0001193125-26-161514 Sample Contracts
SHARE PURCHASE AGREEMENT AMONG ODYSSEY THERAPEUTICS, INC., RAHKO LIMITED, BALDERTON CAPITAL GENERAL PARTNER VI S.L.P AND ROBERT IAN HOROBIN AND MIRIAM CHA, AS SELLERS’ REPRESENTATIVES DATED AS OF OCTOBER 6, 2021Share Purchase Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Share Purchase Agreement (this “Agreement”), dated as of October 6, 2021, is made by and among ODYSSEY THERAPEUTICS, INC., a Delaware corporation (“Buyer”), RAHKO LIMITED, a private limited company incorporated in England & Wales (registered number 11609778) (the “Company”), BALDERTON CAPITAL VI S.L.P, acting by its general partner Balderton Capital General Partner VI S.à.r.l, of [***] (the “Seller”), and ROBERT IAN HOROBIN of [***] and MIRIAM CHA of [***], solely in their capacity as the Seller’s Representatives (as defined below).
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of June 16, 2025, by and among ODYSSEY 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”.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ODYSSEY THERAPEUTICS, INC., IFM THERAPEUTICS, LLC, IFM MANAGEMENT, INC., IFM THERAPEUTICS GMBH IFM QUATTRO, INC., IFM CINQUE, INC., and IFM CONTINUA, INC. Dated as of May 6, 2022Membership Interest Purchase Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2022, is entered into by and among Odyssey Therapeutics, Inc., a Delaware corporation (“Purchaser”), IFM Therapeutics, LLC, a Delaware limited liability company (“Parent”), IFM Management, Inc., a Delaware corporation (“Management”), IFM Therapeutics GmbH, a limited liability company under the laws of the Federal Republic of Germany (“IFM GmbH”), IFM Quattro, Inc., a Delaware corporation (“Quattro”), IFM Cinque, Inc., a Delaware corporation (“Cinque”) and IFM Continua, Inc., a Delaware corporation (“Continua” and, together with Quattro and Cinque, the “Sellers” and each a “Seller” ). Purchaser, Parent, Management, IFM GmbH and the Sellers are sometimes referred to individually as a “Party” and collectively as the “Parties.”
ContractWarrant to Purchase Stock • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN TERRAY THERAPEUTICS, INC. AND ODYSSEY THERAPEUTICS, INC. Dated September 11, 2024Collaboration and License Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into this 11th day of September, 2024 (the “Effective Date”), by and between Terray Therapeutics, Inc., a corporation organized under the laws of Delaware having its principal offices at 750 Royal Oaks Drive, Suite 100, Monrovia, CA 91016 (“Terray”), and Odyssey Therapeutics, Inc., a corporation organized under the laws of Delaware, having its principal offices at 51 Sleeper Street, Boston, MA 02210 (“Odyssey”). Terray and Odyssey are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ODYSSEY THERAPEUTICS, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Stock Restriction Agreement (the “Agreement”) is entered into by and between Odyssey Therapeutics, Inc., a Delaware corporation (the “Company”), and Gary D. Glick (“Stockholder”), as of August 30, 2021 (the “Effective Date”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2026 • Odyssey Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•] between Odyssey Therapeutics, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).