UNDERWRITING AGREEMENT between Intensity Therapeutics, Inc. and The Benchmark Company, LLC as Representative of the Several Underwriters Intensity Therapeutics, Inc.Underwriting Agreement • July 5th, 2023 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Intensity Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Intensity Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • July 3rd, 2024 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Intensity Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
UNDERWRITER COMMON STOCK PURCHASE WARRANT Intensity Therapeutics, Inc.Underwriter Common Stock Purchase Warrant • September 20th, 2022 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intensity Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Underwriting Agreement.
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] CLINICAL TRIAL...Clinical Trial Collaboration and Supply Agreement • October 28th, 2021 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Clinical Trial Collaboration and Supply Agreement (the “Agreement”) is made and entered into effective as of the date signed by the last Party to sign below (the “Effective Date”) by and between Intensity Therapeutics, Inc., having a place of business at 61 Wilton Road, 3rd Floor, Westport, CT 06880 (the “Recipient”) and Bristol-Myers Squibb Company, having a place of business at Route 206 and Province Line Road, Princeton, New Jersey, USA 08543 (“BMS”). The Recipient and BMS are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 20th, 2022 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Warrant Agent Agreement (“Warrant Agreement”) is made as of [●], 2022, by and between Intensity Therapeutics, Inc., a Delaware corporation, with offices at 61 Wilton Road, 3rd Floor, Westport, CT 06880 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (collectively, the “Warrant Agent”).
Form of Underwriter Warrant Intensity Therapeutics, Inc.Underwriter Warrant • July 5th, 2023 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 5, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 5, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intensity Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Underwriting Agreement.
INTENSITY THERAPEUTICS, INC. STOCK OPTION AGREEMENT UNDER THE 2021 STOCK AND OPTION PLANStock Option Agreement • August 22nd, 2023 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Stock Option Agreement (“Agreement”) is an Award Agreement issued under the Company’s 2021 Stock and Option Plan, as amended from time to time.
Collaboration Agreement between Intensity TherapeuticsCollaboration Agreement • August 8th, 2024 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances)
The trial SAKK 66/22 “Intratumoral INT230-6 followed by neoadjuvant Pembrolizumab and chemotherapy in patients with early triple-negative breast cancer (TNBC). An open-label randomized two-cohort phase 2 clinical trial. INVINCIBLE-4-SAKK”
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2023 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances)
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 20, 2023 (the “Effective Date”), by and between INTENSITY THERAPEUTICS, Inc., a Delaware corporation (“INTENSITY” or “Company”), and John Wesolowski (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2021 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • Connecticut
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of August 25, 2014 (the “Effective Date”), by and between INTENSITY THERAPEUTICS, Inc., a Delaware corporation (“INTENSITY” or “Company”), and Ian B. Walters (the “Employee”).
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] MATERIAL TRANSFER AND...Material Transfer and Collaboration Agreement • November 12th, 2021 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • Ontario
BETWEEN: the ontario institute for cancer research, an institution having a principal place of business at MaRS Centre, 661 University Avenue, Suite 510, Toronto, ON, Canada, M5G 0A3 (hereinafter “OICR”)
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2023 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances)
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 11, 2023, (the “Effective Date”), by and between INTENSITY THERAPEUTICS, Inc., a Delaware corporation (“INTENSITY” or “Company”), and Joseph Talamo (the “Employee”) with an address of 123 Harbor Drive, Unit 409; Stamford, CT 06902.
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2021 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • Connecticut
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 21, 2019, (the “Effective Date”), by and between INTENSITY THERAPEUTICS, Inc., a Delaware corporation (“INTENSITY” or “Company”), and Rebecca “Peggi” Drain (the “Employee”) with an address of 86 River Road, Killingworth, CT 06419.
OFFICE LEASE by and between Waldman Associates Limited Partnership (Landlord) and Intensity Therapeutics, Inc. (Tenant) Dated: January 16, 2017Office Lease • June 9th, 2023 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • Connecticut
THIS LEASE (this “Lease”) made as of the 16 day of January, 2017, by and between Waldman Associates Limited Partnership with a principal place of business c/o David Adam Realty, Inc., 61 Wilton Road, Westport, Connecticut 06880 (“Landlord”), and Intensity Therapeutics, Inc., with a place of business located at 8 Wright Street, Suite 107, Westport, CT 06880 (“Tenant”).
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] CLINICAL TRIAL...Clinical Trial Collaboration and Supply Agreement • October 28th, 2021 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), is entered into as of June 21, 2019 (the “Effective Date”), by and between MSD International GmbH, having a place of business at Weystrasse 20, 6000 Luzern 6, Switzerland (“MSD”), and Intensity Therapeutics, Inc., having a place of business at 61 Wilton Road, 3rd Floor, Westport, CT 06880 USA (“Intensity”). MSD and Intensity are each referred to herein individually as “Party” and collectively as “Parties”.
LEASE MODIFICATION/TERMINATION AGREEMENTLease Modification/Termination Agreement • June 9th, 2023 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE MODIFICATION/TERMINATION AGREEMENT made as of the 27 day of March, 2023, by and between WALP 57-61, LLC with a principal place of business c/o David Adam Realty, Inc., 57 Wilton Road, Westport, Connecticut 06880 (“Landlord”), and Intensity Therapeutics, Inc. (“Tenant”).
SECOND AMENDMENT OF LEASELease • June 9th, 2023 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT OF LEASE (this “Second Amendment”) made as of the 20th day of July 2020, by and between WALP 57-61, LLC with a principal place of business c/o David Adam Realty. Inc., 57 Wilton Road, Westport, Connecticut 06880 (“Landlord”), and Intensity Therapeutics, Inc., with a place of business located at 6l Wilton Road, Westport, Connecticut, 06880 (“Tenant”).
FIRST AMENDMENT OF LEASELease • June 9th, 2023 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT OF LEASE (this “First Amendment”) made as of the __ day of November 2018, by and between WALP 57-61, LLC with a principal place of business c/o David Adam Realty, Inc., 57 Wilton Road, Westport, Connecticut 06880 (“Landlord”), and Intensity Therapeutics, Inc., with a place of business located at 61 Wilton Road, Westport, Connecticut, 06880 (“Tenant”).
