MODERNA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 7th day of May, 2018, by and among Moderna Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto together with any subsequent transferees who become parties hereto as “Investors” pursuant to Section 6.1 and any subsequent purchasers of Preferred Stock who become parties hereto as “Investors” pursuant to Section 6.9 below, each of which is referred to in this Agreement as an “Investor”.
Master Collaboration and License Agreement by and between MODERNA THERAPEUTICS, INC. and MERCK SHARP & DOHME CORP. January 12, 2015Collaboration and License Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Master Collaboration and License Agreement (this “Agreement”), dated as of January 12, 2015 (the “Effective Date”), is made by and between Moderna Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“Moderna”), and Merck Sharp & Dohme Corp., a corporation organized and existing under the laws of New Jersey (“Merck”). Each of Moderna and Merck may be referred to herein as a “Party” or together as the “Parties”.
Patent Sublicense AgreementPatent Sublicense Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Patent Sublicense Agreement (“Agreement”) is between CELLSCRIPT, LLC, a Wisconsin limited liability company having a place of business at 726 Post Road, Madison, WI 53713, USA (“Cellscript”) and ModernaTx, Inc., a Delaware corporation having a place of business at 320 Bent Street, Cambridge, MA 02141, USA (“Company”). This Agreement is effective as of June 26, 2017 (the “Effective Date”). Each of Company and Cellscript are referred to herein as a “Party” and collectively as the “Parties”.
Amended and Restated Option Agreement by and between ModernaTx, Inc., and AstraZeneca AB June 15, 2018Option Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated Option Agreement (this “A&R Option Agreement”) is made on the Amendment Effective Date by and between ModernaTx, Inc., a Delaware corporation (“Moderna”) and AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with offices at SE-431 83 Mölndal, Sweden (“AstraZeneca”). Each of Moderna and AstraZeneca may be referred to herein as a “Party” or together as the “Parties.”
CONFIDENTIAL October 17, 2017 Stephen Hoge Brookline, MA 02446Moderna, Inc. • November 9th, 2018 • Biological products, (no disgnostic substances)
Moderna Therapeutics, Inc. (“Moderna”) values your contributions to Moderna and looks forward to you continuing to be a productive member of the leadership team. In recognition of your continued commitment, Moderna is offering you an opportunity to receive certain bonus compensation, all as described in detail in this letter agreement (the “Agreement”).
Amended and Restated mRNA Cancer Vaccine Collaboration and License Agreement by and between MODERNATX, INC. and MERCK SHARP & DOHME CORP. April 17, 2018Vaccine Collaboration and License Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Exhibit D to the Agreement covers financial planning, accounting policies and procedures to be followed in determining the Profit & Loss Share and the cost sharing between the Parties. The Profit & Loss Share shall be calculated on a Program-by-Program basis for a given Joint SAV Program or the PCV Program. The Profit & Loss Share is not a legal entity and has been defined for identification purposes only.
Amended and Restated Services and Collaboration Agreement by and between ModernaTx, Inc., and AstraZeneca AB June 15, 2018Services and Collaboration Agreement • November 9th, 2018 • Moderna, Inc. • Biological products, (no disgnostic substances) • New York
This Services and Collaboration Agreement (this “Agreement”), dated as of June 15, 2018 (the “Amendment Effective Date”), is made by and between ModernaTx, Inc., a Delaware corporation (“Moderna”) and AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with offices at SE-431 83 Mölndal, Sweden (“AstraZeneca”). Each of Moderna and AstraZeneca may be referred to herein as a “Party” or together as the “Parties.”
