LENZ THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 18th, 2024 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between LENZ Therapeutics, Inc. (previously named Graphite Bio, Inc.), a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
14,000,000 Shares GRAPHITE BIO, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT June 24, 2021Underwriting Agreement • June 30th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • New York
GRAPHITE BIO, INC. Shares of Common Stock (par value $0.00001 per share) Controlled Equity OfferingSM Sales AgreementGraphite Bio, Inc. • July 21st, 2022 • Biological products, (no disgnostic substances) • New York
Graphite Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
GRAPHITE BIO, INC. DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [__________], 202[_] by and between Graphite Bio, Inc., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).
LEASE AGREEMENTLease Agreement • May 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this 26th day of February, 2021, between ARE-SAN FRANCISCO NO. 65, LLC, a Delaware limited liability company (“Landlord”), and GRAPHITE BIO, INC., a Delaware corporation (“Tenant”).
SUMMARY OF BASIC LEASE INFORMATIONLease • December 20th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California
LENZ THERAPEUTICS, INC. Confirmatory Employment Letter March 21, 2024Letter Agreement • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances)
This letter agreement (the “Agreement”) is entered into between LENZ Therapeutics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the later of the Closing (as defined below) or the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the terms and conditions of your employment with the Company as of the Effective Date.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of March 21, 2024, by and among Graphite Bio, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several investors signatory hereto (each, an “Investor” and collectively, the “Investors”).
LENZ THERAPEUTICS, INC. SUPPORT AGREEMENTSupport Agreement • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of November 14, 2023 is made by and among Graphite Bio, Inc., a Delaware corporation (“Parent”), Lenz Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company.
ContractGraphite Bio, Inc. • June 21st, 2021 • Biological products, (no disgnostic substances)
[***] Certain information in this document has been omitted from this exhibit pursuant to Item 601(b) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential.
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • June 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California
This Option Agreement (“Option” or “Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Graphite Bio, Inc., a Delaware corporation (“Graphite”), having a principal place of business at 279 East Grand Ave., South San Francisco, CA 94080, is effective on the 22nd day of January, 2021 (“Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among GRAPHITE BIO, INC., GENERATE MERGER SUB, INC. and LENZ THERAPEUTICS, INC. Dated as of November 14, 2023Support Agreement • November 15th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 14, 2023, by and among Graphite Bio, Inc., a Delaware corporation (“Parent”), Generate Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Lenz Therapeutics, Inc., a Delaware corporation (the “Company”).
Re: Executive Offer LetterGraphite Bio, Inc. • June 4th, 2021 • Biological products, (no disgnostic substances) • California
Integral Medicines, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment pursuant to the terms of this Executive Offer Letter (the “Agreement”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California
This Agreement (“Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Graphite Bio, Inc. (“Graphite”), a Delaware corporation having a principal place of business at 279 East Grand Ave., South San Francisco, CA 94080, is effective on the 7th day of December, 2020 (“Effective Date”).
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • June 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California
This Option Agreement (“Option” or “Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Graphite Bio, Inc., a Delaware corporation (“Graphite”), having a principal place of business at 279 East Grand Ave., South San Francisco, CA 94080, is effective on the 12th day of April, 2021 (“Effective Date”).
ADVISOR AGREEMENTAdvisor Agreement • June 4th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California
THIS ADVISOR AGREEMENT (this “Agreement”) is made and entered into as of 3/24/20 (the “Effective Date”), by and between INTEGRAL MEDICINES, INC., a Delaware corporation (the “Company”), and MATTHEW PORTEUS (“Advisor”). The Company and Advisor may be referred to herein individually as “Party” or collectively as “Parties”.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 4th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 11th day of March, 2021, by and among Graphite Bio, 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 each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
SUBSCRIPTION AGREEMENTRegistration Rights Agreement • November 15th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of November 14, 2023 (the “Effective Date”), by and among Graphite Bio, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).
LOCK-UP AGREEMENTUp Agreement • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances)
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 11th day of March, 2021, by and among Graphite Bio, 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 each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Master Development and Manufacturing Services Agreement • March 20th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Master Development and Manufacturing Services Agreement (the “Agreement”) is made and entered into as of November 7, 2022 (the “Effective Date”) by and between WuXi Advanced Therapies Inc., a Delaware corporation with an office located at 4701 League Island Blvd., Philadelphia, Pennsylvania 19112 (“WuXi ATU”) and Graphite Bio, Inc., a company organized under the laws of the state of Delaware, United States, with office located at 201 Haskins Way, Suite 210, South San Francisco CA 94080 (“Graphite”). Graphite and WuXi ATU are referred to herein individually as a “Party” and collectively as the “Parties”.
SUBLEASESublease • October 30th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances)
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of October 26, 2023, and is made by and between Graphite Bio, Inc., a Delaware corporation (“Sublessor”), and Soleil Labs, LLC, a Delaware limited liability company (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
ContractGraphite Bio, Inc. • June 21st, 2021 • Biological products, (no disgnostic substances)
[***] Certain information in this document has been omitted from this exhibit pursuant to Item 601(b) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential.
PRESBYOPIA THERAPIES, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKGraphite Bio, Inc. • December 6th, 2023 • Biological products, (no disgnostic substances) • Delaware
THIS CERTIFIES THAT, for value received, the Holder set forth above is entitled to subscribe for and purchase from Presbyopia Therapies, Inc., a Delaware corporation (the “Company”) shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) as set forth below.
GRAPHITE BIO, INC.Separation Agreement and Release • November 13th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California
This letter confirms our previous discussions concerning your employment with Graphite Bio, Inc. (the “Company”). On August 21, 2023 (the “Termination Date”), your employment with the Company shall end and your status with the Company shall change to no longer employed, and your consulting relationship will commence.
ASSET PURCHASE AGREEMENT by and between MARO BIO INC., a Delaware corporation and GRAPHITE BIO, INC., a Delaware corporation Dated as of August 1, 2023Asset Purchase Agreement • February 5th, 2024 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
PRESBYOPIA THERAPIES, INC. WARRANT TO PURCHASE SHARES OF SERIES A PREFERRED STOCKGraphite Bio, Inc. • December 6th, 2023 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, ____________________ or its assigns (the “Holder”) is entitled to purchase the number of fully paid and non-assessable shares of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), of Presbyopia Therapies, Inc., a Delaware corporation (the “Company”) as set forth below and subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is one of a series of warrants being issued by the Company in connection with the transactions contemplated by that certain Series A Stock Purchase Agreement dated as of October 30, 2020 by and between the Company, the Holder and the other Purchasers party thereto (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • January 18th, 2024 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of April 12th, 2022 (the “Effective Date”) by and between:
ContractGraphite Bio, Inc. • May 21st, 2021 • Biological products, (no disgnostic substances)
[***] Certain information in this document has been omitted from this exhibit pursuant to Item 601(b) of Regulation S-K because it is not material.
LENZ Therapeutics, Inc. Employment Letter March 21, 2024LENZ Therapeutics, Inc. • March 22nd, 2024 • Biological products, (no disgnostic substances)
LENZ Therapeutics, Inc. (the “Company” or “we”) is pleased to offer you employment pursuant to this letter agreement (the “Agreement”), effective as of March 21, 2024 (the “Effective Date”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances)
On November 14, 2023, Graphite Bio, Inc., a Delaware corporation (“Graphite”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between Graphite, Generate Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Graphite (“Merger Sub”), and Lenz Therapeutics, Inc., a Delaware corporation (“LENZ”), pursuant to which, Merger Sub merged with and into LENZ, with LENZ continuing as a wholly owned subsidiary of Graphite and the surviving corporation of the merger. On March 21, 2024, Graphite, Merger Sub and Lenz consummated the transactions contemplated by the Merger Agreement, Merger Sub was merged with and into Lenz and Lenz became a wholly owned subsidiary of Graphite (the “merger”). On March 21, 2024, in connection with the transactions contemplated by the Merger Agreement, Graphite (i) effected a reverse stock split of Graphite’s common stock, par value $0.00001 per share (“Graphite common stock”), at a ratio of 1:7 (the “reverse stock split”
FIRST AMENDMENT TO LEASELease • October 30th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California
This First Amendment to Lease (this "Amendment") is entered into as of the 26th day of October, 2023 (the “Amendment Effective Date”), by and between BAYSIDE AREA DEVELOPMENT, LLC, a Delaware limited liability company (" XE "Landlord" Landlord"), and GRAPHITE BIO, INC., a Delaware corporation (" XE "Tenant" Tenant").
LICENSE AGREEMENTLicense Agreement • June 11th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This License Agreement (this “Agreement”) is effective as of June 7, 2021 (the “Effective Date”), by and between Integrated DNA Technologies, Inc., a Delaware corporation located at 1710 Commercial Park, Coralville, Iowa 52241 (“IDT”), and Graphite Bio, Inc., a Delaware corporation located at 279 E Grand Ave., Suite 430, South San Francisco, CA 94080 (“Graphite”). IDT and Graphite are each sometimes referred to herein as a “Party” or collectively as the “Parties.”
LICENSE AND OPTION AGREEMENTLicense and Option Agreement • February 5th, 2024 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California
This License and Option Agreement (this “Agreement”) is entered into as of August 4, 2023 (the “Effective Date”), by and between Kamau Therapeutics, Inc., a corporation existing under the laws of Delaware, having a place of business at [***] (“Licensee”) and Graphite Bio, Inc. a corporation existing under the laws of Delaware, having a place of business at 201 Haskins Way, Suite 210, South San Francisco, CA 94080 (“Graphite”). Each of Licensee and Graphite is referenced herein as a “Party” and collectively, the “Parties.”
LENZ Therapeutics and Graphite Bio Announce Merger Agreement - Merger to create NASDAQ-listed, late clinical-stage biopharmaceutical company focused on advancing LENZ Therapeutics’ lead assets for the treatment of presbyopia - Combined company...Merger Agreement • November 15th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances)
SAN DIEGO & SOUTH SAN FRANCISCO, Calif., - November 15, 2023 - (BUSINESS WIRE) — LENZ Therapeutics, a late-stage biopharmaceutical company focused on developing and commercializing innovative therapies to improve vision, and Graphite Bio, Inc. (NASDAQ: GRPH) today announced that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction. The lead programs of the combined company will address presbyopia, the inevitable loss of near vision that impacts the daily lives of nearly all people over the age of 45. The combined company is expected to trade on Nasdaq under the ticker symbol “LENZ.”
