Standard Contracts
Entrada Therapeutics, Inc. SHARES OF Common Stock, PAR VALUE $0.0001 SALES AGREEMENTSales Agreement • September 29th, 2023 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • New York
Entrada Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
ENTRADA THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 25th, 2021 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between Entrada Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
ENTRADA THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 25th, 2021 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Entrada Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2024 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of June 24, 2024 by and between Entrada Therapeutics, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2024 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2024, by and between Entrada Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
Entrada Therapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • October 8th, 2021 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • New York
Entrada Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as 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 $0.0001 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2021 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) dated as of [DATE] is made by and between Entrada Therapeutics, Inc., a Delaware corporation (the “Company”), and [INSERT] (the “Executive”). This Agreement shall become effective as of [DATE], which, unless otherwise provided by the Company, will be the first day of the Executive’s employment with the Company (the “Start Date”).
EXCLUSIVE LICENSE AGREEMENT AGT. NO.________Exclusive License Agreement • March 13th, 2024 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Ohio
This Exclusive License Agreement (the “Agreement”) is made this 14th day of December, 2018 (the “Effective Date”) by and between the Ohio State Innovation Foundation, with an address at 1524 North High Street, Columbus, OH 43201 (hereinafter, “OSIF”) and Entrada Therapeutics, Inc., with an address at 16 Cavendish Court, Suite 401, Lebanon, NH 03766 (hereinafter, “Licensee”); collectively, “Parties”, or singly, “Party”.
STRATEGIC COLLABORATION AND LICENSE AGREEMENT BETWEEN VERTEX PHARMACEUTICALS INCORPORATED AND ENTRADA THERAPEUTICS, INC. December 7, 2022Strategic Collaboration and License Agreement • March 13th, 2024 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Strategic Collaboration and License Agreement (this “Agreement”) is entered into as of December 7, 2022 (the “Execution Date”) by and between Vertex Pharmaceuticals Incorporated, a corporation organized under the laws of the Commonwealth of Massachusetts (“Vertex”), and Entrada Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Company”). Vertex and Company each may be referred to herein individually as a “Party” or collectively as the “Parties.”
SUBLICENSE AGREEMENT BETWEEN VERTEX PHARMACEUTICALS INCORPORATED AND ENTRADA THERAPEUTICS, INC. December 7, 2022Sublicense Agreement • March 13th, 2024 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Sublicense Agreement (this “Agreement”) is entered into as of December 7, 2022 (the “Execution Date”) by and between Vertex Pharmaceuticals Incorporated, a corporation organized under the laws of The Commonwealth of Massachusetts (“Vertex”), and Entrada Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Company”). Vertex and Company each may be referred to herein individually as a “Party” or collectively as the “Parties.”
License AgreementLicense Agreement • October 8th, 2021 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement, made and entered into as of February 28, 2020 (“Agreement”), is by and between Entrada Therapeutics, Inc., a Delaware domestic corporation, having a place of business located at 50 Northern Avenue, Boston MA 02210 (“Licensee”) and MIL 6T, LLC a Delaware limited liability company having a place of business located at 6 Tide Street, Boston, MA 02110 (“Licensor”).
ContractLease Agreement • March 13th, 2024 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
LEASE IDB 17-19 DRYDOCK LIMITED PARTNERSHIP, a Delaware Limited Partnership Landlord and ENTRADA THERAPEUTICS, INC., a Delaware corporation Tenant for The Innovation and Design Building Premises located on the Fifth (5th) and Sixth (6th) Floors of One...Lease • March 22nd, 2022 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of March 16, 2022 (the “Effective Date”), by and between IDB 17-19 DRYDOCK LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), whose address is c/o Jamestown, Ponce City Market, 675 Ponce de Leon Avenue, NE, 7th Floor, Atlanta, Georgia 30308 and c/o Related Fund Management, 30 Hudson Yards, New York, New York 10001, and ENTRADA THERAPEUTICS, INC., a Delaware corporation (“Tenant”) whose address is 6 Tide Street, Boston, Massachusetts 02210. The terms set forth herein shall have the respective meanings set forth for the same in Articles I and XI of this Lease.
STOCK PURCHASE AGREEMENT By and Between ENTRADA THERAPEUTICS, INC. AND VERTEX PHARMACEUTICALS INCORPORATED Dated as of December 7, 2022Stock Purchase Agreement • December 8th, 2022 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 7, 2022, by and between Vertex Pharmaceuticals Incorporated, a corporation organized under the laws of The Commonwealth of Massachusetts (the “Investor”) with offices located at 50 Northern Avenue, Boston, Massachusetts 02210, and Entrada Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), with its principal place of business at 6 Tide Street, Boston, Massachusetts 02210.
AMENDMENT NO. 1 TO THE STRATEGIC COLLABORATION AND LICENSE AGREEMENTStrategic Collaboration and License Agreement • November 1st, 2023 • Entrada Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO THE STRATEGIC COLLABORATION AND LICENSE AGREEMENT (this “Amendment”) is entered into as of October 26, 2023 (the “Amendment Effective Date”) by and between, on the one hand, VERTEX PHARMACEUTICALS INCORPORATED, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (“Vertex”), and, on the other hand, Entrada Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Company”). Vertex and Company each may be referred to herein individually as a “Party” or collectively as the “Parties.” This Amendment amends the Strategic Collaboration and License Agreement, entered into as of December 7, 2022, between Vertex and Company (the “Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
AMENDED AND RESTATED STRATEGIC ADVISORY AGREEMENTStrategic Advisory Agreement • October 25th, 2021 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED STRATEGIC ADVISORY AGREEMENT (together with the attached Business Terms Exhibit, the “Agreement”) by and between Entrada Therapeutics, Inc., a Delaware corporation with a principal business address 6 Tide Street, Boston, MA 02210 (“Entrada”), and Peter Kim (“Strategic Advisor”). This Agreement shall become effective as of the closing of Entrada’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Entrada desires to have the benefit of Strategic Advisor’s knowledge and experience, and Strategic Advisor desires to provide services to Entrada, all as provided in this Agreement.
AMENDMENT NO. 1 TO THE SUBLICENSE AGREEMENTSublicense Agreement • November 1st, 2023 • Entrada Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO THE SUBLICENSE AGREEMENT (this “Amendment”) is entered into as of October 26, 2023 (the “Amendment Effective Date”) by and between, on the one hand, VERTEX PHARMACEUTICALS INCORPORATED, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (“Vertex”), and, on the other hand, Entrada Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Company”). Vertex and Company each may be referred to herein individually as a “Party” or collectively as the “Parties.” This Amendment amends the Sublicense Agreement, entered into as of December 7, 2022, between Vertex and Company (the “Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 6th, 2021 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of this 29th day of March, 2021, by and among Entrada Therapeutics, Inc. (f/k/a CycloPorters, 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 each of the entities listed on Schedule B hereto, each of which is referred to in this Agreement as a “Licensor Stockholder.”
