Odyssey Therapeutics, Inc. Sample Contracts
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•] between Odyssey Therapeutics, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
Odyssey Therapeutics, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances)
SHARE PURCHASE AGREEMENT AMONG ODYSSEY THERAPEUTICS, INC., RAHKO LIMITED, SELLERS, AND ROBERT IAN HOROBIN AND MIRIAM CHA, AS SELLERS’ REPRESENTATIVES DATED AS OF OCTOBER 6, 2021Share Purchase Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Share Purchase Agreement (this “Agreement”), dated as of October 6, 2021, is made by and among ODYSSEY THERAPEUTICS, INC., a Delaware corporation (“Buyer”), RAHKO LIMITED, a private limited company incorporated in England & Wales (registered number 11609778) (the “Company”), each of the shareholders listed in Part 1 and Part 2 of Schedule I (the “Sellers”), and ROBERT IAN HOROBIN of [***] and MIRIAM CHA of [***], solely in their capacity as the Sellers’ Representatives (as defined below).
SHARE PURCHASE AGREEMENT AMONG ODYSSEY THERAPEUTICS, INC., RAHKO LIMITED, BALDERTON CAPITAL GENERAL PARTNER VI S.L.P AND ROBERT IAN HOROBIN AND MIRIAM CHA, AS SELLERS’ REPRESENTATIVES DATED AS OF OCTOBER 6, 2021Share Purchase Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Share Purchase Agreement (this “Agreement”), dated as of October 6, 2021, is made by and among ODYSSEY THERAPEUTICS, INC., a Delaware corporation (“Buyer”), RAHKO LIMITED, a private limited company incorporated in England & Wales (registered number 11609778) (the “Company”), BALDERTON CAPITAL VI S.L.P, acting by its general partner Balderton Capital General Partner VI S.à.r.l, of [***] (the “Seller”), and ROBERT IAN HOROBIN of [***] and MIRIAM CHA of [***], solely in their capacity as the Seller’s Representatives (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Executive Employment Agreement (this “Agreement”) is made by and between Odyssey Therapeutics, Inc., a Delaware corporation (the “Company”, and together with any parent company, any and all direct or indirect subsidiaries of the Company, and their affiliates, in each case, existing now or in the future, “Odyssey”), and Gary Glick (the “Executive”), effective as of January 1, 2025 (the “Effective Date”).
COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN TERRAY THERAPEUTICS, INC. AND ODYSSEY THERAPEUTICS, INC. Dated September 11, 2024Collaboration and License Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into this 11th day of September, 2024 (the “Effective Date”), by and between Terray Therapeutics, Inc., a corporation organized under the laws of Delaware having its principal offices at 750 Royal Oaks Drive, Suite 100, Monrovia, CA 91016 (“Terray”), and Odyssey Therapeutics, Inc., a corporation organized under the laws of Delaware, having its principal offices at 51 Sleeper Street, Boston, MA 02210 (“Odyssey”). Terray and Odyssey are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of June 16, 2025, by and among ODYSSEY THERAPEUTICS, 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”.
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this...Strategic Collaboration, Option and License Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This STRATEGIC COLLABORATION, OPTION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of March 29, 2024 (the “Effective Date”) by and between JANSSEN PHARMACEUTICA NV, a corporation organized and existing under the laws of Belgium (“Janssen”), ODYSSEY THERAPEUTICS, INC., a corporation organized under the laws of Delaware (“Odyssey”). Janssen and Odyssey each may be referred to herein individually as a “Party” or collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ODYSSEY THERAPEUTICS, INC., IFM THERAPEUTICS, LLC, IFM MANAGEMENT, INC., IFM THERAPEUTICS GMBH IFM QUATTRO, INC., IFM CINQUE, INC., and IFM CONTINUA, INC. Dated as of May 6, 2022Membership Interest Purchase Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2022, is entered into by and among Odyssey Therapeutics, Inc., a Delaware corporation (“Purchaser”), IFM Therapeutics, LLC, a Delaware limited liability company (“Parent”), IFM Management, Inc., a Delaware corporation (“Management”), IFM Therapeutics GmbH, a limited liability company under the laws of the Federal Republic of Germany (“IFM GmbH”), IFM Quattro, Inc., a Delaware corporation (“Quattro”), IFM Cinque, Inc., a Delaware corporation (“Cinque”) and IFM Continua, Inc., a Delaware corporation (“Continua” and, together with Quattro and Cinque, the “Sellers” and each a “Seller” ). Purchaser, Parent, Management, IFM GmbH and the Sellers are sometimes referred to individually as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ODYSSEY THERAPEUTICS, INC., IFM THERAPEUTICS, LLC, IFM MANAGEMENT, INC., IFM THERAPEUTICS GMBH IFM QUATTRO, INC., IFM CINQUE, INC., and IFM CONTINUA, INC. Dated as of May 6, 2022Membership Interest Purchase Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2022, is entered into by and among Odyssey Therapeutics, Inc., a Delaware corporation (“Purchaser”), IFM Therapeutics, LLC, a Delaware limited liability company (“Parent”), IFM Management, Inc., a Delaware corporation (“Management”), IFM Therapeutics GmbH, a limited liability company under the laws of the Federal Republic of Germany (“IFM GmbH”), IFM Quattro, Inc., a Delaware corporation (“Quattro”), IFM Cinque, Inc., a Delaware corporation (“Cinque”) and IFM Continua, Inc., a Delaware corporation (“Continua” and, together with Quattro and Cinque, the “Sellers” and each a “Seller” ). Purchaser, Parent, Management, IFM GmbH and the Sellers are sometimes referred to individually as a “Party” and collectively as the “Parties.”
ContractWarrant to Purchase Stock • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Executive Employment Agreement (this “Agreement”) is made by and between Odyssey Therapeutics, Inc., a Delaware corporation (the “Company”, and together with any parent company, any and all direct or indirect subsidiaries of the Company, and their affiliates, in each case, existing now or in the future, “Odyssey”), and Gary D. Glick (the “Executive”), and shall become effective as of, and conditional upon, the day prior to the Public Trading Date (as defined below) (such date, the “Effective Date”).
MATERIAL TRANSFER AND EVALUATION AGREEMENTMaterial Transfer and Evaluation Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Odyssey Therapeutics, Inc., a company organized and existing under the laws of Delaware with offices at 51 Sleeper Street, Boston, MA 02210 (“Company” or “Odyssey”).
COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN TERRAY THERAPEUTICS, INC. AND ODYSSEY THERAPEUTICS, INC. Dated September 11, 2024Collaboration and License Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into this 11th day of September, 2024 (the “Effective Date”), by and between Terray Therapeutics, Inc., a corporation organized under the laws of Delaware having its principal offices at 750 Royal Oaks Drive, Suite 100, Monrovia, CA 91016 (“Terray”), and Odyssey Therapeutics, Inc., a corporation organized under the laws of Delaware, having its principal offices at 51 Sleeper Street, Boston, MA 02210 (“Odyssey”). Terray and Odyssey are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ODYSSEY THERAPEUTICS, INC.Restricted Stock Agreement • May 4th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Restricted Stock Agreement (the “Agreement”) is made between Odyssey Therapeutics, Inc. (the “Company”) and Ian Smith (the “Purchaser”) as of December 30, 2025 (the “Purchase Date”).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of October 25, 2023, by and among ODYSSEY THERAPEUTICS, 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”.
ODYSSEY THERAPEUTICS, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Stock Restriction Agreement (the “Agreement”) is entered into by and between Odyssey Therapeutics, Inc., a Delaware corporation (the “Company”), and Gary D. Glick (“Stockholder”), as of August 30, 2021 (the “Effective Date”).
ODYSSEY THERAPEUTICS, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Stock Restriction Agreement (the “Agreement”) is entered into by and between Odyssey Therapeutics, Inc., a Delaware corporation (the “Company”), and Gary D. Glick (“Stockholder”), as of August 30, 2021 (the “Effective Date”).
ContractWarrant to Purchase Stock • January 17th, 2025 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
Odyssey Therapeutics, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • May 4th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances)
COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN TERRAY THERAPEUTICS, INC. AND ODYSSEY THERAPEUTICS, INC. Dated September 11, 2024Collaboration and License Agreement • February 6th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into this 11th day of September, 2024 (the “Effective Date”), by and between Terray Therapeutics, Inc., a corporation organized under the laws of Delaware having its principal offices at 750 Royal Oaks Drive, Suite 100, Monrovia, CA 91016 (“Terray”), and Odyssey Therapeutics, Inc., a corporation organized under the laws of Delaware, having its principal offices at 51 Sleeper Street, Boston, MA 02210 (“Odyssey”). Terray and Odyssey are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•] between Odyssey Therapeutics, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 11th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 7, 2026 (the “Effective Date”), by and between TPG LSI Rise Orazio II, L.P. is a Delaware limited partnership (the “Investor”), and Odyssey Therapeutics, Inc., a Delaware corporation (the “Company”).