CARGO Therapeutics, Inc. Sample Contracts
CARGO Therapeutics, Inc. [•] Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
CARGO 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 J.P. Morgan Securities LLC (“JPM”), Jefferies LLC (“Jefferies”) and Cowen and Company, LLC (“TD Cowen”) are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” In the event that the Company has no subsidiaries, or only one subsidiary, then all references herein to “subsidiaries” of the Company shall be deemed to refer to no subsidiary, or such single subsidiary
FORM OF INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • October 20th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
LEASE AGREEMENTLease Agreement • December 13th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this _11th_ day of December, 2023 (the “Effective Date”), between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and CARGO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FORM OF INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
LEASE AGREEMENTLease Agreement • March 12th, 2025 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this _11th_ day of December, 2023 (the “Effective Date”), between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and CARGO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CARGO THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 9, 2023, by and among CARGO 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”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2024, between CARGO Therapeutics, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each of the purchasers listed on the signature pages hereto, together with their permitted successors and assigns (each, a “Purchaser” and collectively, the “Purchasers”).
SYNCOPATION LIFE SCIENCES, INC. PALO ALTO, CA 94301Employment Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
On behalf of Syncopation Life Sciences, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement”) is to summarize the terms of your employment with the Company, should you accept our offer:
CARGO THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • December 6th, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National...Patent License Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), Appendix G (Royalty Payment Options), and Appendix H (Shipping Information).
FIRST AMENDMENT TO SUBLEASESublease • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made as of August 17, 2022 by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”) and Syncopation Life Sciences, Inc., a Delaware corporation (“Sublessee”), with reference to the following facts and objectives:
SUBLEASESublease • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between BP3-SF6 1900 ADLP LLC, a Delaware limited liability company (“Landlord”), and BIGHAT BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
OXFORD BIOMEDICA (UK) LIMITED and SYNCOPATION LIFE SCIENCES INC LICENCE AND SUPPLY AGREEMENTLicence and Supply Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • England and Wales
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 8th, 2025 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•], 2025 (this “Agreement”), is entered into by and between Concentra Biosciences, LLC, a Delaware limited liability company (the “Parent”), Concentra Merger Sub VII, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Merger Sub”), [•], as Rights Agent (as defined herein), and [•], solely in its capacity as the initial representative, agent and attorney in-fact of the Holders (the “Representative”).
EXCHANGE AGREEMENTExchange Agreement • May 14th, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the 12th day of January 2024, by and among CARGO Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A attached hereto (each an “Investor” and collectively, the “Investors”).
April 9, 2025 Anup RadhakrishnanSeparation Agreement • July 23rd, 2025 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
This letter sets forth the terms of the separation agreement (the “Agreement”) that CARGO Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition.
September 22, 2023 OFFER LETTER Ginna Laport Dear Ginna:Offer Letter • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
On behalf of CARGO Therapeutics, Inc, a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement’’) is to summarize the terms of your employment with the Company, should you accept our Offer:
SECOND AMENDMENT TO SUBLEASESublease • August 12th, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO SUBLEASE (this “Amendment”) is made as of June 21, 2024 by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”) and Cargo Therapeutics, Inc. (formerly known as Syncopation Life Sciences, Inc.), a Delaware corporation (“Sublessee”), with reference to the following facts and objectives:
EXCLUSIVE LICENSE AGREEMENT WITH EQUITYExclusive License Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Syncopation Life Sciences (“Syncopation”), a corporation having a principal place of business at 628 Middlefield Rd, Palo Alto, CA 94301, is effective on the 1st day of August, 2022 (“Effective Date”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. FIRST AMENDMENT OF THE CONFIDENTIALITY AGREEMENT...Confidentiality Agreement • March 12th, 2025 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
This first amendment of the Licence and Supply Agreement (the “First Amendment”) is effective as of 21st April 2023 (“First Amendment Effective Date”)
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. SUBLEASE AGREEMENTSublease Agreement • July 8th, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Sublease Agreement (“Sublease”) is dated as of July 1, 2024 (the “Effective Date”), by and between CARGO THERAPEUTICS, INC., a Delaware corporation (“Sublandlord”), and VAXCYTE, INC., a Delaware corporation (“Subtenant”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 7, 2025 AMONG CONCENTRA BIOSCIENCES, LLC, CONCENTRA MERGER SUB VII, INC. AND CARGO THERAPEUTICS, INC.Merger Agreement • July 8th, 2025 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (“Agreement”), dated as of [•], is made by and among Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), Concentra Merger Sub VII, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned holder (“Stockholder”) of shares of common stock, par value $0.001 per share (the “Company Common Stock”), of CARGO Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
TO THE EXCLUSIVE LICENSE AGREEMENT WITH EQUITY EFFECTIVE THE 1ST DAY OF AUGUST 2022 BETWEEN STANFORD UNIVERSITY AND SYNCOPATION LIFE SCIENCESExclusive License Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
Effective the 25th of January, 2023, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and CARGO Therapeutics, Inc. (“CARGO”, previously known as SYNCOPATION LIFE SCIENCES), a corporation having a principal place of business at 1900 Alameda de las Pulgas Suite 350, San Mateo, CA 94403 agree as follows:
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential.Licence and Supply Agreement • March 12th, 2025 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
This amendment letter (“Letter”) will amend the Licence and Supply Agreement dated 24 June 2022 (the “LSA”) between Oxford Biomedica (UK) Limited, (“OXB”) and Syncopation Life Sciences, Inc (now doing business as CARGO Therapeutics, Inc.) (“CARGO”). Any defined terms in this Letter that are not defined herein, will have the same meaning as in the LSA. In consideration of the mutual promises set out in this Letter, OXB and CARGO agree to amend the LSA as set forth below.
CARGO THERAPEUTICS, INC. FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2025 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”), entered into effective as of [______], 2024 (the “Effective Date”), is between Cargo Therapeutics, Inc., a Delaware corporation (the “Company”), and Anup Radhakrishnan (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer letter entered into between the Parties as of [ ] (the “Prior Agreement”).