Prime Medicine, Inc. Sample Contracts
Prime Medicine, Inc. 19,200,001 Shares of Common Stock and Pre-Funded Warrants to Purchase 3,200,005 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 16th, 2024 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • New York
Prime Medicine, 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”), (i) an aggregate of 19,200,001 shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and (ii) pre-funded warrants to purchase an aggregate of 3,200,005 shares of Common Stock of the Company, in a form to be mutually agreed by the Company and the Representatives (the “Warrants”) and, at the option of the Underwriters, up to an additional 3,360,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Warrants are herein referred to as the “Underwritten Securities.” The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Shares and the Warrants are herein referred as the “Securities.” The shares of Common Stock issuable up
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 3rd, 2023 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • New York
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 20th day of April 2021 by and among Prime Medicine, 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 any additional party that becomes a party to this Agreement in accordance with Section 6.9 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2024 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”) is made between Prime Medicine, Inc., a Delaware corporation (the “Company”), and Allan Reine (the “Executive”) and is effective as of January 17th, 2024 (the “Effective Date”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 12th, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 20th day of April 2021 by and among Prime Medicine, 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 any additional party that becomes a party to this Agreement in accordance with Section 6.9 hereof.
ContractLease Agreement • August 7th, 2023 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
Amendment to Consulting AgreementConsulting Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
This Amendment to the Consulting Agreement (the “Amendment”), effective October 22, 2021 (the “Amendment Effective Date”), is made and entered into by and between Prime Medicine, Inc. (the “Company”), and David R. Liu (the “Consultant”).
Employee Confidentiality, Assignment and Nonsolicitation AgreementEmployee Confidentiality, Assignment and Nonsolicitation Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
In consideration and as a condition of the commencement of my employment or my continued employment by Prime Medicine, Inc. (including its subsidiaries and other affiliates and its and their successors and assigns, the “Company”), I enter into this Employee Confidentiality, Assignment and Nonsolicitation Agreement (the “Agreement”) and agree as follows:
PRIME MEDICINE, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Prime Medicine, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).1
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...Consulting Agreement • August 7th, 2025 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (“Agreement”) is made by and between Prime Medicine, Inc. (the “Company”), and KMG Strategic Consulting LLC (the “Consultant”), effective as of May 18, 2025. The Company and Consultant may be referred to individually as a “Party” and collectively as the “Parties.”
PRIME MEDICINE, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Prime Medicine, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (this “Agreement”) is made as of September 13, 2019 (the “Effective Date”). In consideration of retaining David R. Liu (the “Consultant”) by Prime Medicine, Inc. (the “Company”), a Delaware company, the parties agree as follows:
License AgreementLicense Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement, made and entered into as of March 16, 2020 (“Agreement”), is by and between Prime Medicine, Inc., a Delaware corporation, having a place of business located at One Main Street, 13th Floor, Cambridge, MA 02142(“Licensee”) and MIL 21E, LLC a Delaware limited liability company having a place of business located at 21 Erie Street, Cambridge, MA 02139 (“Licensor”).
Prime Medicine, Inc. 38,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 31st, 2025 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • New York
THIRD AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 9th, 2023 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS THIRD AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is made as of December 22, 2022 (the “Amendment Effective Date”), by and between The Broad Institute, Inc. (“Broad”) and Prime Medicine, Inc. (“Company”). Capitalized terms used herein but not defined herein shall have the same meaning as set forth in the License Agreement (as defined below). Each of Broad and Company may be referred to herein as a “Party” or together as the “Parties.”
SEPARATION AGREEMENTSeparation Agreement • August 7th, 2025 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Separation Agreement (“Agreement”) is made between Prime Medicine, Inc., a Delaware corporation (the “Company”), and Keith M. Gottesdiener, M.D. (the “Executive”). The Company together with the Executive shall be referred to as the “Parties.” Terms with initial capitalization not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
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 • January 12th, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Collaboration and License Agreement (this “Agreement”) is effective as of September 26, 2019 (the “Effective Date”) and is entered into by and between Beam Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (“Beam”) and Prime Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (“Prime”, collectively with Beam, the “Parties” and each, a “Party”).
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...Separation Agreement • August 7th, 2025 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter proposes the Separation Agreement (“Agreement”) between you and Prime Medicine, Inc. (the “Company”) that is referenced in Section 5 of the Amended and Restated Employment Agreement between you and the Company and that became effective as of July 20, 2022 (the “Employment Agreement”). This serves as a Notice of Termination as defined in Section 4(a) of your Employment Agreement and the ending of your employment will be deemed to be a termination without Cause under Section 3(d) of your Employment Agreement. Your employment with the Company will terminate on July 15, 2025, and that date shall be referred to herein as the “Separation Date” or the “Date of Termination”. If capitalized terms are not defined herein, they will have the meaning provided in the Employment Agreement.
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 • January 12th, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SECOND AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is made as of February 18, 2021 (the “Amendment Effective Date”), by and between The Broad Institute, Inc. (“Broad”) and Prime Medicine, Inc. (“Company”). Capitalized terms used herein but not defined herein shall have the same meaning as set forth in the License Agreement (as defined below). Each of Broad and Company may be referred to herein as a “Party” or together as the “Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2025 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made between Prime Medicine, Inc., a Delaware corporation (including its successors and assigns, the “Company”), and Allan Reine, M.D. (the “Executive”) and is effective as on the first day of the Executive’s employment in the role of the Company’s Chief Executive Officer (the “CEO”), which is anticipated to be May 19, 2025 (the “Effective Date”). Upon the Effective Date, this Agreement will fully supersede the Employment Agreement between the Company and the Executive dated January 17, 2024 (the “Prior Employment Agreement”). Until the Effective Date, the Prior Employment Agreement shall continue to remain in effect. If for any reason the Executive does not become the CEO, this Agreement shall be void ab initio.
Tenth Amendment to License AgreementLicense Agreement • August 7th, 2023 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
This Tenth Amendment to License Agreement (“Tenth Amendment”) is made as of April 14, 2023, by and between Prime Medicine, Inc. (“Licensee”) and MIL 21E, LLC (“Licensor”).
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 • November 7th, 2025 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS FIFTH AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is made as of September 11, 2025 (the “Amendment Effective Date”), by and between The Broad Institute, Inc. (“Broad”) and Prime Medicine, Inc. (“Company”). Capitalized terms used herein but not defined herein shall have the same meaning as set forth in the License Agreement (as defined below). Each of Broad and Company may be referred to herein as a “Party” or together as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2023 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Amended and Restated Employment Agreement dated July 7, 2022 (the “Employment Agreement”), by and between Prime Medicine, Inc., a Delaware corporation (the “Company”), and Keith Gottesdiener (“Executive”), is made as of July 6, 2023.
Nineth Amendment to License AgreementLicense Agreement • August 7th, 2023 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
This Nineth Amendment to License Agreement (“Nineth Amendment”) is dated March 17, 2023 (“Effective Date”) and entered into by and between Prime Medicine, Inc. (“Licensee”) and MIL 21E, LLC (“Licensor”).
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 • January 12th, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This First Amendment to License Agreement (this “Amendment”), entered into as of this 5th day of May, 2020 (the “Amendment Effective Date”), by and between Prime Medicine, Inc., a corporation existing under the laws of Delaware, having a place of business at [***] (“Licensee”), and The Broad Institute, Inc., a non-profit corporation existing under the laws of Massachusetts, having a place of business at 415 Main Street, Cambridge, MA 02142 (“Broad”), hereby amends that certain License Agreement, dated as of September 26, 2019, by and between Licensee and Broad (the “License Agreement”). Capitalized terms used herein but not defined herein shall have the same meaning as set forth in the License Agreement. Each of Broad and Licensee may be referred to herein as a “Party” or together as the “Parties.”
Twelfth Amendment to License AgreementLicense Agreement • March 1st, 2024 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
This Twelfth Amendment to License Agreement (“Twelfth Amendment”) is dated October 2, 2023 (“Effective Date”) and entered into by and between Prime Medicine, Inc. (“Licensee”) and MIL 21E, LLC (“Licensor”).
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 • November 7th, 2025 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS FOURTH AMENDMENT TO LICENSE AGREEMENT (this “Fourth Amendment”) is made as of September 11, 2025 (the “Fourth Amendment Effective Date”), by and between The Broad Institute, Inc. (“Broad”) and Prime Medicine, Inc. (“Company”). Capitalized terms used herein but not defined herein shall have the same meaning as set forth in the License Agreement (as defined below). Each of Broad and Company may be referred to herein as a “Party” or together as the “Parties.”
Attn: Michael Christiano, Chief Business Officer Re: License Agreement, by and between The Broad Institute, Inc. and Prime Medicine, Inc., dated September 26, 2019 Dear Michael,License Agreement • November 7th, 2025 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
This second letter (“Second Letter”) is entered into as of September 11, 2025 (the “Effective Date”) by and between The Broad Institute, Inc., a non-profit corporation organized and existing under the laws of the Commonwealth of Massachusetts and having a principal place of business at 415 Main Street, Cambridge, Massachusetts 02142 (“Broad”) and Prime Medicine, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 60 First Street, Cambridge, MA 02141 (“Company”). Company and Broad are each referred to herein as a “Party” and together, the “Parties.”
Eleventh Amendment to License AgreementLicense Agreement • August 7th, 2023 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
This Eleventh Amendment to License Agreement (“Eleventh Amendment”) is dated May 4, 2023 (“Effective Date”) and entered into by and between Prime Medicine, Inc. (“Licensee”) and MIL 21E, LLC (“Licensor”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 7th, 2025 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • New York
Sixth Amendment to License AgreementLicense Agreement • August 7th, 2023 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
This Sixth Amendment to License Agreement is dated April 5, 2022 (“Sixth Amendment”) and is entered into between Prime Medicine, Inc. (“Licensee”) and MIL 21E, LLC (“Licensor”).