SERES THERAPEUTICS, INC. 10,500,000 Shares of Common Stock Underwriting Agreement (this “Agreement”)Underwriting Agreement • August 14th, 2020 • Seres Therapeutics, Inc. • Pharmaceutical preparations • New York
Seres 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 representatives (the “Representatives”), an aggregate of 10,500,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,575,000 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”.
SERES THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2015 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[15] between Seres Therapeutics, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
Seres Therapeutics, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • June 16th, 2015 • Seres Therapeutics, Inc. • Pharmaceutical preparations • New York
Seres Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [—] additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
SERES THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 8th, 2023 • Seres Therapeutics, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2021 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”), dated as of January 29, 2021 (the “Effective Date”), is made by and between Seres Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and David Ege, Ph.D (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2024 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of February 24, 2024, is made by and between Seres Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Marella Thorell (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
CREDIT AGREEMENT AND GUARANTY dated as of April 27, 2023 by and among SERES THERAPEUTICS, INC., as the Borrower, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO as the Lenders,...Credit Agreement • April 27th, 2023 • Seres Therapeutics, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT AND GUARANTY, dated as of April 27, 2023 (this “Agreement”), among SERES THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time hereunder (each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
LEASE AGREEMENTLease Agreement • May 14th, 2015 • Seres Health, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 1st day of April, 2015, between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and SERES HEALTH, INC., a Delaware corporation (“Tenant”).
ContractLoan and Security Agreement • January 27th, 2015 • Seres Health, Inc. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of September 9, 2013, by and between COMERICA BANK (“Bank”) and SERES HEALTH, INC., a Delaware corporation (“Borrower”).
ContractWarrant Agreement • May 27th, 2015 • Seres Therapeutics, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 1st, 2022 • Seres Therapeutics, Inc. • Pharmaceutical preparations • California
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 24, 2022 (the “Second Amendment Effective Date”), is made by and among Seres Therapeutics, Inc., a Delaware corporation, and each of its Subsidiaries from time to time party to the Loan Agreement (individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (each, a “Lender”, and collectively, the “Lenders”) and Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).
ContractCommon Stock Purchase Warrant • May 27th, 2015 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 7 OF THIS WARRANT.
Form of Support AgreementSupport Agreement • August 6th, 2024 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made as of August 5, 2024, by and among Seres Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (“Purchaser”), and the Person set forth on Schedule A hereto (“Stockholder”).
SUPPLY AGREEMENTSupply Agreement • May 8th, 2024 • Seres Therapeutics, Inc. • Pharmaceutical preparations
THIS SUPPLY AGREEMENT (the “Agreement”), effective as of September 15, 2015 (the “Effective Date”), is made and entered into by and between Seres Therapeutics, Inc. (formerly Seres Health, Inc.), a corporation organized and existing under the laws of Delaware, having its principal place of business at 215 First Street, Cambridge MA 02142, USA (“Seres”); and GenIbet BioPharmaceuticals, SA, a corporation organized and existing under the laws of Portugal, having its principal place of business at Edifício da Unidade Piloto do IBET, Estação Agronómica Nacional, Avenida da República, 2780-157 Oeiras, Portugal (“GenIbet”). Seres and GenIbet may be referred to herein individually as a “Party” or collectively as the “Parties.”
EMPLOYEE SUPPORT AGREEMENTEmployee Support Agreement • October 1st, 2024 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYEE SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of September 30, 2024 (the “Effective Date”) by and between Société des Produits Nestlé S.A. (“Purchaser”) and Seres Therapeutics, Inc. (“Seller” and, together with Purchaser, the “Parties” and each, individually, a “Party”). Capitalized terms not defined herein shall have the meanings set forth in the Asset Purchase Agreement, dated as of August 5, 2024 by and between Purchaser and Seller (the “Purchase Agreement”).
LEASE AGREEMENTLease Agreement • May 27th, 2015 • Seres Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 29th day of June, 2012, between AREMA REGION NO. 21, LLC, a Delaware limited liability company (“Landlord”), and SERES HEALTH, INC., a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2022 • Seres Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2022, between Seres Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 30th, 2022 • Seres Therapeutics, Inc. • Pharmaceutical preparations • New York
FORM OF TRANSITION SERVICES AGREEMENT By and Between Seres Therapeutics, Inc., and [Société des Produits Nestlé S.A] Dated as of [ ● ], 2024Transition Services Agreement • August 6th, 2024 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of [ ● ], 2024 (the “Effective Date”), by and between Seres Therapeutics, Inc., a Delaware corporation (“Seller”), and [Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland] (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings given to them in that certain Asset Purchase Agreement, dated as of August 5, 2024 (the “Purchase Agreement”), by and between Seller and Purchaser.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2024 • Seres Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2024 by and between Seres Therapeutics, Inc., a Delaware corporation (the “Company”), and Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (the “Investor”).
CROSS-LICENSE AGREEMENTCross-License Agreement • October 1st, 2024 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This CROSS-LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2024 (the “Effective Date”), is made by and between Seres Therapeutics, Inc., a Delaware corporation (“Seller”), and Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (“Purchaser”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2018 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Second Amendment (the “Second Amendment”) to that certain Employment Agreement between Seres Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Eric D. Shaff (the “Executive”) dated as of June 16, 2015, as amended (the “Employment Agreement”) is made as of March 7, 2018 (the “Amendment Date”), by and between the Company and the Executive.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2018 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Second Amendment (the “Second Amendment”) to that certain Employment Agreement between Seres Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and David N. Cook, Ph.D. (the “Executive”) dated as of June 13, 2015, as amended (the “Employment Agreement”) is made as of March 7, 2018 (the “Amendment Date”), by and between the Company and the Executive.
CONSULTING AGREEMENTConsulting Agreement • November 21st, 2018 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made this 16th day of November, 2018 (the “Separation Date”), is entered into by Seres Therapeutics, Inc., a Delaware corporation (the “Company”), and Michele Trucksis, Ph.D., M.D. (the “Consultant”).
Amendment to LONG TERM MANUFACTURING AGREEMENTLong Term Manufacturing Agreement • March 7th, 2023 • Seres Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT (the “Amendment”), to that certain Long Term Manufacturing Agreement by and between Seres Therapeutics, Inc. and BacThera AG, dated as of November 8, 2021 (the “LTMA”), is made and entered into as of December 14, 2022 by and between Seres Therapeutics, Inc. (“Seres”), a corporation organized and existing under the laws of Delaware, having its principal place of business at 200 Sidney Street, Cambridge, MA 02139, USA; and BacThera AG, a joint venture between Chr. Hansen A/S and Capsugel Belgium NV, a Lonza Group Affiliate, (“Lonza”), having a place of business at Hochbergerstrasse 60A, 4057 Basel, Switzerland (“Bacthera”). Seres and Bacthera may be referred to herein individually as a “Party” or collectively as the “Parties.”
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 27th, 2015 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 19th day of December, 2014, by and among Seres Health, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
FIRST AMENDMENT TO LEASELease • December 14th, 2022 • Seres Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 9th day of December, 2022, by and between BMR-Sidney Research Campus LLC (f/k/a BMR 200-Sidney Street LLC), a Delaware limited liability company (“Landlord”), and Seres Therapeutics, Inc., a Delaware corporation (“Tenant”).
April 5, 2013 Frank Bobe Dover, MA 02030Employment Separation Agreement • December 11th, 2014 • Seres Health, Inc. • Pharmaceutical preparations
This letter confirms the agreement between you and Seres Health, Inc. (the “Company”) regarding the separation of your employment, effective as of March 29, 2013 (the “Separation Date”). If you sign and return this letter to me on or before April 26, 2013, and do not timely revoke it, it shall become a binding agreement between you and the Company, and you will receive the payments and benefits described herein. If you do not sign and return it, or if you revoke it in accordance with the terms of Section 7(c), below, you will receive no further payments from the Company after the Separation Date, except as specified in Section 6, below.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2018 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Second Amendment (the “Second Amendment”) to that certain Employment Agreement between Seres Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Roger J. Pomerantz, M.D. (the “Executive”) dated as of June 12, 2015, as amended (the “Employment Agreement”) is made as of March 7, 2018 (the “Amendment Date”), by and between the Company and the Executive.
COLLABORATION AND LICENSE AGREEMENT between NESTEC LTD. and SERES THERAPEUTICS, INC.Collaboration and License Agreement • May 16th, 2016 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made as of January 9, 2016 (the “Effective Date”), by and between NESTEC LTD., a limited company organized and existing under the laws of Switzerland, having an office located at Avenue Nestlé 55, 1800 Vevey, Switzerland (“NHSc”), and Seres Therapeutics, Inc., a corporation incorporated and existing under the laws of the State of Delaware, having an office located at 215 First Street, Cambridge, MA 02142, USA (“Seres”). NHSc and Seres are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Separation Agreement and ReleaseSeparation Agreement • January 15th, 2019 • Seres Therapeutics, Inc. • Pharmaceutical preparations
This Separation Agreement and Release (“Agreement”) is made by and between Roger J. Pomerantz, M.D. (“Executive”) and Seres Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
WARRANT TO PURCHASE STOCKWarrant Agreement • June 16th, 2015 • Seres Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 27th day of November, 2012, by and among Seres Health, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
TRANSITION SERVICES AGREEMENT By and Between Seres Therapeutics, Inc., and Nestlé Enterprises S.A. Dated as of September 30, 2024Transition Services Agreement • October 1st, 2024 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of September 30, 2024 (the “Effective Date”), by and between Seres Therapeutics, Inc., a Delaware corporation (“Seller”), and Nestlé Enterprises S.A., a société anonyme organized under the laws of Switzerland (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings given to them in that certain Asset Purchase Agreement, dated as of August 5, 2024 (the “Purchase Agreement”), by and between Seller and Société des Produits Nestlé S.A. (“SPN”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2017 • Seres Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This First Amendment (the “First Amendment”) to that certain Employment Agreement between Seres Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and John G. Aunins, Ph.D. (the “Executive”) dated as of August 10, 2015 (the “Employment Agreement”) is made as of February 8, 2017 (the “Amendment Date”), by and between the Company and the Executive.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2015 • Seres Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment (the “First Amendment”) to that certain Employment Agreement between Seres Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Michele Trucksis, Ph.D., M.D. (the “Executive”) dated as of June 13, 2015 (the “Employment Agreement”) is made as of August 7, 2015 (the “Amendment Date”), by and among the Company and the Executive.
