•] Shares ADAGIO THERAPEUTICS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2021 • Adagio Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Invivyd, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 22nd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances) • New York
Invivyd, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
INVIVYD, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20__, and is between Invivyd, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2022 • Adagio Therapeutics, Inc. • Biological products, (no disgnostic substances) • Vermont
This Employment Agreement (“Agreement”) is made between Adagio Therapeutics, Inc., a Delaware corporation (the “Company”), and David Hering (the “Executive”), this 5h day of July, 2022. This Agreement supersedes in its entirety that certain Amended and Restated Employment Agreement, dated August 5, 2021, as amended on February 23, 2022 (the “Prior Agreement”), between the Executive and the Company.
Employment AGREEMENTEmployment Agreement • March 28th, 2024 • Invivyd, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Invivyd, Inc., a Delaware corporation (the “Company”), and Stacy Price (“Executive”), this 3rd day of February, 2023.
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2024 • Invivyd, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (“Agreement”) is made between Adagio Therapeutics, Inc., a Delaware corporation (the “Company”), and Peter Schmidt (the “Executive”) and is effective as of November 9, 2020 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), 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 November 9, 2020 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
SEPARATION AGREEMENTSeparation Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This letter sets forth the substance of the separation agreement (the “Agreement”) which Invivyd, Inc. (the “Company”) is offering to you to aid in your employment transition.
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2021 • Adagio Therapeutics, Inc. • Biological products, (no disgnostic substances) • New Hampshire
This Employment Agreement (“Agreement”) is made between Adagio Therapeutics, Inc., a Delaware corporation (the “Company”), and Tillman Gerngross (the “Executive”), this 5th day of August, 2021. This Agreement supersedes in its entirety that certain Consulting Agreement, dated June 19, 2020 (the “Prior Agreement”), between the Executive and the Company.
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF DAVID HERINGEmployment Agreement • August 10th, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This First Amendment to the Employment Agreement of David Hering (the “First Amendment”) is entered into this June 15, 2023 (the “Effective Date”), by and between David Hering (the “Executive”) and Invivyd, Inc. (the “Company”).
ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • July 16th, 2021 • Adagio Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS ASSIGNMENT AND LICENSE AGREEMENT (the “Agreement”) is made effective as of July 8, 2020 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Adagio Therapeutics, Inc., a Delaware corporation having an address at 303 Wyman Street, Suite 300, Waltham, Massachusetts 02451 (“Adagio”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER ONE TO THE COLLABORATION...Collaboration Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This Amendment Number One (this “Amendment”), dated November 18, 2022 (the “Amendment One Effective Date”), amends the Collaboration Agreement (the “Agreement”) dated May 21, 2021 (the “Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”) and Invivyd, Inc., a Delaware corporation having an address at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Invivyd”), formerly known as Adagio Therapeutics, Inc. (“Adagio”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. For clarity, “Invivyd” and “Adagio” refer to the same entity for purposes of this Agreement.
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF JANE HENDERSONEmployment Agreement • March 31st, 2022 • Adagio Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment to the Amended and Restated Employment Agreement of Jane Henderson (the “Amendment”) is entered into this 18th day of March 2022 (the “Amendment Effective Date”), by and between Jane Henderson (the “Executive”) and Adagio Therapeutics, Inc. (the “Company”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 11th, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Consulting Services Agreement (this “Agreement”), effective as of February 4, 2023, (“Effective Date”) is between INVIVYD, Inc. a Delaware corporation having a place of business at 1601 Trapelo Road, Suite 178, Waltham, MA 02451, and its successors or assignees (“Invivyd” or the “Company”) and RDBio Consulting LLC, a Pennsylvania Limited Liability Company (“Consultant”).
COMMERCIAL MANUFACTURING SERVICES AGREEMENTAdagio Therapeutics, Inc. • July 16th, 2021 • Biological products, (no disgnostic substances) • New York
THIS COMMERCIAL MANUFACTURING SERVICES AGREEMENT is made as of December 24, 2020 by and between WuXi Biologics (Hong Kong) Limited, a corporation organized under the laws of Hong Kong, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”), and Adagio Therapeutics, Inc., with an address at 303 Wyman Street, Suite 300, Waltham, MA 02451 (“Client”). WuXi Biologics and Client may be referred to herein as a “Party” or, collectively, as “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MASTER SERVICES AGREEMENTMaster Services Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This Master Services Agreement (this “Agreement”) is dated July 21, 2020 (the “Effective Date”) and is between Adagio Therapeutics, Inc. (“Client”), with an address at 303 Wyman Street, Suite 300, Waltham, MA 02451, and WuXi Biologics (Hong Kong) Limited, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”
AMENDMENT NUMBER TWO TO THE COLLABORATION AGREEMENTCollaboration Agreement • November 9th, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This Amendment Number Two (this “Amendment”), dated September 19, 2023 (the “Amendment Two Effective Date”), amends the Collaboration Agreement dated May 21, 2021, (the “Agreement”)as amended by that certain Amendment Number One to the Collaboration Agreement dated November 18, 2022 (“Amendment Number One”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”) and Invivyd, Inc., a Delaware corporation having an address at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Invivyd”), formerly known as Adagio Therapeutics, Inc. (“Adagio”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement or Amendment Number One. For clarity, “Invivyd” and “Adagio” refer to the same entity for purposes of this Amendment.
INVIVYD, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2024 • Invivyd, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20__, and is between Invivyd, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF PETER SCHMIDTEmployment Agreement • March 28th, 2024 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This First Amendment to the Employment Agreement of Peter Schmidt (the “Amendment”) is entered into this 6th day of December 2022 (the “Amendment Effective Date”), by and between Peter Schmidt (the “Executive”) and Invivyd, Inc. (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Invivyd, Inc., a Delaware corporation (the “Company”), and William Duke (“Executive”), this 19th day of July, 2023.
COMMON STOCK PURCHASE WARRANT INVIVYD, inc.Invivyd, Inc. • March 23rd, 2023 • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Population Health Partners, L.P., a Delaware limited partnership (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Applicable Issuance Date (as defined herein) with respect to the Applicable Warrant Shares (as defined below) and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on November 15, 2032 and (ii) the closing of a Fundamental Transaction in accordance with Section 3(d)(ii) (such earlier date, the “Termination Date”), but not thereafter, to subscribe for and purchase from Invivyd, Inc., a Delaware corporation (the “Company”), the Applicable Warrant Shares that become exercisable pursuant to the terms of this Warrant. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).
WORK ORDERInvivyd, Inc. • March 23rd, 2023 • Biological products, (no disgnostic substances)
THIS WORK ORDER, dated November 15, 2022 (this “Work Order”) is by and between Invivyd, Inc. (“Invivyd” or the “Company”) and Population Health Partners, L.P. (“PHP”), and upon execution will be incorporated into the Master Services Agreement, dated as of November 15, 2022 between Invivyd and PHP (the “Agreement”). Capitalized terms in this Work Order will have the same meaning as set forth in the Agreement. All terms and conditions of the Agreement will apply to this Work Order. To the extent that there is a conflict between a provision in this Work Order and a provision in the Agreement, the provisions in the Agreement shall govern. Invivyd hereby engages PHP as follows:
AMENDMENT NO. 2 TO THE CELL LINE LICENSE AGREEMENTLine License Agreement • March 28th, 2024 • Invivyd, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 2 TO THE CELL LINE LICENSE AGREEMENT (this “Amendment No. 2”), effective as of March 13, 2024 (“the Amendment No. 2 Effective Date”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”), and Invivyd, Inc. having its principal place of business at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED COMMERCIAL MANUFACTURING SERVICES AGREEMENTCommercial Manufacturing Services Agreement • November 9th, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances) • New York
THIS SECOND AMENDED AND RESTATED COMMERCIAL MANUFACTURING SERVICES AGREEMENT is made as of September 19, 2023 (“Effective Date”) by and between WuXi Biologics (Hong Kong) Limited, a corporation organized under the laws of Hong Kong, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”), and Invivyd, Inc. (f/k/a Adagio Therapeutics, Inc.), with an address at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Client”). WuXi Biologics and Client may be referred to herein as a “Party” or, collectively, as “Parties.”
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JEREMY GOWLEREmployment Agreement • April 12th, 2024 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JEREMY GOWLER (the “Amendment”) is entered into this April 11, 2024 (the “Amendment Effective Date”), by and between JEREMY GOWLER (the “Executive”) and INVIVYD, INC. (the “Company”).
COLLABORATION AGREEMENTCollaboration Agreement • July 16th, 2021 • Adagio Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS COLLABORATION AGREEMENT (the “Agreement”) is made effective as of May 21, 2021 (the “Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Adagio Therapeutics, Inc., a Delaware corporation having an address at 303 Wyman Street, Suite 300, Waltham, Massachusetts 02451 (“Adagio”).
MASTER SERVICES AGREEMENTMaster Services Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made as of November 15, 2022 (the “Effective Date”) by and between Invivyd, Inc., a Delaware corporation with a principal office at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Invivyd”), and Population Health Partners, L.P., a Delaware limited partnership, with a principal office at 1200 Morris Turnpike, Suite 3005, Short Hills, NJ 07078 (“PHP”).
AMENDMENT NO. 1 TO THE CELL LINE LICENSE AGREEMENTLine License Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO THE CELL LINE LICENSE AGREEMENT (this “Amendment”), effective as of February 2, 2023 (“the Amendment Effective Date”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”), and Invivyd, Inc. having its principal place of business at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 13th, 2022 • Invivyd, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”), effective as of October 13, 2022, is between INVIVYD, INC. a Delaware corporation having a place of business at 1601 Trapelo Road, Suite 178, Waltham, MA 02451, and its successors or assignees (“Invivyd” or the “Company”) and Fred Driscoll, having a place of business at [***] (“Consultant”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF DAVID HERINGEmployment Agreement • March 31st, 2022 • Adagio Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment to the Amended and Restated Employment Agreement of David Hering (the “Amendment”) is entered into this 23rd day of February 2022 (the “Amendment Effective Date”), by and between David Hering (the “Executive”) and Adagio Therapeutics, Inc. (the “Company”).
CELL LINE LICENSE AGREEMENTLine License Agreement • July 16th, 2021 • Adagio Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Cell Line License Agreement (“Agreement”), effective as of December 2, 2020 (“Effective Date”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”) and Adagio Therapeutics, Inc., having an address at 303 Wyman Street, Suite 300, Waltham, MA 02451 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
