resTORbio, Inc. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations • New York
resTORbio, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Leerink Partners LLC (“Leerink”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Leerink are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [●] additional shares of Common Stock. The aforesaid [●] shares of Comm
RESTORBIO, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between resTORbio, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
RESTORBIO, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTForm of Officer Indemnification Agreement • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between resTORbio, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
OFFICE LEASE AGREEMENTOffice Lease Agreement • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations
This Office Lease Agreement (this “Lease”) is made and entered into as of January 8, 2018 (the “Effective Date”), by and between 500 BOYLSTON & 222 BERKELEY OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and resTORbio, Inc., a Delaware corporation (“Tenant”).
AMENDMENT TO OFFER LETTEROffer Letter • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations
This AMENDMENT TO OFFER LETTER (the “Amendment”) is made by and between reSTORbio, Inc., a Delaware corporation (the “Company”) and Joan Mannick, M.D. (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”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer Letter (as defined below).
LICENSE AGREEMENTLicense Agreement • January 16th, 2018 • resTORbio, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement (“Agreement”), made as of March 23, 2017 (“Effective Date”), is by and between Novartis International Pharmaceutical Ltd., a for-profit corporation with its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”) and resTORbio, Inc., a Delaware corporation located at 501 Boylston Street, Suite 6102, Boston, Massachusetts 02116 (“resTORbio”). Novartis and resTORbio are each referred to individually as a “Party” and together as the “Parties.”
