•] Shares CABALETTA BIO, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • New York
CABALETTA BIO, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 21st, 2024 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Employment Agreement (“Agreement”) is made between Cabaletta Bio, Inc., a Delaware corporation (the “Company”), and David J. Chang, M.D., M.P.H. (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 Covenant Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the letter agreement between the Executive and the Company dated June 13, 2019 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 2nd, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 2nd day of January, 2019, by and among Cabaletta Bio, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” along with any additional investors that become a party to this Agreement in accordance with Section 6.9 hereof.
CABALETTA BIO, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • September 20th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Cabaletta Bio, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
CABALETTA BIO, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Cabaletta Bio, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2022 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Employment Agreement (“Agreement”) is made between Cabaletta Bio, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Executive”) and is effective [as of the date hereof] [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 Covenant Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the letter agreement between the Executive and the Company dated ______ (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement].
LEASELease • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
CABALETTA BIO, INC. 7,250,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2023 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Sponsored Research Agreement (“Agreement”) is dated as of April 23, 2018 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, [****], and Tycho Therapeutics, Inc., a Delaware corporation (“Sponsor”), having a place of business at 501 Northwick Lane, Villanova, PA 19085. Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties”.
MASTER TRANSLATIONAL RESEARCH SERVICES AGREEMENTMaster Translational Research Services Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Master Translational Research Services Agreement (“Agreement”) is dated as of the date of last signature below (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“PENN”), with offices located at Clinical Trial Contracting Unity, 322 Anatomy-Chemistry Building, 3620 Hamilton Walk, Philadelphia, PA 19104-6061, as owner and operator of the following PENN organizations (collectively, the “PENN Organizations”): [****], the Clinical Cell and Vaccine Production Facility (“CVPF”), the Center for Advanced Retinal and Ocular Therapeutics (“CAROT”), [****], and Cabaletta Bio, Inc. (“Cabaletta Bio”), having a place of business at 501 Northwick Lane, Villanova, PA, 19085. PENN and Cabaletta Bio may be referred to herein as a “Party” or, collectively, as “Parties”.
CAROT MASTER SERVICES ADDENDUMMaster Services Addendum • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
This CAROT Master Services Addendum (“CAROT Addendum”) shall be effective as of the last day of signature below (“Addendum Effective Date”) and is subject to and incorporates the terms and conditions of the Master Translational Research Services Agreement dated as of October 19, 2018 (“Agreement”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“PENN”), with offices located at The Clinical Trial Contracting Unit, Office of Clinical Research, Perelman School of Medicine, 322 Anatomy-Chemistry Building, 3620 Hamilton Walk, Philadelphia, PA 19104-6061, and Cabaletta Bio, Inc. (“Cabaletta Bio”), having a place of business at 501 Northwick Lane, Villanova, PA 19085. PENN enters into this CAROT Addendum on behalf of CAROT. To the extent the rights and obligations attach to the CAROT hereunder, such rights and obligations shall be deemed to attach to PENN. PENN and Cabaletta Bio may be referred to herein as a “Party” or, collectively, as “P
RESEARCH AGREEMENT A19-3095Research Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • California
This Research Agreement (“Agreement”) is entered into this 31st day of October, 2018 (“Effective Date”), by and between Cabaletta Bio, Inc., a corporation with its place of business at 501 Northwick Lane, Villanova, PA 19085 (“Sponsor”) and The Regents of the University of California, a public educational institution, on behalf of its Davis campus (“University”), hereinafter the “Parties.”
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Licence and Supply Agreement • March 17th, 2022 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • England and Wales
AMENDED AND RESTATED LICENSE AGREEMENT DATED AS OF JULY 23, 2019 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA AND THE CHILDREN’S HOSPITAL OF PHILADELPHIA AND CABALETTA BIO, INC.License Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Amended and Restated License Agreement (this “Agreement”) is dated as of July 23, 2019 (the “Amendment Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), The Children’s Hospital of Philadelphia (“CHOP”) and Cabaletta Bio, Inc. (formerly known as Tycho Therapeutics, Inc.), a Delaware corporation (“Licensee”). Penn, CHOP and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.
FIRST AMENDMENT TO LEASELease • March 17th, 2022 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into as of February 15, 2022, by and between BRANDYWINE CIRA, L.P., a Pennsylvania limited partnership (“Landlord”), and CABALETTA BIO, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 2 TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • November 10th, 2020 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2 to the Sponsored Research Agreement (“Amendment 2”) by and between by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, 3600 Civic Center Blvd, 9th Floor, Philadelphia, PA 19104-4310, and Cabaletta Bio, Inc., a Delaware corporation, having a place of business at 2929 Arch Street, Suite 600, Philadelphia, PA 19104 (formerly Tycho Therapeutics, Inc., a Delaware corporation having a place of business at 501 Northwick Lane, Villanova, PA 19085) (“Sponsor”) is effective as of May 1, 2020 (“Amendment Effective Date”). Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties.”
AMENDMENT TO SERVICE AGREEMENTService Agreement • November 14th, 2024 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Lease • November 14th, 2024 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into as of October 1, 2024 (the “Amendment Effective Date”), by and between BRANDYWINE CIRA, L.P., a Pennsylvania limited partnership (“Landlord”), and CABALETTA BIO, INC., a Delaware corporation (“Tenant”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Sponsored Research Agreement • March 17th, 2022 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 3 to the Sponsored Research Agreement (“Amendment 3”) by and between by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, 3600 Civic Center Blvd, 9th Floor, Philadelphia, PA 19104-4310, and Cabaletta Bio, Inc., a Delaware corporation, having a place of business at 2929 Arch Street, Suite 600, Philadelphia, PA 19104 (formerly Tycho Therapeutics, Inc., a Delaware corporation having a place of business at 501 Northwick Lane, Villanova, PA 19085) (“Sponsor”) is effective as of December 17, 2021 (“Amendment Effective Date”). Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties.”
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Fourth Amendment Agreement • August 8th, 2024 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • England and Wales
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Sponsored Research Agreement • November 9th, 2023 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 5 to the Sponsored Research Agreement (“Amendment 5”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, 3600 Civic Center Blvd, 9th Floor, Philadelphia, PA 19104 4310, and Cabaletta Bio, Inc., a Delaware corporation, having a place of business at 2929 Arch Street. Suite 600, Philadelphia, PA 19104 (formerly Tycho Therapeutics, Inc., a Delaware corporation having a place of business at 501 Northwick Lane, Villanova, PA 19085) (“Sponsor”) is effective as of July 25, 2023 (“Amendment Effective Date”).
First Amendment to Patent License AgreementPatent License Agreement • May 28th, 2020 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
This First Amendment (this “First Amendment”) to the Amended and Restated License Agreement (the “CARLA”) effective as of May 27, 2020, is made by and between The Trustees of the University of Pennsylvania (“Penn”) and Cabaletta Bio, Inc. (“Licensee”) and The Children’s Hospital of Philadelphia (“CHOP”) and amends the CARLA between the Parties, dated July 23, 2019. Capitalized terms used herein shall have the meanings given in the CARLA.
CONSULTING AGREEMENTConsulting Agreement • September 20th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of May 7, 2018 (the “Effective Date”), by and between Tycho Therapeutics, Inc., a Delaware corporation, with its principal place of business being [****] (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being [****] (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Client Customization Agreement • November 14th, 2024 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
In connection with Client's request to modify dedicated space at CIC Premises, CIC and Client are entering into this Client Customization Agreement ("CCA") to supplement and amend their Service Agreement dated 2/1/2019 (the "Service Agreement") as follows.
AMENDMENT NO. 1 TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • May 3rd, 2021 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Sponsored Research Agreement (“Amendment”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, 3600 Civic Center Blvd, 9th Floor, Philadelphia, PA 19104- 4310 (formerly 3160 Chestnut Street, Suite 200, Philadelphia, PA 19104-6283), and Cabaletta Bio, Inc., a Delaware corporation, having a place of business at 2929 Arch Street, Suite 600, Philadelphia, PA 19104 (formerly Tycho Therapeutics, Inc., a Delaware corporation, having a place of business at 501 Northwick Lane, Villanova, PA 19085)(“Sponsor”) is effective as of April 27, 2021 (“Amendment Effective Date”). Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties”.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Amendment Agreement • May 15th, 2024 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • England and Wales
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Consulting Agreement (“Amendment”) is made as of May 7, 2019 (“Effective Date”), by and between Cabaletta Bio, Inc. (formerly known as Tycho Therapeutics, Inc.), with a principal place of business being 2929 Arch Street, Suite 600, Philadelphia, PA 19104 (“Company”) and Danforth Advisors, LLC (“Consultant”), with a principal place of business being [****] (“Danforth”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Consulting Agreement by and between Danforth Advisors and the Company dated as of May 7, 2018 (“Agreement”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Service Agreement • November 14th, 2024 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
The licensee(s) identified on the signature block of this agreement (the “Licensee”) and CIC hereby agree to the following (the “Agreement” or “Service Agreement”).
AMENDMENT NO. 2 TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • November 1st, 2021 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2 to the Sponsored Research Agreement (“Amendment”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, 3600 Civic Center Blvd, 9th Floor, Philadelphia, PA 19104-4310 (formerly 3160 Chestnut Street, Suite 200, Philadelphia, PA 19104-6283), and Cabaletta Bio, Inc., a Delaware corporation, having a place of business at 2929 Arch Street, Suite 600, Philadelphia, PA 19104 (formerly Tycho Therapeutics, Inc., a Delaware corporation, having a place of business at 501 Northwick Lane, Villanova, PA 19085) (“Sponsor”) is dated as of October 19, 2021, effective as of August 31, 2021 (“Amendment Effective Date”). Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties”.
CABALETTA BIO, INC. 126,815 Shares of Common Stock Pre-Funded Warrants to purchase 6,213,776 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2022 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Sponsored Research Agreement • March 17th, 2022 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Sponsored Research Agreement (“Agreement”) is dated as of December 23, 2021 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, 3600 Civic Center Blvd, 9th Floor, Philadelphia, PA 19104-4310, and Cabaletta Bio, Inc., a Delaware corporation (“Sponsor”), having a place of business at 2929 Arch Street, Suite 600, Philadelphia, PA 19104. Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties”.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Development, Manufacturing, and Testing Services Agreement • March 16th, 2023 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Development, Manufacturing and Testing Services Agreement (the "Services Agreement") is made and entered into as of January 11, 2021 (the "Effective Date") by and between WuXi Advanced Therapies Inc., a corporation organized under the laws of Delaware with offices located at 4751 League Island Blvd., Philadelphia, Pennsylvania 19112 ("WuXi"), and Cabaletta Bio, Inc., a company organized under the laws of Delaware with office located at 2929 Arch Street, Suite 600, Philadelphia, PA 19104 ("Customer"). Customer and WuXi are referred to herein individually as a "Party" and collectively as the "Parties".
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS...Master Translational Research Services Agreement • May 11th, 2023 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Master Translational Research Services Agreement (“Agreement”) is dated as of the date of last signature below (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at 3600 Civic Center Boulevard, 9th Floor, Philadelphia PA, 19104, as owner and operator of the Penn Organizations (as defined below) and Cabaletta Bio, Inc. a Delaware corporation (“Company”), having a place of business at an office at 2929 Arch Street, Suite 600, Philadelphia, PA 19104. Penn and Company may be referred to herein as a “Party” or, collectively, as “Parties”.
University of Pennsylvania Option AgreementOption Agreement • March 17th, 2022 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Agreement includes this Signature Page and all of the attached Terms and Conditions. By signing below, Company and Penn agree to all of the provisions.
