MAGENTA THERAPEUTICS, INC. 7,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 30th, 2020 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
MAGENTA THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 201[●] Subordinated Debt SecuritiesIndenture • August 8th, 2019 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 201 , among MAGENTA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
MAGENTA THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 8th, 2019 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
Magenta Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2022 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made by and between Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), and David Nichols (the “Executive”) and is effective as of May 2, 2022 (the “Effective Date”).
DIANTHUS THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • September 12th, 2023 • Dianthus Therapeutics, Inc. /DE/ • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Dianthus Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
DIANTHUS THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • September 12th, 2023 • Dianthus Therapeutics, Inc. /DE/ • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Dianthus Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1
DIANTHUS THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under 2019 Stock PlanNonstatutory Stock Option Agreement • June 22nd, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations
DIANTHUS THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • October 1st, 2024 • Dianthus Therapeutics, Inc. /DE/ • Pharmaceutical preparations • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2022 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made by and between Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), and Jason Gardner, D.Phil. (the “Executive”) and is effective as March 3, 2022.
MAGENTA THERAPEUTICS, INC. AND COMPUTERSHARE TRUST COMPANY, N.A. AS RIGHTS AGENT STOCKHOLDER RIGHTS AGREEMENT DATED AS OF MARCH 31, 2023Stockholder Rights Agreement • March 31st, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Stockholder Rights Agreement (the “Agreement”) is dated as of March 31, 2023 between Magenta Therapeutics, Inc., a Delaware corporation (“Magenta Therapeutics” or the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • September 12th, 2023 • Dianthus Therapeutics, Inc. /DE/ • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2023, is entered into by and among Magenta Therapeutics, Inc., a Delaware corporation (the “Company”) and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, as “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made by and between Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Executive”), and is effective as of the closing of the Company’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”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.
DIANTHUS THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT Granted Under 2019 Stock PlanIncentive Stock Option Agreement • June 22nd, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • May 3rd, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of May 2, 2023, by and among Dianthus Therapeutics, Inc., a Delaware corporation (the “Company”), Magenta Therapeutics, Inc., a Delaware corporation (“Magenta”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2024 • Dianthus Therapeutics, Inc. /DE/ • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 22, 2024, by and among DIANTHUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BIOLOGICS MASTER SERVICES AGREEMENTBiologics Master Services Agreement • July 17th, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations
This Biologics Master Services Agreement (this “Agreement”) is dated as of March 22, 2021 (the “Effective Date”) and is between Dianthus Therapeutics, Inc., a Delaware corporation, 203 Crescent Street, Building 17, Suite 102B, Waltham MA 02453 (“Client”) and WuXi Biologics (Hong Kong) Limited, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made by and between Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), and Jeffrey Humphrey (the “Executive”) and is effective as of May 2, 2022 (the “Effective Date”).
LICENSE AGREEMENTLicense Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 3rd day of April, 2017 (the “Effective Date”), by and between Magenta Therapeutics, Inc., a Delaware corporation with its principal place of business located at 50 Hampshire Street, 8th floor, Cambridge, MA 02139 (“LICENSEE”) and Novartis International Pharmaceutical Ltd., a for-profit corporation with its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“NOVARTIS”). LICENSEE and NOVARTIS may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
CELL LINE LICENSE AGREEMENTCell Line License Agreement • July 17th, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations
This Cell Line License Agreement (“Agreement”), effective as of March 22, 2021 (“EFFECTIVE DATE”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”) and Dianthus Therapeutics, Inc., a Delaware corporation, having its principal place of business at 203 Crescent St, Building 17, Suite 102B, Waltham, MA 02453 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
MASTER DEVELOPMENT AND MANUFACTURING AGREEMENTMaster Development and Manufacturing Agreement • June 18th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
This Master Development and Manufacturing Agreement (including all appendices hereto, this “Agreement”) is entered into as of February 13, 2018 (the “Effective Date”) by and between Magenta Therapeutics, Inc., a Delaware corporation having offices at 50 Hampshire Street, 8th Floor, Cambridge, MA 02139 (“Magenta”), and Bachem Americas, Inc., a California corporation, having offices at 3132 Kashiwa Street, Torrance, CA 90505 (“Bachem”). Magenta and Bachem may be referred to individually as a “Party” or collectively as the “Parties.”
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 17th, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (as may be amended, restated, supplemented or modified from time to time in accordance herewith, this “Agreement”), is made as of the 6th day of April, 2022, by and among Dianthus Therapeutics, 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 stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2021 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 12, 2021 (the “Effective Date”), among Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and, collectively, the “Purchasers”).
EXCLUSIVE RESEARCH, DEVELOPMENT OPTION AND LICENSE AGREEMENT This Agreement is entered into with effect as of the Effective Date (as defined below) by and betweenExclusive Research, Development Option and License Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
LICENSE AGREEMENTLicense Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement (this “Agreement”) is entered into as of this 2nd day of November, 2016 (the “Effective Date”), by and between Magenta Therapeutics, Inc., a corporation existing under the laws of the State of Delaware, having a place of business at 245 First St. 4th Floor, Cambridge MA 02142 (“Licensee”) and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”).
MAGENTA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 2, 2018Investors’ Rights Agreement • May 8th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 2, 2018, by and among Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and collectively, the “Investors”.
CLINICAL TRIAL AGREEMENTClinical Trial Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Minnesota
This Clinical Trial Agreement (including any exhibits or appendices attached hereto, this “Agreement”) is made as of the date of last signature below (the “Effective Date”) by and between Regents of the University of Minnesota, a non-profit, educational, research and healthcare institution (“Institution”) with an address at 450 McNamara Alumni Center, 200 Oak Street SE, Minneapolis, MN 55455, and Magenta Therapeutics, Inc., a corporation having its principal place of business at 50 Hampshire Street, Cambridge, MA 02139 (“Sponsor”). Sponsor and Institution are herein referred to collectively as “Parties.” Individually, each of Sponsor and Institution is a “Party.”
BE THE MATCH BIOTHERAPIES® COLLABORATION AGREEMENTCollaboration Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Minnesota
This Collaboration Agreement (including all attachments hereto, this “Agreement”) is entered into and made effective November 10, 2017, by and between Be The Match BioTherapies (“BTMB”), a Minnesota nonprofit corporation, having its headquarters at 500 North 5th Street, Minneapolis, MN 55401, and Magenta Therapeutics, Inc., a Delaware corporation (“Magenta”), having a principal place of business at 50 Hampshire St, Cambridge, MA 02139 (each a “Party” and collectively the “Parties”).
SEPTEMBER 11, 2023Offer Letter • September 12th, 2023 • Dianthus Therapeutics, Inc. /DE/ • Pharmaceutical preparations
By way of this letter, Section 5 of your Offer Letter dated October 31, 2021 (the “Offer Letter”) by and between you and Dianthus Therapeutics OpCo, Inc. (f/k/a Dianthus Therapeutics, Inc.) (the “Company”) is hereby amended to and restated in its entirety to read as follows:
September 11, 2023 Thomas BeethamSeparation Agreement • March 21st, 2024 • Dianthus Therapeutics, Inc. /DE/ • Pharmaceutical preparations
The purpose of this letter agreement (“Agreement”) is to confirm the terms of your separation of employment from Magenta Therapeutics, Inc. (“Magenta” or the “Company”).1 The Consideration being offered below is contingent on your agreement to and compliance with the provisions of this Agreement. This Agreement shall be effective on the eighth (8th) day after you sign it (the “Effective Date”), at which time it shall become final and binding on all parties.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2024 • Dianthus Therapeutics, Inc. /DE/ • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of January 22, 2024, by and among Dianthus Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED DIANTHUS THERAPEUTICS, INC. STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • October 4th, 2023 • Dianthus Therapeutics, Inc. /DE/ • Pharmaceutical preparations • Delaware
Pursuant to the Amended and Restated Dianthus Therapeutics, Inc. Stock Option and Incentive Plan (the “Plan”), Dianthus Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named below an option (the “Stock Option”) to purchase on or prior to the Expiration Date set forth below all or part of the number of shares of Stock set forth below (the “Option Shares”) at the Exercise Price per Share set forth below subject to the terms and conditions set forth herein and in the Plan. Capitalized terms in this Stock Option Agreement (this “Agreement”) shall have the meanings specified in the Plan, unless a different meaning is specified herein.
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Amendment to the Exclusive Research, Development Option and License Agreement...Exclusive Research, Development Option and License Agreement • November 13th, 2019 • Magenta Therapeutics, Inc. • Pharmaceutical preparations
WHEREAS, the Parties have agreed to extend the term for the supply of Amanitin Toxin Construct pursuant to Section 6.1.1 (a) of the Agreement, by letter agreement dated February 28, 2019,
AMENDMENT #2 TO PROJECT RIDER #1 COLLABORATION AGREEMENTProject Rider Amendment • March 3rd, 2021 • Magenta Therapeutics, Inc. • Pharmaceutical preparations
This Amendment #2 to Project Rider #1 (“Amendment #2”) is entered into effective as of the date of the final signature executing this Amendment #2 (“Amendment #2 Effective Date”) by and between Magenta Therapeutics, Inc. (“Magenta”) and National Marrow Donor Program d/b/a Be The Match Biotherapies (“BTMB”) (each a “Party” and collectively the “Parties”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This First Amendment to Employment Agreement (this “Amendment”) is executed as of October 14, 2020 and effective as of April 14, 2020 (the “Amendment Effective Date”), by and between Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), and John Davis, M.D. (the “Executive”).
SECOND AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • March 3rd, 2021 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SECOND AMENDMENT TO SUBLEASE AGREEMENT (this “Second Amendment”) is dated as of August 19, 2020 (the “Effective Date”) by and between NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC., a Delaware corporation, having an address at 100 Technology Square, Cambridge Massachusetts 02139 (“Novartis”), and MAGENTA THERAPEUTICS, INC., a Delaware corporation, having an address at 50 Hampshire Street, 8th Floor, Cambridge Massachusetts 02139 (“Subtenant”).
