicet Bio, Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made between Adicet Bio, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Executive”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 29th, 2017 • resTORbio, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 29th day of November, 2017, by and among resTORbio, 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 Section 6.9 hereof.
27,054,667 Shares And Pre-Funded Warrants to Purchase 8,445,333 Shares Adicet Bio, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2024 • Adicet Bio, Inc. • Pharmaceutical preparations • New York
As Representatives of the several Underwriters named in Schedule A attached hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022
RESTORBIO, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTForm of Officer Indemnification Agreement • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between resTORbio, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
OFFICE LEASE AGREEMENTOffice Lease Agreement • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations
This Office Lease Agreement (this “Lease”) is made and entered into as of January 8, 2018 (the “Effective Date”), by and between 500 BOYLSTON & 222 BERKELEY OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and resTORbio, Inc., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO LEASELease • November 8th, 2023 • Adicet Bio, Inc. • Pharmaceutical preparations
This Fourth Amendment to Lease (the "Agreement") is entered into as of July 31, 2023, 2023 ("Effective Date"), by and between WESTPORT OFFICE PARK, LLC, a Delaware limited liability company (formerly a California limited liability company) ("Landlord"), and ADICET THERAPEUTICS, INC., a Delaware corporation ("Tenant"), with respect to the following facts and circumstances:
resTORBIO, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2018 • resTORbio, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 30th day of August, 2018, between resTORbio, Inc., a Delaware corporation (the “Company”), and Meredith S. Manning (the “Executive”) and is effective as of September 17, 2018 (the “Effective Date”).
AMENDMENT TO OFFER LETTEROffer Letter • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations
This AMENDMENT TO OFFER LETTER (the “Amendment”) is made by and between reSTORbio, Inc., a Delaware corporation (the “Company”) and Joan Mannick, M.D. (the “Executive”), and is effective as of 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 “Effective Date”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer Letter (as defined below).
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) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This Amendment No. 2 to Amended and Restated License Agreement (this “Amendment”) dated as of January 13, 2016 (the “Effective Date”), is entered into among Technion Research and Development Foundation Ltd. (“TRDF”), Applied Immune Technology Ltd. (“AIT”), and Adicet Bio Inc. (“Adicet”) (TRDF, AIT and Adicet, collectively, the “Parties”), with respect to the following facts:
March 31, 2017 Joan Mannick, M.D. Dear Dr. Mannick:Non-Disclosure Agreement • December 29th, 2017 • resTORbio, Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Agreement”) confirms our agreement regarding your employment with resTORbio, Inc. (the “Company”) and shall be effective as of the date first written above.
Adicet Bio, Inc.Transition Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • California
This letter (the “Transition Agreement”) confirms the agreement between you and Adicet Bio, Inc. (the “Company”) (collectively, the “parties”) regarding the transition of your position with the Company on the following terms:
BUSINESS SERVICES, PERSONNEL AND INFORMATION MANAGEMENT AGREEMENTBusiness Services, Personnel And • December 1st, 2017 • resTORbio, Inc. • Pharmaceutical preparations • Massachusetts
This Business Services, Personnel and Information Management Agreement (“Agreement”) is entered into to be effective as of August 1, 2016 (the “Effective Date”) by and between resTORbio, Inc., a Delaware Corporation (the “Operating Company”’), PureTech Management, Inc., a Delaware corporation (the “PTM”), PureTech Health LLC, a Delaware limited liability company (“PureTech”) and PureTech Health plc, a UK public limited company (“PTH plc”).
INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • California
THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Agreement”) effective as of April 28, 2020 (the “Effective Date”), is entered into between Adicet Bio, Inc., a Delaware corporation (“Adicet”), and Anil Singhal (“Contractor”). The parties hereby agree as follows:
NON-QUALIFIED STOCK OPTION AGREEMENT ADICET BIO, INC. INDUCEMENT NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 12th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
Adicet Bio, 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 issued under the Adicet Bio, Inc. 2018 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”) and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this stock Option, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Stock Option as if this Stock Option had actually been issued under the Plan. This Stock Option has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace
LICENSE AGREEMENTLicense Agreement • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement (“Agreement”), made as of March 23, 2017 (“Effective Date”), is by and between Novartis International Pharmaceutical Ltd., a for-profit corporation with its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”) and resTORbio, Inc., a Delaware corporation located at 501 Boylston Street, Suite 6102, Boston, Massachusetts 02116 (“resTORbio”). Novartis and resTORbio are each referred to individually as a “Party” and together as the “Parties.”
FIRST AMENDMENT TO BUSINESS PARK LEASELease • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO BUSINESS PARK LEASE (“Amendment”) is entered into as of September , 2019, by and between FACEBOOK, INC., a Delaware corporation (as successor-in-interest to David D. Bohannon Organization, a California corporation), herein called “Landlord”, and ADICET BIO, INC., a Delaware corporation, herein called “Tenant”.
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) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This Amended and Restated License Agreement (collectively with exhibits and appendices hereto, the “Agreement”) is entered into on May _, 2014 (the “Execution Date”), by and between the Technion Research and Development Foundation Ltd. having a place of business at Senate house, Technion City, Haifa Israel, (“Licensor”), acting on behalf of itself and the Technion-Israel Institute of Technology, and Applied Immune Technology Ltd, a company organized under the laws of the State of Israel and having a place of business at Gutwirth Industrial Park, Technion City, Haifa 32000 Israel (“Company”).
LEASELease • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • California
THIS LEASE is made this 30th day of September 2015, between DAVID D. BOHANNON ORGANIZATION, a California corporation, herein referred to as “Landlord,” and ADICET BIO, INC., a Delaware corporation, herein referred to as “Tenant”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2021 • Adicet Bio, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of February 12, 2021, by and among Adicet Bio, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is made and entered into as of July 8, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and ADICET BIO, INC. (“Borrower”).
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) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License and Collaboration Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO LICENSE AND COLLABORATION AGREEMENT (this “Amendment”) dated as of April 4th, 2019 (the “Amendment Date”), is entered into between REGENERON PHARMACEUTICALS, INC., a New York corporation (“Regeneron”), with a place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591, and ADICET BIO, INC. , a Delaware corporation (“Adicet”), with a place of business at 200 Constitution Drive, Menlo Park, California 94025 (with each of Regeneron and Adicet referred to herein individually as a “Party” and collectively as the “Parties”).:
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) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • September 16th, 2020 • Adicet Bio, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated License Agreement (collectively with exhibits and appendices hereto, the “Amendment”) is entered into on June 30th, 2015 (“Execution Date”) by and between the Technion Research and Development Foundation Ltd. having a place of business at Senate house, Technion City, Haifa Israel (“Licensor”), acting on behalf of itself and the Technion- Israel Institute of Technology, and Applied Immune Technology Ltd., a company organized under the laws of the State of Israel and having a place of business at Gutwirth Industrial Park, Technion City, Haifa 32000 Israel (“Company”).
NON-QUALIFIED STOCK OPTION AGREEMENT Adicet Bio, INC. INDUCEMENT NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 9th, 2023 • Adicet Bio, Inc. • Pharmaceutical preparations
Adicet Bio, 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 2018 Plan (as defined below). This Stock Option is not issued under the Adicet Bio, Inc. 2018 Stock Option and Incentive Plan, as amended through the date hereof (the “2018 Plan”), or the Adicet Bio, Inc. 2022 Inducement Plan (the “Inducement Plan”) and does not reduce the share reserves under the 2018 Plan or Inducement Plan. However, for purposes of interpreting the applicable provisions of this stock Option, the terms and conditions of the 2018 Plan (other than those applicable to the share reserve) shall govern and apply to this Stock Option as if this Stock Option had actual
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 25th, 2021 • Adicet Bio, Inc. • Pharmaceutical preparations
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of October 21, 2021 and effective as of October 19, 2021, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and ADICET THERAPEUTICS, INC., a Delaware corporation formerly known as Adicet Bio, Inc. (“Borrower”).
