LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of September 2, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SIGILON THERAPEUTICS, INC., a Delaware corporation with offices located at 100 Binney Street, Suite 600, Cambridge, MA 02142 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LEASE AGREEMENTLease Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT is made as of this 24th day of August, 2017, between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (“Landlord”), and FOGHORN THERAPEUTICS INC., a Delaware corporation (“Tenant”).
SIGILON THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 EQUITY INCENTIVE PLANIncentive Stock Option Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
SIGILON THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 EQUITY INCENTIVE PLANNonstatutory Stock Option Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
SIGILON THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of October 23, 2020, by and among (i) Sigilon Therapeutics, Inc., a Delaware corporation (the “Company”), (ii) each of the Investors (as defined below) listed on Schedule A hereto, (iii) each person who hereafter becomes a party to this Agreement in accordance with Subsection 6.1 or Subsection 6.9 hereof, and (iv) solely with respect to Section 4 and Section 6, the Massachusetts Institute of Technology (“MIT”).
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This STOCK RESTRICTION AGREEMENT (this “Agreement”) is dated as of the 5th day of February, 2016 (the “Effective Date”), between Sigilon, Inc., a Delaware corporation (the “Company”), and Robert S. Langer (the “Founder”) relating to shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Company and the Founder are each referred to individually as a “Party” and together as the “Parties.”
ContractSigilon Therapeutics, Inc. • November 13th, 2020 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE STOCKVoting Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, PACIFIC WESTERN BANK or its registered assignees or transferee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant. This warrant is issued in connection with the extension of credit by Pacific Western Bank to the Company under the Loan and Security Agreement dated as of January 24, 2018 (as amended and in effect from time to time, the “Loan Agreement”). Reference is made to Section 5.4 of this warrant, whereby Pacific Western Bank shall transfer this warrant to its parent company, PacWest Bancorp. Holder may acquire the number of Shares equal to (
SEVERANCE WAIVER AND LETTER AGREEMENT AMENDMENTSeverance Waiver and Letter Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
WHEREAS, Sigilon Therapeutics, Inc. (the “Company”) and (the “Executive”) entered into a letter agreement dated for the purpose of establishing the terms and conditions of Executive’s employment (the “Letter Agreement”);
SEVERANCE WAIVER AND OFFER LETTER AMENDMENTSeverance Waiver and Offer Letter • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
WHEREAS, Sigilon Therapeutics, Inc. (the “Company”) and Rogerio Vivaldi Coelho (the “Executive”) entered into a letter agreement dated April 23, 2018 for the purpose of establishing the terms and conditions of Executive’s employment (the “Letter Agreement”);
Wednesday, May 8, 2019 Glenn Reicin glenn@grevrockbiomed.com Dear Glenn,Sigilon Therapeutics, Inc. • November 13th, 2020 • Pharmaceutical preparations
On behalf of Sigilon Therapeutics (the “Company”), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the “Offer Letter”) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company.
LEASE AGREEMENTLicense Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT is made as of this 28 day of August, 2017, between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (“Landlord”), and SIGILON THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. MASSACHUSETTS INSTITUTE OF...Exclusive Patent License Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Sigilon, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at One Memorial Drive, Cambridge, MA 02139.
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”), dated as of October 21, 2019, is made and entered into by and among FOGHORN THERAPEUTICS INC., a Delaware corporation (“Assignor”) and SIGILON THERAPEUTICS, INC., a Delaware corporation (“Assignee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. Massachusetts Institute of...Second Amendment • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment (“Second Amendment)”, effective as of August 9, 2018 (the “Second Amendment Effective Date”) is made by and between the Massachusetts Institute of Technology, a nonprofit research institution having a principal address at 77 Massachusetts Avenue, Cambridge, MA 02139 (“MIT”) and Sigilon Therapeutics, Inc. (fka Sigilon, Inc.) a Delaware corporation, having a principal address at 100 Binney Street, Cambridge, MA 02142 (“COMPANY”‘) (each individually a “Party” and collectively the “Parties”), and amends that certain Exclusive Patent License Agreement between the Parties dated as of February 8, 2016, as previously amended by the First Amendment dated February 2, 2017 (collectively, the “License Agreement”). Capitalized terms used herein without definition shall have the meaning given such terms in the License Agreement.
RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN SIGILON THERAPEUTICS, INC. and ELI LILLY AND COMPANY April 2, 2018Research Collaboration and Exclusive License Agreement • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • New York
This RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of April 2, 2018 (the “Effective Date”) by and between Sigilon Therapeutics, Inc. (“Sigilon”), a Delaware corporation having a place of business at 100 Binney Street, Suite 600, Cambridge, MA 02142 and Eli Lilly and Company, an Indiana corporation having a place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”). Each of Sigilon and Lilly is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
CONSENT TO ASSIGNMENT AND FIRST AMENDMENT TO LEASESigilon Therapeutics, Inc. • November 13th, 2020 • Pharmaceutical preparations
This Consent to Assignment and First Amendment to Lease (this “Consent”) is made as of October 21, 2019, between and among ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (“Landlord”), FOGHORN THERAPEUTICS INC., a Delaware corporation (“Tenant”), and SIGILON THERAPEUTICS, INC., a Delaware corporation (“Assignee”), with reference to the following Recitals.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED.Third Amendment • November 13th, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment (“Third Amendment)”, effective as of November 6, 2019 (the “Third Amendment Effective Date”), is made by and between the Massachusetts Institute of Technology, a nonprofit research institution having a principal address at 77 Massachusetts Avenue, Cambridge, MA 02139 (“M.I.T”) and Sigilon Therapeutics, Inc. (flea Sigilon, Inc.) a Delaware corporation, having a principal address at 100 Binney Street, Cambridge, MA 02142 (“COMPANY”) (each individually a “Party” and collectively the “Parties”), and amends that certain Exclusive Patent License Agreement between the Parties date as of February 8, 2016, as previously amended by the First Amendment dated February 2, 2017 and the Second Amendment dated August 9, 2018 (collectively, the “License Agreement”). Capitalized terms used herein without definition shall have the meaning given such terms in the License Agreement.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. FIRST AMENDMENTSigilon Therapeutics, Inc. • November 13th, 2020 • Pharmaceutical preparations
This First Amendment (“Amendment”), effective as of February 2, 2017, amends the Exclusive Patent License Agreement (the “Agreement”) dated February 8, 2016 by and between Sigilon, Inc. (“Sigilon”) and the Massachusetts Institute of Technology (“M.I.T.”). Capitalized terms not defined herein shall have the meaning assigned to them in the Agreement.
