INTELLIA THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 201[•] Subordinated Debt SecuritiesIndenture • August 23rd, 2019 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
INDENTURE, dated as of [•], 201 , among INTELLIA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
OPEN MARKET SALE AGREEMENTSMIntellia Therapeutics, Inc. • August 23rd, 2019 • In vitro & in vivo diagnostic substances • New York
6,250,000 Shares INTELLIA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2017 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 27th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • March 4th, 2022 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
4,137,931 Shares INTELLIA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2018 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
This Employment Agreement (“Agreement”) is made as of the day of [ ], 2018 (the “Effective Date”) between Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Executive”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 11th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Delaware
LICENSE AND COLLABORATION AGREEMENT By and Between REGENERON PHARMACEUTICALS, INC. and INTELLIA THERAPEUTICS, INC. April 11, 2016License and Collaboration Agreement • May 5th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
THIS LICENSE AND COLLABORATION AGREEMENT (“Agreement”), dated as of April 11, 2016 (the “Effective Date”), is by and between REGENERON PHARMACEUTICALS, INC., a corporation organized under the laws of New York and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591 (“Regeneron”), and INTELLIA THERAPEUTICS, INC., a corporation organized under the laws of Delaware and having a principal place of business at 130 Brookline Street, Suite 201, Cambridge, MA 02139 (“Intellia”) (with each of Regeneron and Intellia referred to herein individually as a “Party” and collectively as the “Parties”).
ContractLicense and Collaborative Research Agreement • May 5th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 27th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 26, 2016, by and between Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), and Regeneron Pharmaceuticals, Inc., a New York corporation (“Purchaser”).
LICENSE AGREEMENTLicense Agreement • April 19th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SERVICES AGREEMENTServices Agreement • April 19th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
This Services Agreement (the “Agreement”), dated as of July 16, 2014 (the “Effective Date”), is made by and between Caribou Biosciences, Inc., a Delaware corporation (“Caribou”) and Intellia, LLC, a Delaware limited liability company (“Intellia”) Each of Caribou and Intellia may be referred to herein as a “Party” or together as the “Parties.”
THIRD AMENDMENT TO LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • November 9th, 2023 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances
This Third Amendment to the License and Collaboration Agreement (this “Third Amendment”), dated as of September 29, 2023 (the “Third Amendment Date”), is entered into by and between REGENERON PHARMACEUTICALS, INC., a corporation organized under the laws of New York and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591 (“Regeneron”), and INTELLIA THERAPEUTICS, INC., a corporation organized under the laws of Delaware and having a principal place of business at 40 Erie Street, Suite 130, Cambridge, MA 02139 (“Intellia”) (with each of Regeneron and Intellia referred to herein individually as a “Party” and collectively as the “Parties”).
AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 12th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 11, 2016 by and among Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), and parties listed on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement, dated as of August 20, 2015 (as amended or otherwise modified from time to time, the “Investors’ Rights Agreement”), by and among the Company and the other parties thereto.
AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 27th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 2 TO THE INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 25, 2016 by and among Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), and parties listed on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement, dated as of August 20, 2015, as amended on April 11, 2016 (as amended or otherwise modified from time to time, the “Investors’ Rights Agreement”), by and among the Company and the other parties thereto.
FIRST AMENDMENT TO LEASELease • August 3rd, 2023 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of June 20_, 2023 (the “Effective Date”), by and between ARE-WINTER STREET PROPERTY, LLC, a Delaware limited liability company (“Landlord”), and INTELLIA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • May 2nd, 2019 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
This First Amendment to Lease (this “First Amendment”) is made as of April 5th, 2019 by and between MIT 130 BROOKLINE LEASEHOLD LLC, a Massachusetts limited liability company with an address c/o MIT Cambridge Real Estate, One Broadway, Cambridge, MA 02142 (“Landlord”), and INTELLIA THERAPEUTICS, INC., a Delaware corporation with an address of 130 Brookline Street, Cambridge, MA 02139 (“Tenant”).
ADDENDUM TO LICENSE AGREEMENTLicense Agreement • April 11th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances
This Addendum to License Agreement (this Addendum”) is made and entered into as of February 2, 2016 (the “Addendum Date”), and amends that certain License Agreement dated as of July 16, 2014, as amended or supplemented through the Amendment Date (the “License Agreement”), by and between Caribou Biosciences, Inc. (“Caribou”) and Intellia Therapeutics, Inc. (as successor in interest and assignee of Intellia, LLC, and herein thereafter referred to as “Intellia”). Each of Caribou and Intellia may be referred to herein as a “Party” or together as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement.
STOCK PURCHASE AGREEMENT BY AND BETWEEN REGENERON PHARMACEUTICALS, INC. AND INTELLIA THERAPEUTICS, INC. DATED AS OF MAY 30, 2020Stock Purchase Agreement • June 1st, 2020 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 30, 2020, by and between Regeneron Pharmaceuticals, Inc. (the “Investor”), a New York corporation with its principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591, and Intellia Therapeutics, Inc. (the “Company”), a Delaware corporation with its principal place of business at 40 Erie Street, Suite 130, Cambridge, Massachusetts 02139.
Amendment #3 to License and Collaborative Research AgreementLicense and Collaborative Research Agreement • June 17th, 2021 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
This Amendment #3 to the License and Collaborative Research Agreement (“Amendment #3”), dated June 14, 2021 (“Amendment Effective Date”), amends the License and Collaborative Research Agreement, dated December 18, 2014 (the “Original Agreement”), by and between Novartis Institutes for BioMedical Research, Inc. (“Novartis”) and Intellia Therapeutics, Inc. (“Intellia”), as amended by the Extension Agreement, effective January 30, 2015 (the “First Amendment”), and the Agreement and Amendment, dated December 3, 2018 (the “Second Amendment”). The Original Agreement, as amended by the First Agreement and the Second Amendment, are hereby referred to as the “Agreement”. Novartis and Intellia are collectively referred to as the “Parties” and individually as a “Party”. Terms not otherwise defined in this Amendment #3 have the meaning set forth in the Agreement.
6,550,219 Shares INTELLIA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTIntellia Therapeutics, Inc. • December 1st, 2022 • In vitro & in vivo diagnostic substances • New York
Agreement and Amendment to License and Collaborative Research AgreementLicense and Collaborative Research Agreement • February 27th, 2019 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
This Agreement and Amendment (the “Amendment”) dated December 3, 2018 (the “Amendment Effective Date”), is made by and between Novartis Institutes for BioMedical Research, Inc. (“Novartis”) and Intellia Therapeutics, Inc. (“Intellia”) and it amends the License and Collaborative Research Agreement (“Agreement”), effective December 18, 2014, by and between Novartis and Intellia, as amended by the Extension Agreement effective January 30, 2015 (the “Extension Agreement”). Novartis and Intellia are each separately referred to as a “Party” and are collectively referred to as the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings set forth in the Agreement.
LICENSE AND COLLABORATION AGREEMENT By and Between REGENERON PHARMACEUTICALS, INC. and INTELLIA THERAPEUTICS, INC. April 11, 2016License and Collaboration Agreement • May 5th, 2022 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
THIS LICENSE AND COLLABORATION AGREEMENT (“Agreement”), dated as of April 11, 2016 (the “Effective Date”), is by and between REGENERON PHARMACEUTICALS, INC., a corporation organized under the laws of New York and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591 (“Regeneron”), and INTELLIA THERAPEUTICS, INC., a corporation organized under the laws of Delaware and having a principal place of business at 130 Brookline Street, Suite 201, Cambridge, MA 02139 (“Intellia”) (with each of Regeneron and Intellia referred to herein individually as a “Party” and collectively as the “Parties”).
ContractLicense and Collaborative Research Agreement • May 6th, 2021 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • April 11th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances
This Amendment No. 1 to License Agreement (this “Amendment”) is made and entered into as of February 2, 2016 (the “Amendment Date”), and amends that certain License Agreement, dated as of July 16, 2014, as amended or supplemented through the Amendment Date (the “License Agreement”), by and between Caribou Biosciences, Inc. (“Caribou”) and Intellia Therapeutics, Inc. (“Intellia”) (as successor in interest to Intellia, LLC under the License Agreement). Each of Caribou and Intellia may be referred to herein as a “Party” or together as “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement.
CONSENT TO ASSIGNMENTS, LICENSING AND COMMON OWNERSHIP AND INVENTION MANAGEMENT AGREEMENT FOR A PROGRAMMABLE DNA RESTRICTION ENZYME FOR GENOME EDITING UC Case No: BK-2012-115 CRISPR Reference: CHARPENTIER-2012 Caribou Reference: UC-UV AgreementInvention Management Agreement • December 16th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances
This Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement for a Programmable DNA Restriction Enzyme for Genome Editing (the “Invention Management Agreement,” “IMA” or “Agreement”) is effective as of December 15, 2016 (the “Effective Date”), and is by and among the following individual and entities:
AMENDMENT 1 TO LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • June 1st, 2020 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
This Amendment 1 (this “Amendment”), dated as of May 30, 2020 (the “Amendment Date”), is entered into by and between REGENERON PHARMACEUTICALS, INC., a corporation organized under the laws of New York and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591 (“Regeneron”), and INTELLIA THERAPEUTICS, INC., a corporation organized under the laws of Delaware and having a principal place of business at 40 Erie Street, Suite 130, Cambridge, MA 02139 (“Intellia”) (with each of Regeneron and Intellia referred to herein individually as a “Party” and collectively as the “Parties”).
281 Albany street CAMBRIDGE, MASSACHUSETTS LEASE SUMMARY SHEETIndenture of Lease • May 7th, 2020 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
This Lease and all of its terms, covenants, representations, warranties, agreements and conditions are in all respects subject and subordinate to that certain Amended and Restated Master Lease Agreement dated as of January 1, 2015 by and between MIT 281-295 Albany Street LLC (“Ground Lessor”), as landlord, and Landlord, as tenant (as it may be amended from time to time, the “Master Lease”).
LEASE by and between BMR-SIDNEY RESEARCH CAMPUS LLC, a Delaware limited liability company and INTELLIA THERAPEUTICS, INC., a Delaware corporationLease • April 11th, 2016 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances
THIS LEASE (this “Lease”) is entered into as of this 6th day of January, 2016 (the “Execution Date”), by and between BMR-Sidney Research Campus LLC, a Delaware limited liability company (“Landlord”), and Intellia Therapeutics, Inc., a Delaware corporation (“Tenant”).
LICENSE AGREEMENTLicense Agreement • May 6th, 2021 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
SECOND AMENDMENT TO LEASELease • May 7th, 2020 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”), is made as of the 12th day of March, 2020, by and between MIT 130 BROOKLINE LEASEHOLD LLC, a Massachusetts limited liability company, successor by assignment to MIT 130 Brookline LLC, a Massachusetts limited liability company (“Landlord”), and INTELLIA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSMIntellia Therapeutics, Inc. • February 23rd, 2024 • In vitro & in vivo diagnostic substances
This Amendment No. 1 to the Open Market Sale AgreementSM, dated as of February 23, 2024, is entered into by and between Intellia Therapeutics, Inc. (the “Company”) and Jefferies LLC (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Sales Agreement (as defined below).
