CARIBOU BIOSCIENCES, INC. (a Delaware corporation) 19,230,769 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2023 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
Caribou Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), SVB Securities LLC (“Leerink Partners”), Evercore Group L.L.C. (“Evercore”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA, Leerink Partners and Evercore are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth opposite such Underwriters’ respective names in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 19,2
CARIBOU BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 , and is between Caribou Biosciences, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CARIBOU BIOSCIENCES, INC.Stock Option Agreement • July 26th, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • California
Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • March 11th, 2024 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • California
This Officer Employment Agreement (“Agreement”) is dated as of January 1, 2024 (“Effective Date”), and is by and between Caribou Biosciences, Inc., a Delaware corporation, having an address at 2929 7th Street, Suite 105, Berkeley, CA 94710 (the “Company”), and Tim Kelly (the “Officer”).
CARIBOU BIOSCIENCES, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • California
Zone III Healthcare Holdings, LLC c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, CA 94111 Attn: Philip Dreyfuss Re: Participation RightsLetter Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This letter agreement (this “Agreement”) memorializes the agreement and understanding between Zone III Healthcare Holdings, LLC (“Investor”), on the one hand, and Caribou Biosciences, Inc., a Delaware corporation (the “Company”), on the other hand, regarding the Company’s grant to Investor of the right to participate in the Company’s future initial public offering of its equity securities on the terms, and subject to the conditions, set forth below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2023 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2023, between Caribou Biosciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Pfizer Inc., a corporation organized under the laws of the State of Delaware (the “Purchaser”).
OFFICE/LABORATORY LEASE BETWEEN 7TH STREET PROPERTY III GENERAL PARTNERSHIP (LANDLORD) AND CARIBOU BIOSCIENCES, INC. (TENANT) Berkeley, CaliforniaWork Agreement • January 19th, 2022 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • California
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of March 2, 2021, by and among Caribou Biosciences, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (each, an “Investor”) and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
CONFIDENTIALExclusive License Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • California
This license agreement (“Agreement”), effective as of the date of the last signature below (“Effective Date”), is entered into by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 acting through its Office of Technology Licensing, at the University of California, Berkeley, having its administrative office at 2150 Shattuck Avenue, Suite 510, Berkeley, California 94720-1620 (“REGENTS”), The University of Vienna, having a business address at Universltatsring 1, 1010, Vienna, Austria acting through its Research Services and Career Development Office; University of Berggasse 7, 2nd floor 1090 Vienna, Austria (“UNIVERSITY OF VIENNA”) and Caribou Biosciences, Inc., a Delaware corporation, having a principal place of business at QB3 Garage, MS#3220, Stanley Hall, Rm. 130, Berkeley, California 94720 (“LICENSEE”). REGENTS and UNIVERSITY OF VIENNA shall
SALE AND ASSIGNMENT AGREEMENTSale and Assignment Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • California
This Sale and Assignment Agreement (this “Agreement”), dated as of January 31, 2020 (the “Effective Date”), is by and between ProMab Biotechnologies, Inc., having an address at 2600 Hilltop Drive, Richmond, CA 94806 (“ProMab”), and Caribou Biosciences, Inc., having a place of business at 2929 7th Street, Suite 105, Berkeley, CA 94710 USA (“Caribou”). ProMab and Caribou are each referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT #8 to the AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment #8 to the Amended and Restated Collaboration and License Agreement (“Amendment #8”), effective December 18, 2020 (the “Amendment #8 Effective Date”), is by and between Pioneer Hi-Bred International, Inc., with headquarters at 7100 NW 62nd Avenue, PO Box 1014, Johnston, Iowa 50131-1014, USA (“Pioneer”), and Caribou Biosciences, Inc., located at 2929 7th St., Suite 105, Berkeley, California 94710 (“Caribou Bio”) (Caribou Bio and Pioneer, each individually a “Party,” and together the “Parties”).
LICENSE AGREEMENTLicense Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
AMENDMENT #1 to the AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT #1 (“Amendment”), effective January 21, 2016 (“Amendment Effective Date”), is by and between Pioneer Hi-Bred International, Inc., with headquarters at 7100 NW 62nd Avenue, PO Box 1014, Johnston, Iowa 50131-1014, USA (“Pioneer”), and Caribou Biosciences, Inc., located at 2929 7th St., Suite 120, ‘Berkeley, California 94710 (“Caribou Bio”) (Caribou Bio and Pioneer, each individually a “Party”, and together the “Parties”).
COLLABORATION AND LICENSE AGREEMENT Between CARIBOU BIOSCIENCES, INC. And ABBVIE MANUFACTURING MANAGEMENT UNLIMITED COMPANY Dated as of February 9, 2021Collaboration and License Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
This Collaboration and License Agreement (the “Agreement”) is made and entered into effective as of February (the “Effective Date”) by and between Caribou Biosciences, Inc., a Delaware corporation with its principal place of business at 2929 Seventh St., Suite 105, Berkeley, CA 94710 (“Caribou”), and AbbVie Manufacturing Management Unlimited Company, a private unlimited company incorporated under the laws of Ireland with its principal place of business at 2.3 Woodford Business Park, Santry, Dublin 9, Ireland (“AbbVie”). Caribou and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT #3 to the AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment #3 to the Amended and Restated Collaboration and License Agreement (“Amendment”), effective March 13, 2017 (the “Amendment #3 Effective Date”), is by and between Pioneer Hi-Bred International, Inc., with headquarters at 7100 NW 62nd Avenue, PO Box 1014, Johnston, Iowa 50131-1014, USA (“Pioneer”), and Caribou Biosciences, Inc., located at 2929 7th St., Suite 105, Berkeley, California 94710 (“Caribou Bio”) (Caribou Bio and Pioneer, each individually a “Party”, and together the “Parties”).
AMENDMENT #7 to the AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment #7 to the Amended and Restated Collaboration and License Agreement (“Amendment #7”), dated December 18, 2020 (the “Amendment #7 Effective Date”), is by and between Pioneer Hi-Bred International, Inc., with headquarters at 7100 NW 62nd Avenue, PO Box 1014, Johnston, Iowa 50131-1014, USA (“Pioneer”), and Caribou Biosciences, Inc., located at 2929 7th St., Suite 105, Berkeley, California 94710 (“Caribou Bio”) (Caribou Bio and Pioneer, each individually a “Party,” and together the “Parties”).
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT (“Agreement”) completely supersedes and replaces, as of July 13, 2015 (“the “Amended Effective Date”), the Collaboration and License Agreement by and between Pioneer Hi-Bred International, Inc., with headquarters at 7100 NW 62nd Avenue, PO Box 1014, Johnston, Iowa 50131-1014, USA (“Pioneer”), and Caribou Biosciences, Inc., located at 2929 7th St., Suite 120, Berkeley, California 94710 (“Caribou Bio”), (Caribou Bio and Pioneer, each individually a “Party”, and together the “Parties”), [***].
Amendment No. 2 to Exclusive License Agreement for Methods and Compositions for RNA-Directed Target DNA Modification and for RNA-Directed Modulation of TranscriptionCaribou Biosciences, Inc. • July 1st, 2021 • Biological products, (no disgnostic substances)
This Amendment No. 2 is made to the Exclusive License Agreement for Methods and Compositions for RNA-Directed Target DNA Modification and for RNA-Directed Modulation of Transcription, dated April 16, 2013, as amended by an Amendment Agreement, dated April 17, 2013 (collectively, the “License Agreement”), by and among The Regents of the University of California, the University of Vienna, and Caribou Biosciences, Inc., and is effective March 14, 2019 (the ‘‘Amendment Effective Date”). Caribou Biosciences, Inc. is referred to as “LICENSEE” and The Regents of the University of California (“REGENTS”) and the University of Vienna are collectively referred to as “LICENSORS.” Capitalized terms not defined herein shall have the meaning set forth in the License Agreement.
AMENDMENT NO. 1 to OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Officer Employment Agreement (“Amendment”) is made April 10, 2019 (“Amendment Effective Date”) and is by and between Caribou Biosciences, Inc., a Delaware corporation, having an address at 2929 7th Street, Suite 105, Berkeley, CA 94710 (the “Company”), and Rachel E. Haurwitz, Ph.D. (the “Officer”).
AMENDMENT NO. 1 to OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Officer Employment Agreement (“Amendment”) is made April 10, 2019 (“Amendment Effective Date”) and is by and between Caribou Biosciences, Inc., a Delaware corporation, having an address at 2929 7th Street, Suite 105, Berkeley, CA 94710 (the “Company”), and Barbara G. McClung, J.D. (the “Officer”).
ContractAmendment Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
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 “[***]”.
SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • California
This Scientific Advisory Board Agreement (“Agreement”), effective as of June 18, 2012 (“Effective Date”), is made between Caribou Biosciences, Inc. (“Company”), a Delaware corporation, and Jennifer A. Doudna (“Advisor”) (each may be referred to below individually as a “party” and collectively as the “parties”).
SCIENTIFIC ADVISORY BOARD AGREEMENTAdvisory Board Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • California
This [***] Scientific Advisory Board Agreement (this “Agreement”) is made and entered into as of January 1, 2017 (the “Effective Date”), and is by and between Caribou Biosciences, Inc., a Delaware corporation, and Jennifer A. Doudna, an individual (“Advisor”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
Amendment No. 5 to Scientific Advisory Board AgreementScientific Advisory Board Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 5 to Scientific Advisory Board Agreement (“Amendment No. 5”), effective January 1, 2020 (“Amendment No. 5 Effective Date”), is made to the Scientific Advisory Board Agreement, dated June 18, 2012, as amended by Amendment No. 1 to Scientific Advisory Board Agreement, dated June 18, 2012, Amendment No. 2 to Scientific Advisory Board Agreement, dated May 31, 2016, Amendment No. 3 to Scientific Advisory Board Agreement, dated January 1, 2017, and Amendment No. 4 to Scientific Advisory Board Agreement, dated March 31, 2018 (collectively, the “SAB Agreement”), and is by and between Caribou Biosciences, Inc. (the “Company”), a Delaware corporation, and Jennifer A. Doudna (“Advisor”), an individual. Each may be referred to as a “party” and collectively as the “parties.” Any capitalized term used in this Amendment No. 5 that is not defined herein has the meaning ascribed to it in the Agreement.
Amendment No. 3 to Scientific Advisory Board AgreementScientific Advisory Board Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 3, effective January 1, 2017 (“Amendment Effective Date”), is made to the Scientific Advisory Board Agreement, dated June 18, 2012, as amended by Amendment No. 1 to Scientific Advisory Board Agreement, dated June 18, 2012, and Amendment No. 2 to Scientific Advisory Board Agreement, dated May 31, 2016 (collectively, the “SAB Agreement”), and is by and between Caribou Biosciences, Inc. (the “Company”), a Delaware corporation, and Jennifer A. Doudna (“Advisor”), an individual. Each may be referred to as a “party” and collectively as the “parties.” Any capitalized term used herein that is not defined has the meaning ascribed to it in the SAB Agreement.
Amendment No. 2 to Scientific Advisory Board AgreementScientific Advisory Board Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2, effective May 31, 2016 (“Amendment Effective Date”), is made to the Scientific Advisory Board Agreement, dated June 18, 2012, as amended by Amendment No. 1 to Scientific Advisory Board Agreement, dated April 12, 2014 (collectively, the “SAB Agreement”), and is by and between Caribou Biosciences, Inc. (the “Company”), a Delaware corporation having its address at 2929 7th Street, Suite 105, Berkeley, CA 94710, and Jennifer A. Doudna (“Advisor”), an individual. Each may be referred to as a “party” and collectively as the “parties.” Any capitalized term used herein that is not defined shall have the meaning ascribed to it in the SAB Agreement.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
This First Amendment to Third Amended and Restated Voting Agreement (this “Amendment”), effective as of March 29, 2021, is made by and among Caribou Biosciences, Inc., a Delaware corporation (the “Company”), PFM Health Sciences, LP and certain stockholders of the Company with reference to that certain Third Amended and Restated Voting Agreement dated as of March 2, 2021 (the “Voting Agreement”) by and among the holders of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”), the holders of the Company’s Series A-1 Preferred Stock, $0.0001 par value per share (“Series A-1 Preferred Stock”), the holders of the Company’s Series B Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock”), the holders of the Company’s Series C Preferred Stock, $0.0001 par value per share (the “Series C Preferred Stock;” and referred to herein collectively with the Series A Preferred Stock, the Series A-1 Preferred Stock, and the Series B Prefer
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 • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
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:
MUTUAL TERMINATION OF THE [***] SCIENTIFIC ADVISORY BOARD AGREEMENTBoard Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Mutual Termination of the [***] Scientific Advisory Board Agreement (“Mutual Termination”) is entered into as of March 17, 2018, and is by and between Caribou Biosciences, Inc., a Delaware corporation (“Company”), and Jennifer A. Doudna, an individual (“Advisor”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). Capitalized terms not defined herein shall have the meaning set forth in the [***] Scientific Advisory Board Agreement.
AMENDMENT #6 to the AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment #6 to the Amended and Restated Collaboration and License Agreement (“Amendment #5”), effective June 2, 2019 (the “Amendment #6 Effective Date”), is by and between Pioneer Hi-Bred International, Inc., with headquarters at 7100 NW 62” Avenue, PO Box 1014, Johnston, Iowa 50131-1014, USA (“Pioneer”), and Caribou Biosciences, Inc., located at 2929 7th St., Suite 105, Berkeley, California 94710 (“Caribou Bio”) (Caribou Bio and Pioneer, each individually a “Party,” and together the “Parties”).
SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of March 2, 2021, by and among Caribou Biosciences, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
ADDENDUM TO LICENSE AGREEMENTLicense Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic 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.
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of March 2, 2021 by and among Caribou Biosciences, Inc. a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 1st, 2021 • Caribou Biosciences, Inc. • Biological products, (no disgnostic substances)
This Pledge and Security Agreement (the “Agreement”) is entered into as of November 27, 2018 by and between Caribou Biosciences, Inc., a Delaware corporation (the “Company”), and Rachel E. Haurwitz, Ph.D. (“Borrower”).
