Biomea Fusion, Inc. 5,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementBiomea Fusion, Inc. • April 3rd, 2023 • Pharmaceutical preparations • New York
Biomea Fusion, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“JPM”) and Citigroup Global Markets Inc. (“Citi”) are acting as representatives (the “Representatives”), an aggregate of 5,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 750,000 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”.
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • May 16th, 2022 • Biomea Fusion, Inc. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ • ], 20[ • ] by and between Biomea Fusion, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 26th, 2021 • Biomea Fusion, Inc. • Pharmaceutical preparations • California
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 18th day of December, 2020, by and among Biomea Fusion, 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”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
BIOMEA FUSION, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • April 12th, 2021 • Biomea Fusion, Inc. • Pharmaceutical preparations • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [____________] (“Executive”) and Biomea Fusion, Inc. (the “Company”), effective as of [the latest date set forth by the signatures of the parties hereto below]/[the date Executive commences employment with the Company] (the “Effective Date”).
BIOMEA FUSION, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 26th, 2021 • Biomea Fusion, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the option grant summary tab (“Grant Notice”) on the website to which this Stock Option Agreement (this “Agreement”) is associated, Biomea Fusion, Inc. (the “Company”) has granted to the option holder set forth in the Grant Notice (“Participant”) an option (the “Option”) under the Company’s 2020 Equity Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock (the “Shares”) indicated in the Grant Notice. By his or her electronic acceptance of this Option on the Grant Notice, Participant agrees to be bound by the terms and conditions of the Plan, this Agreement and the Grant Notice. Participant has reviewed this Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Option and fully understands all provisions of the Grant Notice, this Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administr
BIOMEA FUSION, INC. EQUITY DISTRIBUTION AGREEMENTDistribution Agreement • November 25th, 2022 • Biomea Fusion, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Biomea Fusion, Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
May 11, 2021 Franco Valle Franco.valle@gmail.com Dear Franco Valle,Biomea Fusion, Inc. • August 11th, 2021 • Pharmaceutical preparations
SUBLEASESublease • September 9th, 2022 • Biomea Fusion, Inc. • Pharmaceutical preparations
This Sublease (“Sublease”), dated September 7, 2022 (the “Execution Date”), is entered into by and between BOX, INC., a Delaware corporation (“Sublandlord”), and BIOMEA FUSION, INC., a Delaware corporation (“Subtenant”).
UPDATED FORM EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT ADOPTED NOVEMBER 13, 2023Control and Severance Agreement Adopted November • March 28th, 2024 • Biomea Fusion, Inc. • Pharmaceutical preparations • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between NAME (“Executive”) and Biomea Fusion, Inc. (the “Company”), effective as of HIRE DATE (the “Effective Date”).
September 15, 2020 Rainer Matthias Erdtmann Dear Rainer Erdtmann:Biomea Fusion, Inc. • March 26th, 2021 • Pharmaceutical preparations • California
July 1, 2020 Thomas Butler Dear Thomas,Biomea Fusion, Inc. • March 26th, 2021 • Pharmaceutical preparations
FIRST AMENDMENT TO CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • April 22nd, 2022 • Biomea Fusion, Inc. • Pharmaceutical preparations • California
This First Amendment to Change in Control and Severance Agreement (this “Amendment”) is executed as of [•], 2022, by and between Biomea Fusion, Inc., a Delaware corporation (the “Company”), and [•] (the “Executive”).
August 12, 2020 Sunny Lee Ryan Dear Sunny:Biomea Fusion, Inc. • March 26th, 2021 • Pharmaceutical preparations
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • August 11th, 2021 • Biomea Fusion, Inc. • Pharmaceutical preparations • California
This Transition and Separation Agreement (the "Agreement") by and between Sunny Lee Ryan ("Employee") and Biomea Fusion, Inc. (the "Company"), is made effective as of Employee's signature (the "Effective Date") with reference to the following facts:
