EVELO BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 20[18] between Evelo Biosciences, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
4,500,000 Shares EVELO BIOSCIENCES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT January 28, 2021Underwriting Agreement • February 2nd, 2021 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New York
Evelo Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 4,500,000 shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 675,000 shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that you, as representatives of the several Underwriters (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Sto
EVELO BIOSCIENCES, INC. COMMON STOCK SALES AGREEMENTSales Agreement • June 3rd, 2019 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New York
The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), with the Commission a registration statement on Form S-3, including (a) a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "Exchange Act") and (b) a prospectus supplement specifically relating to the Placement Shares (the "Prospectus Supplement") to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 13th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Massachusetts
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of February 9, 2018, by and among Evelo Biosciences, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor,” and together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsection 6.9, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2022 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2022, between Evelo Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2019 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 19, 2019 (the “Closing Date”) is entered into among EVELO BIOSCIENCES, 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 and any other lender 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”).
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 30th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Massachusetts
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of February 9, 2018, by and among Evelo Biosciences, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor,” and together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsection 6.9, the “Investors”).
WARRANT TO PURCHASE STOCKWarrant Agreement • March 5th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT TO PURCHASE STOCK (THIS “WARRANT”) CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, COMERICA BANK, a Texas banking association, or its permitted assignee (“Holder”), is entitled to purchase up to the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of EVELO THERAPEUTICS, INC., a Delaware corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”), all as set forth above and as adjusted from time to time pursuant to the terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued in connection with that certain Loan and Security Agreement, dated as of November 13, 2015, by and between COMERICA BANK (“Bank”) and the Company, as amended, modified, supplemented or restated from time to time (the “Loan Agreement”).
EVELO BIOSCIENCES, INC. COMMON STOCK SALES AGREEMENTSales Agreement • July 1st, 2022 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New York
Confidential Treatment Requested Evelo Biosciences, Inc. EXCLUSIVITY AND COMMITMENT AGREEMENTExclusivity and Commitment Agreement • April 30th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • England
This Exclusivity and Commitment Agreement (the “Agreement”) is entered into as of February 15, 2018 (the “Effective Date”), by and between Biose Industrie, a French corporation with offices at Rue des Freres Lumieres 15130 Arpajon sur Cere France registered under number B 529 243 271 (“Biose” or “Company”) and Evelo Biosciences, Inc., a Delaware company with a principal place of business at 620 Memorial Drive, Cambridge, Massachusetts 02139 USA (“Evelo”). Evelo and Biose are each individually a “Party” and collectively referred as “Parties”.
ContractWarrant Agreement • April 13th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
Evelo Biosciences, Inc. Consulting AgreementConsulting Agreement • October 30th, 2020 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the "Agreement"), made as of September 16, 2019, is entered into by Evelo Biosciences, Inc., a Delaware corporation with offices at 620 Memorial Drive, Cambridge, Massachusetts 02139 (the "Company"), and David R. Epstein, an individual residing at [***] (the "Consultant").
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF CHICAGO AND EVELO BIOSCIENCES FOR AN IMMUNO-ONCOLOGY TECHNOLOGYExclusive License Agreement • April 30th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations
This License Agreement (“Agreement”), dated March 10, 2016 (the “Effective Date”), is between The University of Chicago, an Illinois not-for-profit corporation (“University”), and Evelo Biosciences, Inc., a Delaware corporation, having an address at 620 Memorial Drive, Suite 200 Cambridge, Massachusetts 02139. (“Company”). Each hereunder may be referred to separately as the “Party”, or together as the “Parties”.
Confidential Treatment Requested Evelo Biosciences, Inc. MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH PATENT LICENSE AGREEMENTPatent License Agreement • April 30th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Minnesota
This patent license agreement (“Agreement”) is by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“MAYO”), and Evelo Biosciences, Inc. (“COMPANY”), a Delaware corporation, having a place of business at 620 Memorial Drive, Suite 200 West, Cambridge, Massachusetts 02139, each a “Party,” and collectively “Parties”.
EVELO BIOSCIENCES, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2019 • Evelo Biosciences, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the "Agreement") is entered into as of August 15, 2016, by and between PACIFIC WESTERN BANK, a California state chartered bank ("Bank") and EVELO BIOSCIENCES, INC., a Delaware corporation ("Borrower").
EVELO BIOSCIENCES, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of August 15, 2016, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and EVELO BIOSCIENCES, INC., a Delaware corporation (“Borrower”).
DEVELOPMENT AND CLINICAL MASTER SERVICES AGREEMENTDevelopment and Clinical Master Services Agreement • March 9th, 2021 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New Jersey
This Development and Clinical Master Services Agreement (this “Agreement”) is effective as of December 17, 2020 (the “Effective Date”) by and between Halo Pharmaceutical, Inc. d/b/a Cambrex Whippany, a Delaware corporation (“Cambrex”), and Evelo Biosciences, Inc., a Delaware corporation (“Client”).
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH PATENT LICENSE AGREEMENTPatent License Agreement • March 24th, 2022 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Minnesota
This patent license agreement (“Agreement”) is by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“MAYO”), and Evelo Biosciences, Inc. (“COMPANY”), a Delaware corporation, having a place of business at 620 Memorial Drive, Suite 200 West, Cambridge, Massachusetts 02139, each a “Party,” and collectively “Parties”.
ContractWarrant to Purchase Common Stock • June 17th, 2021 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY 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 UNTIL SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
COMMERCIALIZATION AND LICENSE AGREEMENT BETWEEN EVELO BIOSCIENCES, INC. AND MEDDIST COMPANY LIMITED Dated 17 March 2021Commercialization and License Agreement • March 23rd, 2021 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New York
THIS COMMERCIALIZATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of 17 March 2021 (the “Effective Date”) by and between EVELO BIOSCIENCES, INC., a corporation organized and existing under the laws of Delaware (“Evelo”), and MEDDIST COMPANY LIMITED, a company organized and existing under the laws of Jersey (“ALJ”). Evelo and ALJ are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUBLEASE TERMINATION AND SURRENDER AGREEMENTSublease Termination and Surrender Agreement • July 20th, 2023 • Evelo Biosciences, Inc. • Pharmaceutical preparations
COLLABORATION AGREEMENTCollaboration Agreement • August 6th, 2019 • Evelo Biosciences, Inc. • Pharmaceutical preparations • London
This COLLABORATION AGREEMENT (“Agreement”) is made as of July 9, 2019 (the “Effective Date”), by and between Evelo Biosciences, Inc., a Delaware corporation, with principal offices at 620 Memorial Drive, 5th Floor, Cambridge, MA 02139, USA (“Evelo”), and Sacco S.r.l., with a registered office at Via A. Manzoni 29/A, 22071 Cadorago (CO), Italy (“Sacco”). Evelo and Sacco shall be referred to herein individually as a “Party” and collectively as the “Parties.”
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 17th, 2021 • Evelo Biosciences, Inc. • Pharmaceutical preparations
This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of June 16, 2021, by and among EVELO BIOSCIENCES, INC., a Delaware corporation (“Borrower Representative”), the undersigned lenders, constituting the Required Lenders, and K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, and together with its successors, “Administrative Agent”).
Separation Agreement and Voluntary ReleaseSeparation Agreement • March 16th, 2023 • Evelo Biosciences, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (“Agreement”) is to confirm the terms of your separation of employment from Evelo Biosciences, Inc. (“Evelo” or the “Company”, as defined below).1 The Transition Pay and Benefits and Separation Pay and Benefits described below are both contingent on (i) you signing and not rescinding this Agreement and the Affirmation of Agreement (as set forth in Attachment A) and (ii) your agreement to and full compliance with the provisions of this Agreement, as set forth below. This Agreement shall be effective on the eighth (8th) day following the date you sign it (the “Effective Date”). You will have twenty-one (21) days, until March 6, 2023, to consider whether to sign this Agreement and to return it to the Company. Regardless of whether you sign and return this Agreement, (i) you will receive your final pay and any accrued, unused vacation on or about the Separation Date (as defined below), (ii) the medical, dental and vision benefits in which you are curren
ContractCommon Stock Purchase Warrant • April 13th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 7 OF THIS WARRANT.
Master Services AgreementMaster Services Agreement • February 15th, 2019 • Evelo Biosciences, Inc. • Pharmaceutical preparations
A WEATHERDEN LTD a company incorporated in England & Wales (registration number 09241011) whose registered office is Units 4 & 5, Swinford Farm, Eynsham, Oxford, OX29 4BL (‘the Consultancy’ or ‘Weatherden’), and
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 15, 2020, by and among EVELO BIOSCIENCES, INC., a Delaware corporation (“Borrower Representative”), the...Loan and Security Agreement • May 18th, 2020 • Evelo Biosciences, Inc. • Pharmaceutical preparations
AMENDMENT NO. 1 TO EXCLUSIVITY AND COMMITMENT AGREEMENTExclusivity and Commitment Agreement • November 5th, 2019 • Evelo Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 1 to an Exclusivity and Commitment Agreement is entered into as of August 1, 2019 by and between Biose Industrie, a French corporation with offices at rue des Freres Lumieres 15130, Arpajon sur Cere, France (registration number B529 243 271) ("Biose") and Evelo Biosciences, Inc. a Delaware corporation with a principal place of business at 620 Memorial Drive, Cambridge, Massachusetts 02139, USA ("Evelo"). Evelo and Biose are each individually a "Party" and collectively referred to as the "Parties".
April 9, 2021Letter Agreement • April 29th, 2021 • Evelo Biosciences, Inc. • Pharmaceutical preparations
Reference is made to my letter dated as of September 16, 2019 addressed to you concerning your compensation for serving as the Chair of the Board of Directors of Evelo Biosciences, Inc. (as previously amended, the “Letter Agreement”). This letter memorializes our recent discussion concerning an amendment to your compensation, and will become effective upon your signature below (the “Amendment”).
DATED Weatherden Limited and Evelo Biosciences, Inc. AGREEMENT FOR THE SUPPLY OF SERVICESAgreement for the Supply of Services • April 30th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations
Re: Third Amendment to Loan and Security AgreementLoan and Security Agreement • July 31st, 2020 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New York
Reference is made to that certain Loan and Security Agreement, dated as of July 19, 2019 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among EVELO BIOSCIENCES, INC., a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC and any other lender from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, and together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders. Capitalized terms not defined herein have meanings as defined in the Agreement. The parties desire to amend the Agreement in accordance with the terms of this letter agreement (the “Amendment”), effective as of the date hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 10th, 2023 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2023, between Evelo Biosciences, Inc., a Delaware corporation (the “Company”), and each of the investors identified on Schedule I attached hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”).
Amendment No. 1 to Development and Clinical Master Services AgreementDevelopment and Clinical Master Services Agreement • March 24th, 2022 • Evelo Biosciences, Inc. • Pharmaceutical preparations • New Jersey
This Amendment No. 1 (this “Amendment”), dated as of February 8, 2022 (“Amendment Effective Date”), between Evelo Biosciences, Inc. (the “Client”) and Halo Pharmaceutical, Inc. d/b/a Cambrex Whippany (the “Cambrex”) amends that certain Development and Clinical Master Services Agreement, dated December 17, 2020, between the Client and Cambrex (the “Agreement”). The Client and Cambrex are each referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.
WAIVER AND AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT AND ELEVENTH EXTENSION OF STANDSTILL AGREEMENTVenture Loan and Security Agreement • July 10th, 2023 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Connecticut
This WAIVER AND AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT AND ELEVENTH EXTENSION OF STANDSTILL AGREEMENT (this “Agreement”), dated as of July 7, 2023, is entered into by and among Evelo Biosciences, Inc., a Delaware corporation (“Borrower”), Horizon Credit II LLC, a Delaware limited liability company (“HCII”), as an assignee of Horizon Technology Finance Corporation, a Delaware corporation (“Horizon”), Horizon Funding I, LLC, a Delaware limited liability company (“HFI”), as an assignee of Horizon, Horizon as a Lender (in such role collectively with HCII and HFI, “Lenders”) and Horizon as Collateral Agent (“Collateral Agent”).
SUBLEASE AGREEMENTSublease Agreement • April 30th, 2018 • Evelo Biosciences, Inc. • Pharmaceutical preparations • Massachusetts
This Sublease Agreement (”Sublease”), dated December 27, 2017 (the “Effective Date”), is by and between Bio-Rad Laboratories, Inc., a Delaware corporation, having its principle place of business at 1000 Alfred Nobel Drive, Hercules, California 94547 (”Sublandlord”), and Evelo Biosciences, Inc., a Delaware corporation, having an office at 620 Memorial Dr. #200, Cambridge, MA 02139 (”Subtenant”);
