INVESTORS’ RIGHTS AGREEMENT SONDE HEALTH, INC.Investors’ Rights Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of April, 2019, by and among Sonde Health, 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”, and any purchaser that becomes a party to this Agreement in accordance with Section 6.9 hereof.
AKILI INTERACTIVE LABS, INC. AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 8th day of May, 2018 by and among AKILI INTERACTIVE LABS, INC., a Delaware corporation (the “Company”), the holders of Common Stock of the Company (the “Common Stock”), or of options to purchase Common Stock, listed on Exhibit A attached hereto (each a “Common Holder” and, together, the “Common Holders”) and the holders of Preferred Stock of the Company (the “Preferred Shares”) listed on Exhibit B attached hereto (each an “Investor” and together, the “Investors”).
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 18th day of December, 2017 by and among Entrega, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
FOLLICA, INCORPORATED FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of July 19, 2019Investors’ Rights Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 19th day of July, 2019, by and among Follica, Incorporated, 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.” All capitalized terms used but not defined herein shall have the meanings set forth in the Note Conversion Agreement (as defined below).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 30th day of June, 2020 by and among Vor Biopharma Inc., a Delaware corporation (the “Company”), each holder of the Series A-1 Preferred Stock, $0.0001 par value per share, of the Company (“Series A-1 Preferred Stock”), Series A-2 Preferred Stock, $0.0001 par value per share, of the Company (“Series A-2 Preferred Stock”) and Series B Preferred Stock, $0.0001 par value per share, of the Company (“Series B Preferred Stock”, referred to herein collectively with the Series A-1 Preferred Stock and Series A-2 Preferred Stock as the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B (together with any subseq
EXCLUSIVE PATENT LICENSE AGREEMENT by and between PURETECH VENTURES LLC and KARUNA PHARMACEUTICALS, INC.Exclusive Patent License Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “Effective Date”), is between PureTech Ventures LLC, a Delaware limited liability company (“PureTech”), and Karuna Pharmaceuticals, Inc., a Delaware corporation (the “Company”). PureTech and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 18th day of December, 2017, by and among Entrega, 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 Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
AKILI INTERACTIVE LABS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 8th day of May, 2018, by and among Akili Interactive Labs, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share (the “Series A-1 Preferred Stock”), the holders of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock”), the holders of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), the holders of the Company’s Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”, and together with the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock, the “Preferred Stock”), listed on Schedule A hereto (the “Investors”) and the holders of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), or options to purchase Common Stock, listed on th
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 30th day of June, 2020, by and among Vor Biopharma 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”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
ROYALTY AND SUBLICENSE INCOME AGREEMENTRoyalty and Sublicense Income Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
This ROYALTY ASSIGNMENT AGREEMENT (the “Agreement”), dated as of December 18, 2009, is by and among (i) PureTech Ventures, LLC, a Delaware limited liability company, (“PureTech”), (ii) Gelesis, Inc., a Delaware corporation, (“Gelesis-US”) and (iii) Gelesis LP (formerly AML-Dienstein B. V.), a Bermudan limited partnership (“Gelesis-Bermuda” and collectively with Gelesis-US, “Gelesis”).
GELESIS, INC. NINTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made as of December 5, 2019 (the “Effective Date”) between Gelesis, Inc., a Delaware corporation (the “Company”), and the other stockholders listed on the Schedule of Stockholders attached hereto, as the same may be amended from time to time (each, individually, a “Stockholder” and collectively, the “Stockholders”).
ROYALTY AGREEMENTRoyalty Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Massachusetts
This ROYALTY AGREEMENT (the “Agreement”), dated as of July 23, 2013, is by and among (i) PureTech Ventures, LLC, a Delaware limited liability company (“PureTech”), and (ii) Follica, Incorporated, a Delaware corporation (the “Company”).
and- (ACTING AS AGENT FOR AND ON BEHALF OF ITS DISCRETIONARY MANAGED CLIENTS) RELATIONSHIP AGREEMENTRelationship Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations
A Application has been made or will be made by the Company for all of the Ordinary Shares to be admitted to the Official List and to be admitted to trading on the main market for listed securities of the London Stock Exchange (“Admission”).
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 30th day of June, 2020 by and among Vor Biopharma Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
THIS NONSTATUTORY STOCK OPTION DEED OF AGREEMENT is made on [Date of Grant] BETWEEN:PureTech Health PLC • October 27th, 2020 • Pharmaceutical preparations • England
THIS INCENTIVE STOCK OPTION DEED OF AGREEMENT is made on [Date of Grant] BETWEEN:PureTech Health PLC • October 27th, 2020 • Pharmaceutical preparations • England
GELESIS, INC. NINTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made as of December 5, 2019 (the “Effective Date”) between Gelesis, Inc., a Delaware corporation (the “Company”), the other stockholders listed on the Schedule of Stockholders attached hereto, as the same may be amended from time to time (each, individually, a “Stockholder” and collectively, the “Stockholders”) and the Executives (as defined below). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 1 hereof.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT SONDE HEALTH, INC.Co-Sale Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 9th day of April, 2019 by and among Sonde Health, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
ContractResearch and License Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
FOLLICA, INCORPORATED FIFTH AMENDED AND RESTATED VOTING AGREEMENT Dated as of July 19, 2019Voting Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS FIFTH AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of July, 2019, by and among Follica, Incorporated, a Delaware corporation (the “Company”), each holder of the Company’s Series A-1 Preferred Stock, $0.0001 par value per share (“Series A-1 Preferred Stock”), the Company’s Series A-2 Preferred Stock, $0.0001 par value per share (“Series A-2 Preferred Stock”), the Company’s Mezzanine Preferred Stock, $0.0001 par value per share (“Mezzanine Preferred Stock”), and the Company’s Series A-3 Preferred Stock, $0.0001 par value per share (“Series A-3 Preferred Stock” and collectively with the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Mezzanine Preferred Stock, “Preferred Stock”) listed on Schedule A (together with any subsequent transferees, who become parties hereto as “Investors” pursuant to Section 5.2 below, the “Investors”) and those certain stockholders of the Company and holders of options to acquire shares of
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 21st day of December, 2018, by and among Vedanta Biosciences, 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 each of the stockholders listed on Schedule B hereto (each of whom is referred to herein as a “Key Holder” and together with the Investors, the “Stockholders”).
