Monte Rosa Therapeutics, Inc. [•] Shares of Common Stock Underwriting AgreementMonte Rosa Therapeutics, Inc. • June 21st, 2021 • Biological products, (no disgnostic substances) • New York
Monte Rosa Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
MONTE ROSA THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt SecuritiesIndenture • July 1st, 2022 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [•], 202 , among MONTE ROSA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
OPEN MARKET SALE AGREEMENTSMMonte Rosa Therapeutics, Inc. • July 1st, 2022 • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”) is made between Monte Rosa Therapeutics, Inc., a Delaware corporation (the “Company”), and Filip Janku, MD, PhD (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”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below) and subject to Section 11, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the offer letter between the Executive and the Company dated April 27, 2021, as amended May 4, 2021 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
LEASE by and between B9 LS HARRISON & WASHINGTON LLC, a Delaware limited liability company and MONTE ROSA THERAPEUTICS, INC., a Delaware corporationLease • March 29th, 2022 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”) is entered into as of this 14th day of December, 2021 (the “Execution Date”), by and between B9 LS HARRISON & WASHINGTON LLC, a Delaware limited liability company with offices located at 4570 Executive Drive, Suite 400, San Diego, California 92121 (“Landlord”), and MONTE ROSA THERAPEUTICS, INC., a Delaware corporation, with offices located at 645 Summer Street, Suite 102, Boston, Massachusetts 02210 (“Tenant”).
MONTE ROSA THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Monte Rosa Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).
MONTE ROSA THERAPEUTICS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Monte Rosa Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2022 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”) is made between Monte Rosa Therapeutics, Inc., a Delaware corporation (the “Company”), and Jullian Jones, Ph.D., J.D., MBA (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”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below) and subject to Section 11, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the offer letter between the Executive and the Company dated July 29, 2020 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 26th, 2023 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2023, by and among Monte Rosa Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2022 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”) is made between Monte Rosa Therapeutics, Inc., a Delaware corporation (the “Company”), and Philip Nickson, JD, Ph.D. (the “Executive”) and is effective as of March 1, 2022 (the “Effective Date”).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 19th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 11th day of March, 2021, by and among Monte Rosa Therapeutics, 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.”
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...Services Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SERVICES AGREEMENT (the “Agreement”) is made as of December 29, 2020, by and between Monte Rosa Therapeutics Ag (“Recipient”), and Monte Rosa Therapeutics, Inc. (“Service Company”) and shall be effective as of January 1, 2020.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (the “Agreement”) is made effective as of the 1st day of September, 2020 (the “Contribution Date”) by and among the undersigned Shareholders (the “Shareholders”) of record of Monte Rosa Therapeutics AG, a company incorporated in Switzerland, having its registered office at Aeschenvorstadt 36, 4051 Basel, Switzerland (“MRTx Swiss”) as of immediately prior to the Contribution and Exchange (as defined below), and MONTE ROSA THERAPEUTICS, INC., a Delaware corporation (the “Company”).
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...Services Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS SERVICES AGREEMENT (this “Agreement”), effective as of 10 April, 2018 (the “Effective Date”), is by and between RIDGELINE THERAPEUTICS GMBH, a Basel Switzerland corporation (“Ridgeline”), and MONTE ROSA THERAPEUTICS AG (in formation), a corporation to be registered in Switzerland (the “Company”).
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...Collaboration and Option Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • England and Wales
THIS COLLABORATION AND OPTION AGREEMENT is entered into and made effective as of the 10th day of April, 2018 (the “Effective Date”), by and among:
645 SUMMER STREET BOSTON, MA LEASE AGREEMENT BETWEEN OPG MP PARCEL OWNER (DE) LLC, a Delaware limited liability company, AS LANDLORD AND MONTE ROSA THERAPEUTICS, INC., a Delaware corporation, AS TENANTLease Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Lease Agreement (this “Lease”) is made and entered into as of September 23, 2020 (the “Effective Date”), by and between OPG MP PARCEL OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and MONTE ROSA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
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...License Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • England and Wales
NOW, THEREFORE, in consideration of the foregoing, the covenants and premises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Employment Agreement Dated as of 17 June, 2021 by and betweenEmployment Agreement • June 21st, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances)
AGREEMENT FOR TERMINATION OF LEASEAgreement for Termination of Lease • May 11th, 2022 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
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...Collaboration and License Agreement • November 9th, 2023 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances)
WHEREAS, MRT is a biotechnology company that discovers and develops molecular glue degrader compounds for protein targets and possesses proprietary technology and intellectual property rights relating thereto; and
August 9, 2023 PERSONAL AND CONFIDENTIAL Ajim Tamboli, CFA Re: Separation Agreement Dear Ajim:Personal and Confidential • August 10th, 2023 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances)
This letter will confirm your resignation from Monte Rosa Therapeutics, Inc. (the “Company”) effective August 8, 2023 (the “Separation Date”). This letter also sets forth the terms of a separation agreement between you and the Company (the “Agreement”) that would provide you with severance pay and other benefits if you enter into, do not revoke, and comply with the Agreement.
