Spark Therapeutics, Inc. Sample Contracts
SPARK THERAPEUTICS, INC. 4,605,264 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • August 4th, 2017 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Spark Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 4,605,264 shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 690,789 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 20th, 2015 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [—], 2015 by and between Spark Therapeutics, Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
LEASE by and between WEXFORD-UCSC II, LP, a Delaware limited partnership and SPARK THERAPEUTICS, INC.,Lease • March 14th, 2016 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
New Markets Tax Credits: This building/Project was financed in part with a Federal subsidy called New Markets Tax Credits (NMTC). The NMTC Program was established by Congress in 2000 to spur new or increased investments into operating businesses and real estate projects located in low-income communities. Communities benefit from the jobs associated with these investments, as well as greater access to public facilities, goods, and services. In addition, as the communities develop, they become even more attractive to investors, spurring further investments and revitalization.
SPARK THERAPEUTICS INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2014 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • September 24th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
SPARK THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2014 STOCK INCENTIVE PLANIncentive Stock Option Agreement • September 24th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
LICENSE AGREEMENT between AAVENUE THERAPEUTICS and THE CHILDREN’S HOSPITAL OF PHILADELPHIA®License Agreement • January 20th, 2015 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This License Agreement (the “Agreement”) is entered into this 14th day of October, 2013 (the “Effective Date”), by and between AAVenue Therapeutics, LLC, a limited liability company organized and existing under the laws of Delaware and having a principal place of business at 34th and Civic Center Blvd, Philadelphia, PA 19104 (“Company”), and The Children’s Hospital of Philadelphia®, a non-profit entity organized and existing under the laws of Pennsylvania and having a principal place of business at 34th and Civic Center Boulevard, Philadelphia, PA 19104 (“CHOP”). Each of Company and CHOP may be referred to as a “Party” and both Company and Licensor may be collectively referred to as the “Parties”.
SPARK THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2014 STOCK INCENTIVE PLANRestricted Stock Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Restricted Stock Agreement (the “Agreement”) is made this [ ] day of [ ], 20[ ], between [Company], a Delaware corporation (the “Company”), and [ ] (the “Participant”).
AGREEMENT AND PLAN OF MERGER by and among ROCHE HOLDINGS, INC., 022019 MERGER SUBSIDIARY, INC. and SPARK THERAPEUTICS, INC. Dated as of February 22, 2019Merger Agreement • February 25th, 2019 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 22, 2019, by and among: Roche Holdings, Inc., Delaware corporation (“Parent”); 022019 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Spark Therapeutics, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2015 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January 16, 2015, by and between Spark Therapeutics, Inc. (the “Company”), and Kathrine A High, M.D. (the “Executive”) (together, the “Parties”).
LEASELease • February 27th, 2018 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
LICENSE AGREEMENT between GENABLE TECHNOLOGIES LIMITED and SPARK THERAPEUTICS, LLCLicense Agreement • January 20th, 2015 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This License Agreement (the “Agreement”) is entered into this 18th day of March, 2014 (the “Effective Date”), by and between Genable Technologies Limited, organized and existing under the laws of Ireland, and having a principal place of business at Media House, South County Business Park, Leopardstown, Dublin 18, Ireland (“Genable”) and Spark Therapeutics, LLC, organized and existing under the laws of Delaware, USA, and having a principal place of business at 3501 Civic Center Boulevard, Philadelphia, PA 19104, USA (“Spark”).
CREDIT AGREEMENT Dated as of July 3, 2018 between SPARK THERAPEUTICS, INC., as the Borrower, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the LenderCredit Agreement • November 6th, 2018 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This CREDIT AGREEMENT is entered into as of July 3, 2018, between SPARK THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, (the “Lender”).
UNIVERSITY Of PENNSYLVANIA Patent License AgreementPatent License Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Patent License Agreement (this “Agreement”) is between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Spark Therapeutics, Inc., a Delaware corporation (“Company”). This Agreement is being signed on December 2, 2014 (the “Execution Date”). This Agreement will become effective on December 2, 2014(the “Effective Date”).
LICENSE AGREEMENT BY AND BETWEEN PFIZER INC. AND SPARK THERAPEUTICS, INC. Dated as of December 6, 2014License Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This License Agreement (the “Agreement”) is entered into and made effective as of December 6, 2014 (the “Effective Date”), by and between Pfizer Inc., a corporation organized and existing under the laws of the State of Delaware with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”) and Spark Therapeutics, Inc. a corporation organized and existing under the laws of the State of Delaware with offices at 3737 Market Street, Suite 1300, Philadelphia, Pennsylvania 19104 (“Spark”). Pfizer and Spark are referred to herein individually as a “Party” and collectively as the “Parties”.
ASSET PURCHASE AGREEMENT BY AND BETWEEN JAZZ PHARMACEUTICALS IRELAND LIMITED AND SPARK THERAPEUTICS, INC.Asset Purchase Agreement • August 8th, 2018 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2018 (the “Effective Date”), by and between JAZZ PHARMACEUTICALS IRELAND LIMITED (“Buyer”) and SPARK THERAPEUTICS, INC. (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
MASTER RESEARCH SERVICES AGREEMENTMaster Research Services Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Master Research Services Agreement (this “Agreement”) is made this 14th day of October, 2013 (the “Effective Date”) by and between The Children’s Hospital of Philadelphia, with a principal address at 34th Street and Civic Center Boulevard, Philadelphia, Pennsylvania (“CHOP”), and AAVenue Therapeutics, LLC, a Delaware limited liability company with a principal address at 34th Street and Civic Center Boulevard, Philadelphia, Pennsylvania (“AAVT”). CHOP and AAVT may each be referred to herein as a “Party” and together as the “Parties”.
SERVICES AGREEMENTServices Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS SERVICES AGREEMENT is entered into this 26th day of December, 2013, by and between The Children’s Hospital of Philadelphia, a Pennsylvania nonprofit corporation (“Provider”) and Spark Therapeutics, LLC, (“Recipient”) a Delaware limited liability company and is effective as of March 14, 2013 (“Effective Date”).
MANUFACTURING AGREEMENTManufacturing Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Manufacturing Agreement (this “Agreement”) is made this 18th day of March, 2014 (the “Effective Date”) by and between Spark Therapeutics, LLC, a Delaware limited liability company with a principal address at 3501 Civic Center Boulevard, Philadelphia, Pennsylvania 19104, USA (“Spark”), and Genable Technologies Limited, a limited liability company with a principal address at c/o Delta Partners, Media House, South County Business Park, Leopardstown, Dublin 18, Ireland (“Genable”). Spark and Genable may each be referred to herein as a “Party” and together as the “Parties”.
DEVELOPMENT CONSULTANCY AGREEMENT between GENABLE TECHNOLOGIES LIMITED and SPARK THERAPEUTICS, LLCDevelopment Consultancy Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Development Consultancy Agreement (the “Agreement”) is entered into this 18th day of March, 2014 (the “Effective Date”), by and between Genable Technologies Limited, organized and existing under the laws of Ireland, and having a principal place of business at Media House, South County Business Park, Leopardstown, Dublin 18, Ireland (“Genable”) and Spark Therapeutics, LLC, organized and existing under the laws of Delaware, USA, and having a principal place of business at 34th Street and Civic Center Boulevard, 5th Floor, Philadelphia, PA 19104, USA (“Spark”).
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Technology Assignment Agreement (this “Agreement”) is entered into this 14th day of October, 2013 (“Effective Date”) by and between The Children’s Hospital of Philadelphia® (“CHOP”) and AAVenue Therapeutics, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 14, 2013, as amended from time to time.
LEASE by and between WEXFORD-UCSC 3737, LLC, a Delaware limited liability company and SPARK THERAPEUTICS, LLC, a Delaware limited liability companyLease Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS LEASE (this “Lease”) is entered into as of this 31st day of March, 2014 (the “Execution Date”), by and between WEXFORD-UCSC 3737, LLC, a Delaware limited liability company (“Landlord”), and SPARK THERAPEUTICS, LLC, a Delaware limited liability company (“Tenant”).
Common Share Membership AgreementCommon Share Membership Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Common Share Membership Agreement (this “Agreement”) is made as of December 16, 2013 (the “Admission Date”), by and between Spark Therapeutics, LLC (the “Company”) and Katherine High, MD (the “Member”).
UNIVERSITY OF PENNSYLVANIA PATENT LICENSE AGREEMENTPatent License Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Patent License Agreement (this “Agreement”) is between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and AAVenue Therapeutics, LLC, a Delaware limited liability company (“Company). This Agreement is being signed on October 14, 2013 (the “Execution Date”). This Agreement will become effective on October 14, 2013 (the “Effective Date”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2016 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AMENDMENT (the “Amendment”) is made as of January 5, 2016, by and between Spark Therapeutics, Inc., a Delaware corporation with its principal place of business at 3737 Market Street, Suite 1300, Philadelphia, PA 19104 (the “Company”), and Jeffrey D. Marrazzo (the “Executive”).
LICENSE AND OPTION AGREEMENT by and between SPARK THERAPEUTICS, INC. and SELECTA BIOSCIENCES, INC. December 2, 2016License and Option Agreement • February 28th, 2017 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This License and Option Agreement (hereinafter “Agreement”), effective as of December 2, 2016 (the “Effective Date”), is made by and between Spark Therapeutics, Inc., a Delaware corporation with corporate offices at 3737 Market Street, Suite 1300, Philadelphia, PA 19104 (“Spark”) and Selecta Biosciences, Inc., a Delaware corporation with corporate offices at 480 Arsenal Street, Building One, Watertown, MA 02472 (“Selecta”) (each, a “Party” and collectively, the “Parties”).
LICENSE AGREEMENT- AMENDMENT TWOLicense Agreement • May 11th, 2015 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
This second Amendment (hereinafter “Amendment Two”) serves as a modification to the License Agreement, having an effective date of October 14, 2013, and having a first amendment with an effective date of December 27, 2013, made by and between the University of Iowa Research Foundation, an Iowa Corporation having its principal office at 6 Gilmore Hall, 112 North Capitol Street, Iowa City, Iowa 52242 (hereinafter “UIRF”), and Spark Therapeutics, Inc., formerly known as AAVenue Therapeutics, LLC (hereinafter “Licensee”), having offices at 3737 Market Street, Suite 1300, Philadelphia, PA 19104 (hereinafter “Agreement”).
CASH COLLATERAL AGREEMENTCash Collateral Agreement • November 6th, 2018 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This CASH COLLATERAL AGREEMENT (this “Agreement”), dated as of July 3, 2018, is entered into by and between SPARK THERAPEUTICS, INC., a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”) in favor of the Lender and the other Secured Parties under (and as such term is defined in) that certain Credit Agreement, dated as of July 3, 2018 (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), between the Company and the Lender.
LICENSE AGREEMENT - AMENDMENT THREELicense Agreement • March 14th, 2016 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
This third Amendment (hereinafter “Amendment Three”) serves as a modification to the License Agreement, having an effective date of October 14, 2013, and having a first amendment with an effective date of December 27, 2013, and a second amendment with an effective date of March 23, 2015, made by and between the University of Iowa Research Foundation, an Iowa Corporation having its principal office at 6 Gilmore Hall, 112 North Capitol Street, Iowa City, Iowa 52242 (hereinafter “UIRF”), and Spark Therapeutics, Inc. (formerly known as AAVenue Therapeutics, LLC) a Delaware Corporation having a principal place of business at 3737 Market Street, Suite 1300 Philadelphia, Pennsylvania, 19104 (hereinafter "Licensee") (the License Agreement together with the first and second amendments hereinafter the “Agreement”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.Letter Agreement • August 2nd, 2017 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
This letter agreement (the “Letter Agreement”) confirms the understanding between Selecta Biosciences, Inc. (“Selecta”) and Spark Therapeutics, Inc. (“Spark” and, together with Selecta, the “Parties”) with respect to certain rights, remedies and obligations of the Parties pursuant to that certain License and Option Agreement between the Parties dated as of December 2, 2016, as such agreement may be amended pursuant to its terms (the “License Agreement”) and that certain Stock Purchase Agreement between the Parties dated as of December 2, 2016, as such agreement may be amended pursuant to its terms (the “Stock Purchase Agreement”). Any capitalized terms not defined in this Letter Agreement shall have the meanings ascribed to them in the License Agreement or the Stock Purchase Agreement, as applicable.
LICENSE AGREEMENT AMENDMENTLicense Agreement • March 14th, 2016 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment (the "Amendment"), with an effective date of November 23, 2015 (the "Effective Date") serves as a modification to the November 23, 2015 License Agreement made by and between Spark Therapeutics, Inc., a Delaware corporation having a principle place of business at 3737 Market Street, Suite 1300 Philadelphia, Pennsylvania, 19104 ("SPARK" and The Children's Hospital of Philadelphia®, a non-profit entity organized and existing under the laws of Pennsylvania and having a principal place of business at 34th and Civic Center Boulevard, Philadelphia, PA 19104 ("CHOP") (the "0775 Agreement"). Each of SPARK and CHOP may be referred to herein individually as a "Party" and together as the "Parties".
AMENDMENT #1 to License AgreementLicense Agreement • August 10th, 2016 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment #1 to License Agreement (the “First Amendment”) is entered into and made effective as of June 9, 2016 (the “First Amendment Effective Date”) and amends that certain License Agreement dated December 6, 2014 (the “License Agreement”), by and between Pfizer Inc., a corporation organized and existing under the laws of the State of Delaware with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”) and Spark Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware with offices at 3737 Market Street, Suite 1300, Philadelphia, Pennsylvania 19104 (“Spark”). Pfizer and Spark are referred to herein individually as a “Party” and collectively as the “Parties”.
SPARK THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 20th, 2015 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
FIRST AMENDMENT TO LEASELease • February 28th, 2019 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into as of October 1, 2018, by and between BRANDYWINE 3025 MARKET, LP, a Pennsylvania limited partnership (“Landlord”), and SPARK THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENT AMENDMENTLicense Agreement • February 28th, 2019 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment (the "Amendment"), with an effective date of November 23, 2015 (the "Effective Date") serves as a modification to the November 23, 2015 License Agreement made by and between Spark Therapeutics, Inc., a Delaware corporation having a principle place of business at 3737 Market Street, Suite 1300 Philadelphia, Pennsylvania, 19104 ("SPARK"), and The Children's Hospital of Philadelphia®, a non-profit entity organized and existing under the laws of Pennsylvania and having a principal place of business at 34th and Civic Center Boulevard, Philadelphia, PA 19104 ("CHOP") (the "[**] Agreement"). Each of SPARK and CHOP may be referred to herein individually as a "Party" and together as the "Parties".
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2016 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Employment Agreement (the “Agreement”) is made as of ____ ____, 2016, by and between Spark Therapeutics, Inc. (the “Company”), and ____, (the “Executive”) (together, the “Parties”).
