•] Shares CULLINAN MANAGEMENT, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT January [•], 2021Underwriting Agreement • January 4th, 2021 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • New York
CULLINAN ONCOLOGY, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 11th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • New York
Cullinan Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (the “Agent”), as follows:
CULLINAN MANAGEMENT, INC. FORM OF INDEMNIFICATION AGREEMENT (For Directors of a Delaware Corporation)Indemnification Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Cullinan Management, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2022 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Cullinan Oncology, Inc., a Delaware corporation (the “Company”), and Jeffrey Jones (the “Executive”) and is effective as of the Executive’s first day of employment with the Company, which will be February 28, 2022 (the “Effective Date”). This Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any term sheet.
CULLINAN MANAGEMENT, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Cullinan Management, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [Officer] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Cullinan Management, Inc., a Delaware corporation (the “Company”), and Jeff Trigilio (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 Equity Documents (as defined below) and subject to Section 10 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 Employment Agreement between the Executive and the Company dated August 25, 2020 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of [date] by and among [Cullinan Asset Subsidiary], 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 6.9 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2021 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 7th day of January, 2021, by and among Cullinan Management, 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”.
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2021 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Cullinan Oncology, Inc., a Delaware corporation (the “Company”), and Nadim Ahmed (the “Executive”) and is effective as of the Executive’s first day of employment with the Company, which will be October 18, 2021 (the “Effective Date”). This Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any term sheet.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2024 • Cullinan Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of April 15, 2024 by and among Cullinan Therapeutics, Inc. (formerly known as Cullinan Oncology, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
VOTING AGREEMENTVoting Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of [date] (the “Effective Date”), by and among [Cullinan Asset Subsidiary], a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock,” together with any future series of preferred stock of the Company, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsections 7.1(b) or 7.2 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • New York
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Exclusive License Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances)
This Exclusive License Agreement (this “Agreement”) is made and is effective as of this 31st day of August, 2020 (the “Effective Date”) by and among Cullinan Florentine Corp., a Delaware corporation (“Licensee”) and having an address at 1 Main Street Suite 520, Cambridge, MA 02142, U.S.A., on the one hand, and Deutsches Krebsforschungszentrum or the German Cancer Research Center (“DKFZ”), Eberhard Karls University of Tuebingen, Faculty of Medicine (“University of Tübingen”), and Universitätsmedizin Gesellschaft für Forschung und Entwicklung mbH, Tübingen (“UFE”), on the other hand. DKFZ and University of Tübingen are collectively referred to herein as “Licensor.” Each of DKFZ, University of Tübingen, UFE and Cullinan are individually referred to herein as a “Party,” and they are collectively referred to herein as the “Parties”.
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Patent License Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
This Agreement, effective as of December 20, 2019 (the “Effective Date”), is between the Massachusetts Institute of Technology (“MIT”), a Massachusetts non-profit corporation and educational institution, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Cullinan Amber Corp. (“Company”), a Delaware corporation, with a principal place of business at One Main Street, Cambridge, MA 02142.
CONSULTING AGREEMENTConsulting Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made as of January 1, 2019 is entered into by Cullinan Management, Inc. a Delaware corporation (the “Company”), and Patrick Baeuerle (the “Consultant”).
January 17, 2023 Cullinan Oncology, Inc. One Main Street, Suite 1350 Cambridge, MA 02142 Attention: Jeffrey Trigilio Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen:Letter Agreement • January 19th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances)
This letter agreement (the “Agreement” ) confirms the agreement of Cullinan Oncology, Inc. (the “Company”), and the holders of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (“Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 6,475,000 shares (the “Shares”) of Common Stock, beneficially owned by the Stockholders, in consideration for a total of 647,500 shares of Series A preferred stock, par value $0.0001 per share, of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designations set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 6,475,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CULLINAN ONCOLOGY, LLC A Delaware Limited Liability Company Dated as of December 16, 2020Limited Liability Company Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
This Third Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Cullinan Oncology, LLC, a Delaware limited liability company (the “Company”), is made as of December 16, 2020, by and among the Persons identified as the Members on Schedule A attached hereto (each a “Member” and, collectively, the “Members”), and such other Persons who may, or have, become Members from time to time under the terms of this Agreement. Certain capitalized terms used in this Agreement are defined in Section 12.02 below.
LICENSE AGREEMENTLicense Agreement • December 28th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances)
This License Agreement (this “Agreement”) is made as of December 24, 2020 (the “Effective Date”), by and between Cullinan Pearl Corp., a corporation organized and existing under the laws of Delaware (“Cullinan”), located at One Main Street, Suite 520, Cambridge, Massachusetts, United States of America, and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”). Cullinan and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • August 10th, 2021 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (the "Agreement"), made as of May 20, 2021 is entered into by Cullinan Oncology, Inc. a Delaware corporation (the "Company"), and Jon Wigginton, M.D., (the "Consultant").
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE CULLINAN ONCOLOGY, INC.Restricted Stock Unit Award Agreement • March 14th, 2024 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Cullinan Oncology, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Cullinan Oncology, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Employment Agreement (the “Amendment”) is made between Cullinan Oncology, Inc., a Delaware corporation (the “Company”), and Nadim Ahmed (the “Executive”) and is effective as of May 1, 2023 (the “Effective Date”). Reference is made to that certain Employment Agreement, by and between the Company and the Executive, effective as of October 18, 2021 (the “Employment Agreement”). All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Employment Agreement.
March 28, 2024 Jeff Trigilio Dear Jeff:Cullinan Therapeutics, Inc. • May 15th, 2024 • Biological products, (no disgnostic substances)
The purpose of this Separation and Transition letter agreement (this “Agreement”) is to confirm the terms of your separation from Cullinan Oncology, Inc. (the “Company”) and your post-separation consulting arrangement with the Company. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Employment Agreement between you and the Company dated January 7, 2021 (the “Employment Agreement”).
NON-QUALIFIED STOCK OPTION AGREEMENT (INDUCEMENT AWARD) FOR COMPANY EMPLOYEESNon-Qualified Stock Option Agreement • March 9th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences an inducement grant of a stock option (the “Stock Option”) by Cullinan Oncology, Inc. (the “Company”) to the Optionee named above. The Stock Option is granted to the Optionee in connection with the Optionee’s entering into employment with the Company and is regarded by the parties as an inducement material to the Optionee’s entering into employment within the meaning of Nasdaq Listing Rule 5635(c)(4).
CONSULTING AGREEMENTConsulting Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made as of April 1, 2020 is entered into by Cullinan Management, Inc. a Delaware corporation (the “Company”), and Globeways Holdings Limited, a British Virgin Islands corporation (the “Consultant”).
CONSULTING AGREEMENTConsulting Agreement • August 10th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Consulting Agreement (the “Agreement”) is made as of June 8, 2023 (the “Effective Date”) by and between Cullinan Oncology, Inc., a Delaware corporation with principal offices at One Main Street, Suite 1350, Cambridge, MA 02141 and on behalf of its affiliates and subsidiaries (collectively “Cullinan”) and Patrick Baeuerle, PhD, (“Consultant”). Cullinan and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties”.
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TYPICALLY TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AND COLLABORATION AGREEMENT...License and Collaboration Agreement • May 11th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License and Collaboration Agreement (the “Agreement”) is made and entered into effective as of February 13, 2023 (the “Effective Date”) by and between and Harbour BioMed US Inc., a company whose principal place of business is at 22 Strathmore Road, Suite 355, Natick, MA 01760, USA (together with its Affiliates, “Licensor”) and Cullinan Oncology, Inc., a company whose principal place of business is at One Main Street, Suite 1350, Cambridge MA 02142 (together with its Affiliates, “Licensee”). Licensee and Licensor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would likely cause competitive harm to Cullinan Oncology, Inc. if publicly disclosed. PERFORMANCE STOCK UNIT AWARD AGREEMENT...Performance Stock Unit Award Agreement • August 10th, 2022 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Cullinan Oncology, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Cullinan Oncology, Inc. (the “Company”) hereby grants an award (this “Award”) of the number of performance-based Restricted Stock Units (“Performance Stock Units”) listed above (the “Base Award”) to the Grantee named above. Each Performance Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2024 • Cullinan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Cullinan Therapeutics, Inc., a Delaware corporation (the “Company”), and Mary Kay Fenton (the “Executive”) and is effective as of the Executive’s first day of employment with the Company, which will be April 29, 2024 (the “Effective Date”). This Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any term sheet.
STOCK PURCHASE AGREEMENT BY AND BETWEEN CULLINAN THERAPEUTICS, INC. AND EACH OF THE PURCHASERS AS SET FORTH HEREIN APRIL 15, 2024Stock Purchase Agreement • April 16th, 2024 • Cullinan Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
SHARE PURCHASE AGREEMENT BY AND AMONG Taiho Pharmaceutical Co., Ltd CULLINAN PEARL CORP. AND Cullinan Oncology, Inc May 11, 2022Share Purchase Agreement • August 10th, 2022 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2022, by and among Taiho Pharmaceutical Co., Ltd, a Japanese corporation (“Purchaser”), Cullinan Pearl Corp., a Delaware corporation (the “Company”), and Cullinan Oncology, Inc., a Delaware corporation (the “Seller”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
SERVICE AGREEMENTService Agreement • January 4th, 2021 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
This Service Agreement (“Agreement”) is made between Cullinan Management, Inc., a Delaware corporation (the “Company”), and Patrick Baeuerle, Ph.D. (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 Equity Documents (as defined below) and subject to Section 10 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 Consulting Agreement between the Executive and the Company dated January 1, 2019 (the “Prior Agreement”), except for Sections 4 through 15 thereof, which are preserved and remain in full force and effect (the “Preserved Provisions”), and (ii) any offer letter, employment agreement or severance agreement.
Cullinan Oncology and Taiho Pharmaceutical Complete Agreement for Strategic Collaboration to Jointly Develop and Commercialize CLN-081/TAS6417 Cullinan Oncology receives upfront cash payment of $275 million, with potential to receive up to an...Cullinan Oncology, Inc. • June 27th, 2022 • Biological products, (no disgnostic substances)
CAMBRIDGE, Mass., June 23, 2022 (GLOBE NEWSWIRE) – Cullinan Oncology, Inc. (Cullinan Oncology) (Nasdaq: CGEM) a biopharmaceutical company focused on developing a diversified pipeline of targeted therapies for patients with cancer, today announced the completion of its agreement with Taiho Pharmaceutical Co., Ltd. (Taiho) signed in May 2022. Per the terms of the agreement, the companies will collaborate on the U.S. development of CLN-081/TAS6417, a next generation, irreversible EGFR inhibitor for the treatment of a genetically defined subset of patients with non-small cell lung cancer (NSCLC).
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Collaboration Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
THIS COLLABORATION AGREEMENT (the “Agreement”) is made effective as of November 28, 2018 (the “Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Cullinan Management, Inc., a Delaware Corporation having an address at 1 Main Street, Suite 520 Cambridge, MA 02142 (“Cullinan”).
AGREEMENT AND PLAN OF MERGER of CULLINAN ONCOLOGY, LLC with and into CULLINAN MANAGEMENT, INC.Agreement and Plan of Merger • January 4th, 2021 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances)
THIS AGREEMENT AND PLAN OF MERGER (the “Plan of Merger”) is made this [ ], by and between Cullinan Oncology, LLC, a Delaware limited liability company (the “LLC”) and Cullinan Management, Inc., a Delaware corporation (the “Corporation”).
AMENDMENT NUMBER 1 TO ROYALTY TRANSFER AGREEMENTRoyalty Transfer Agreement • March 9th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amendment Number 1 to Royalty Transfer Agreement (this “Amendment”), dated as of June 6, 2022, is made by and among Cullinan Pearl Corp., a Delaware corporation (the “Company”), MPM Oncology Charitable Foundation, Inc., a Massachusetts charitable foundation (“MPM Charitable Foundation”) and the UBS Optimus Foundation, a Swiss charitable foundation (“Optimus,” and together with the MPM Charitable Foundation, each a ”Charitable Foundation” and together, the “Charitable Foundations”) and amends that certain Royalty Transfer Agreement, dated as of October 25, 2019, by and among the Company and the Charitable Foundations (the “Royalty Transfer Agreement”). All capitalized terms used herein that are not otherwise defined herein shall have their respective meanings as set forth in the Royalty Transfer Agreement.
