•] Shares Oncorus, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • Oncorus, Inc. • Pharmaceutical preparations • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _______, 20__ between Oncorus, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
ONCORUS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AgREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • November 3rd, 2021 • Oncorus, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Oncorus, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
ONCORUS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • November 3rd, 2021 • Oncorus, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ONCORUS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
ONCORUS, INC. AND _______________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ___________Warrant Agreement • November 3rd, 2021 • Oncorus, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Oncorus, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
LEASE by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company and ONCORUS, INC., a Delaware corporationLease • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 10th day of May, 2016 (the “Execution Date”), by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company (“Landlord”), and ONCORUS, INC., a Delaware corporation (“Tenant”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 5th, 2022 • Oncorus, Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”) dated as of April 1, 2022 (the “Closing Date”) is entered into among ONCORUS, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC as a lender, and the other lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”).
ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2023 • Oncorus, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (the “Agreement”), effective as of February 11, 2022 (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and John Goldberg, M.D. (the “Executive” and, together with the Company, the “Parties”), and amends and restates in its entirety the Offer Letter between the Company and Executive that was effective as of September 7, 2018.
LICENSE AGREEMENT by and between WuXi Biologics Ireland Limited and Oncorus, Inc. July 25, 2019License Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) dated as of July 25, 2019 (the “Effective Date”) is by and between Oncorus, Inc., a corporation organized under the laws of Delaware, USA with an address at 50 Hampshire Street, Suite 401, Cambridge MA 02139, USA, (“Oncorus” or “Licensee”), and WuXi Biologics Ireland Limited, a corporation organized under the laws of the Ireland, with an address at One Spencer Dock, North Wall Quay, Dublin 1 (“WuXi Biologics” or “Licensor”). Licensee and Licensor are each referred to herein individually as a “Party” and collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Pennsylvania
This Agreement is made and entered into as of the 23 day of March, 2016 (“Effective Date”), by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 200 Gardner Steel Conference Center, Thackeray and O’Hara Streets, Pittsburgh, Pennsylvania 15260 (“University”), and Oncorus, Inc., a wholly owned subsidiary of Oncorus LLC, with its principal business at c/o Cooley LLP, 500 Boylston St., 14th Floor, Boston, MA 02116-3736 (“Licensee”).
ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (the “Agreement”), effective as of August 8, 2018, (the “Effective Date”) is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Mitchell Finer Ph.D. (“Executive” and, together with the Company, the “Parties”).
LICENSE AGREEMENTLicense Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations
THIS LICENSE AGREEMENT (the “Agreement”) is made effective as of 22 December 2015 (the “Execution Date”) by and between Oncorus, Inc., a Delaware corporation having a place of business at c/o Cooley LLP, 500 Boylston Street, 14th floor, Boston, MA (“Oncorus”) and Ospedale San Raffaele S.r.l., an Italian limited liability company having a place of business at via Olgettina 60, 20132 Milan, Italy (“OSR”) and Fondazione Telethon, a non-profit entity organized and existing under laws of Italy, having a place of business at Via Varese 16B, 00185 Rome, Italy, (hereinafter “Telethon”; Telethon and OSR hereinafter jointly or individually referred to as “OSR-Telethon”. Oncorus and OSR-Telethon can be also individually referred to as “Party” and jointly as the “Parties”).
BIOMATERIALS LICENSE AGREEMENTBiomaterials License Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Pennsylvania
This Agreement is made effective the 28th day of September, 2016 (the “Effective Date”), by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 1st Floor Gardner Steel Conference Center, 130 Thackeray Avenue, Pittsburgh, Pennsylvania 15260 (“University”), and Oncorus, Inc. (“Licensee”), a company organized and existing under the laws of Delaware, having an office at 450 Kendall Street, Cambridge MA 02142.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Missouri
This Non-Exclusive License Agreement for Antibodies (“Agreement”) is made and entered into as of July 7, 2016 (the “Effective Date”) by and between: The Washington University, a corporation established by special act of the Missouri General Assembly approved February 22, 1853 and acts amendatory thereto, through its Office of Technology Management having its principal offices at 4240 Duncan Avenue, Suite 110, St. Louis, MO 63110 (hereinafter referred to as “WU”); and Oncorus, Inc., a corporation organized and existing under the laws of the State of Delaware, having its principal offices at 450 Kendall Street, Cambridge, MA 02142 (hereinafter referred to as “Licensee”). WU and Licensee are each a “Party” or collectively the “Parties” of this Agreement.
ONCORUS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of August, 2019, by and among Oncorus, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.10 hereof.
ROYALTY TRANSFER AGREEMENTRoyalty Transfer Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Massachusetts
This Royalty Transfer Agreement (the “Agreement”) is made and entered into as of March 31, 2016 (the “Effective Date”), by and between Oncorus, Inc., a Delaware corporation (the “Company”), MPM Oncology Charitable Foundation, Inc., a Massachusetts charitable foundation (the “MPM Charitable Foundation”) and the UBS Optimus Foundation, a Swiss charitable foundation (“Optimus,” and together with the MPM Charitable Foundation, the “Charitable Foundations”).
LICENSE AGREEMENTLicense Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Illinois
This License Agreement (“Agreement”) made this eleventh day of December, 2018 (the “Effective Date”) by and between Northwestern University, an Illinois corporation having a principal office at 633 Clark Street, Evanston, Illinois 60208 (hereinafter referred to as “Northwestern”) and Oncorus, Inc., a Delaware corporation having a principal office at 50 Hampshire St., Suite 401, Cambridge, MA 02139 (hereinafter referred to as “Licensee”) (each of Northwestern and Licensee individually a “Party” and collectively the “Parties”).
ContractWarrant Agreement • April 5th, 2022 • Oncorus, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY U.S. STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Mitchell H. Finer, Ph.D. c/o MPM Capital Cambridge, MA 02142 Re: Transition to Board Chairman Dear Dr. Finer:Employment Agreement • March 9th, 2022 • Oncorus, Inc. • Pharmaceutical preparations
This letter memorializes the understanding between you, Mitchell H. Finer, Ph.D., and Oncorus, Inc. (the “Company”) as of the date hereof (the “Effective Date”) with respect to your transition from the role of Executive Chairman of the Company’s board of directors (the “Board”) to non-executive Chairman of the Board.
John P. McCabe, CPA, MBA Dear John:Employment Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Massachusetts
On behalf of Oncorus, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer. If accepted, this letter shall be held in escrow by the parties and shall become effective immediately following your last day of employment with your current employer:
LICENSE AGREEMENTLicense Agreement • March 9th, 2022 • Oncorus, Inc. • Pharmaceutical preparations • New York
LEASE AGREEMENT BY AND BETWEEN IQHQ– 4 CORPORATE, LLC, a Delaware limited liability company, AS LANDLORD, AND ONCORUS, INC., a Delaware corporation, AS TENANT First Floors of Pod 4 and Pod 5 Plus a Portion of Ground Floor of Pod 5 Innovation ParkLease Agreement • January 28th, 2021 • Oncorus, Inc. • Pharmaceutical preparations • Massachusetts
This Lease Agreement (“Lease”) is made and entered into as of December 29, 2020, by and between IQHQ-4 CORPORATE, LLC, a Delaware limited liability company (“Landlord”), and ONCORUS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASE (Innovation Park)Lease Agreement • March 9th, 2022 • Oncorus, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of the 17th day of November, 2021, by and between IQHQ‑4 CORPORATE, LLC, a Delaware limited liability company (“Landlord”) and ONCORUS, INC., a Delaware corporation (“Tenant”).
AMENDED AND RESTATED FIRST AMENDMENT TO LEASE (Innovation Park)Lease Agreement • November 3rd, 2021 • Oncorus, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 25th day of October, 2021, by and between IQHQ-4 CORPORATE, LLC, a Delaware limited liability company (“Landlord”) and ONCORUS, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO LEASE (Innovation Park)Lease Agreement • March 24th, 2023 • Oncorus, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is made and entered into as of the 14th day of December, 2022 (“Effective Date”), by and between IQHQ‑4 CORPORATE, LLC, a Delaware limited liability company (“Landlord”) and ONCORUS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASELease • September 14th, 2022 • Oncorus, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 13th day of September, 2022, by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company (“Landlord”), and ONCORUS, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENT Dated October 31, 2022 between Oncorus, Inc. and NOF CORPORATION LICENSE AGREEMENTLicense Agreement • March 24th, 2023 • Oncorus, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into as of October 31, 2022 (“Effective Date”) between NOF CORPORATION, a corporation incorporated under the laws of Japan, with its principal place of business at 20-3, Ebisu 4-chome, Shibuya-ku, Tokyo 150-6019 Japan (“NOF”) and Oncorus, Inc., a Delaware corporation with a principal business address at 4 Corporate Drive, Andover, Massachusetts 01810, U.S.A. (“ONCORUS”). NOF and ONCORUS may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
THIRD AMENDMENT TO LEASE (Innovation Park)Lease Agreement • November 2nd, 2022 • Oncorus, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made and entered into as of the 26th day of September, 2022 (“Effective Date”), by and between IQHQ-4 CORPORATE, LLC, a Delaware limited liability company (“Landlord”) and ONCORUS, INC., a Delaware corporation (“Tenant”).
ONCORUS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2020 • Oncorus, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”), effective as of July 16, 2018 (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Ted T. Ashburn, M.D., Ph.D. (“Executive” and, together with the Company, the “Parties”).
SECOND AMENDMENT TO THE LICENSE AGREEMENT BY AND BETWEEN NORTHWESTERN UNIVERSITY AND ONCORUS, INC.License Agreement • March 24th, 2023 • Oncorus, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT (the “Second Amendment”), effective as of December 6, 2022 (the “Second Amendment Effective Date”), is entered into by and between NORTHWESTERN UNIVERSITY, an Illinois not-for-profit corporation having a principal office located at 633 Clark Street, Evanston, Illinois 60208 (“Northwestern”) and ONCORUS INC., a Delaware corporation having a principal office at 50 Hampshire Street, Suite 401, Cambridge, Massachusetts 02139 ("Licensee"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the License (as defined below).
