Checkmate Pharmaceuticals, Inc. Sample Contracts

CHECKMATE PHARMACEUTICALS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20_____ Debt Securities
Indenture • September 7th, 2021 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

THIS INDENTURE, dated as of [•], 20___, between CHECKMATE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • September 7th, 2021 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
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SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 23rd, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of June, 2020, by and among Checkmate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” in accordance with Subsection 6.1 or Subsection 6.9 below, the “Investors”, each of which is referred to in this Agreement as an “Investor.”

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CHECKMATE PHARMACEUTICALS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • August 3rd, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Checkmate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).

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CHECKMATE PHARMACEUTICALS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • August 3rd, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Checkmate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).

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AGREEMENT AND PLAN OF MERGER among: Checkmate Pharmaceuticals, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Scandinavian Acquisition Sub, Inc., a Delaware corporation Dated as of April 18, 2022
Merger Agreement • April 19th, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.

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SUPPLY AND NON-EXCLUSIVE LICENSE AGREEMENT
Supply and Non-Exclusive License Agreement • August 12th, 2021 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

This Supply and Non-Exclusive License Agreement (“Agreement”), made as of this 6th day of May 2021 (the “Effective Date”), is by and between Regeneron Pharmaceuticals, Inc. (“Regeneron”), having a place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591-6707 and Checkmate Pharmaceuticals. (“Sponsor”), having a place of business at 245 Main Street, 2nd Floor, Cambridge MA 02142. Regeneron and Sponsor are each referred to herein individually as “Party” and collectively “Parties”.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 3rd, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (the “Agreement”), made and entered into this 8th day of April, 2020 (the “Effective Date”), by and between Checkmate Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Arthur M. Krieg (“Executive”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 17th, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (the “Agreement”), made and entered into this 14th day of July, 2015 (the “Effective Date”), by and between Checkmate Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Arthur M. Krieg (“Executive”).

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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • April 19th, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 18, 2022, is entered into by and among Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), Scandinavian Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and together with Parent and Purchaser, the “Parties” and each, a “Party”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 9th, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (this “Agreement”), made and entered into this February 1, 2022, and effective as of March 1, 2022 (the “Effective Date”), by and between Checkmate Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Alan Bash (“Executive”).

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT
License Agreement • July 17th, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

THIS LICENSE AGREEMENT (the “Agreement”) is dated as of June 17, 2015 (the “Signing Date”) by and between Cytos Biotechnology Ltd. a Swiss company having a place of business at Wagistrasse 25, 8952 Schlieren, Switzerland (“Licensor”), and Checkmate Pharmaceuticals, LLC, having its registered office at 49 Trowbridge St. #3, Cambridge, MA 02138, USA (“Checkmate”). Licensor and Checkmate may be referred to herein as a “Party” or, collectively, as “Parties”.

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MASTER CLINICAL TRIAL COLLABORATION AGREEMENT
Master Clinical Trial Collaboration Agreement • March 29th, 2021 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS MASTER CLINICAL TRIAL COLLABORATION AGREEMENT (the “Agreement”) is made and entered into as of December 7, 2020 (the “Effective Date”) by and between Checkmate Pharmaceuticals, Inc., a Delaware corporation headquartered at 245 Main Street, Cambridge, MA 02142 (“Checkmate”), and Bristol-Myers Squibb Company, a Delaware corporation, headquartered at 430 E. 29th Street, 14FL, New York, New York. 10016 (“BMS”). Checkmate and BMS may be referred to herein individually as a “Party,” or collectively as the “Parties”.

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement • October 27th, 2021 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Separation Agreement and Release (this “Agreement”) is made between Checkmate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Barry Labinger (the “Executive”). The Company together with the Executive shall be referred to as the “Parties”.

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT
Clinical Trial Collaboration and Supply Agreement • July 7th, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of August 22, 2018 (the “Effective Date”), is by and between Ares Trading S.A., Z.I de l’Ouriettaz, CH-1170 Aubonne, Switzerland (“Merck”), an affiliate of Merck KGaA, Darmstadt, Germany, and Pfizer Inc., having a place of business at 235 East 42nd Street, New York, NY 10017 USA (“Pfizer”) on the one side, and Checkmate Pharmaceuticals, Inc., having a place of business at One Broadway, 14th floor, Cambridge, MA 02142 (“Checkmate”) on the other side. Merck and Pfizer together are referred to herein as the “Alliance”. The Alliance and Checkmate are each referred to herein individually as “Party” and collectively as “Parties”.

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Master Services Agreement • July 7th, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
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Contract
Service Agreement • July 17th, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts

The licensee(s) identified on the signature page of this agreement (the “Licensee” or “Client”) and CIC hereby agree to the following (the “Agreement” or “Service Agreement”).

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AMENDMENT [NO. 1]1[NO.2]2 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 2nd, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT [NO. 1][NO. 2] (this “Amendment”) to that certain Executive Employment Agreement, dated [____], by and between Checkmate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [_____] (“Executive”) (the “Employment Agreement”), [as amended,]3 is made as of [_____], 2022.

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 1 TO CLINICAL TRIAL COLLABORATION AND SUPPLY...
Clinical Trial Collaboration and Supply Agreement • July 7th, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

This Amendment No. 1 (“Amendment”), dated as of March 4, 2019, amends the Clinical Trial Collaboration and Supply Agreement, dated as of August 22, 2018 (the “Agreement”) by and between Ares Trading S.A., Pfizer, Inc. and Checkmate Pharmaceuticals, Inc. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 2 TO LICENSE AGREEMENT
License Agreement • July 7th, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT NO. 2 (the Second Amendment) is made as of January 5, 2018 (the Second Amendment Effective Date) by and between KUROS BIOSCIENCES AG (formerly Cytos Biotechnology, LTD), a company registered in Switzerland whose registered office is at Wagistrasse 25, 8952 Schlieren, Switzerland (“Licensor”), and CHECKMATE PHARMACEUTICALS, INC., having its registered office at One Broadway, 14th Floor, Cambridge, MA 02142, USA, (“Checkmate”). Licensor and Checkmate may be referred to herein as a “Party” or, collectively, as “Parties”.

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CONSULTING AGREEMENT
Consulting Agreement • June 23rd, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Consulting Agreement (the “Agreement”) is made effective as of June 5, 2019 (the “Effective Date”), by and between Checkmate Pharmaceuticals Inc., a Delaware corporation, with its principal place of business being 101 Main St.; 14th Floor, Cambridge, MA 02142 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. I TO LICENSE AGREEMENT
License Agreement • July 17th, 2020 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT NO I (the Amendment) is made as of August 15, 2017 (the Amendment Effective Date) by and between KUROS BIOSCIENCES AG (formerly Cytos Biotechnology, LTD), a company registered in Switzerland whose registered office is at Wagistrasse 25, 8952 Schlieren, Switzerland (“Licensor”), and CHECKMATE PHARMACEUTICALS, INC., having its registered office at One Broadway, 14lh Floor, Cambridge, MA 02142, USA, (“Checkmate”). Licensor and Checkmate may be referred to herein as a “Party” or, collectively, as “Parties”.

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