0001193125-16-558271 Sample Contracts

Shares INTELLIA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 27th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 27th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts

This Employment Agreement (“Agreement”) is made as of the day of [ ], 2016 between Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).

LICENSE AND COLLABORATION AGREEMENT By and Between REGENERON PHARMACEUTICALS, INC. and INTELLIA THERAPEUTICS, INC. April 11, 2016
License and Collaboration Agreement • April 27th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York

THIS LICENSE AND COLLABORATION AGREEMENT (“Agreement”), dated as of April 11, 2016 (the “Effective Date”), is by and between REGENERON PHARMACEUTICALS, INC., a corporation organized under the laws of New York and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591 (“Regeneron”), and INTELLIA THERAPEUTICS, INC., a corporation organized under the laws of Delaware and having a principal place of business at 130 Brookline Street, Suite 201, Cambridge, MA 02139 (“Intellia”) (with each of Regeneron and Intellia referred to herein individually as a “Party” and collectively as the “Parties”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • April 27th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Delaware

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 26, 2016, by and between Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), and Regeneron Pharmaceuticals, Inc., a New York corporation (“Purchaser”).

AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 27th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances

THIS AMENDMENT NO. 2 TO THE INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 25, 2016 by and among Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), and parties listed on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement, dated as of August 20, 2015, as amended on April 11, 2016 (as amended or otherwise modified from time to time, the “Investors’ Rights Agreement”), by and among the Company and the other parties thereto.

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