Immuneering Corp Sample Contracts

IMMUNEERING CORPORATION Indemnification Agreement
Indemnification Agreement • July 26th, 2021 • Immuneering Corp • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________, 2021 between Immuneering Corporation, a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).

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·] Shares IMMUNEERING CORPORATION COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • July 26th, 2021 • Immuneering Corp • Pharmaceutical preparations • New York
IMMUNEERING CORPORATION EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • August 10th, 2022 • Immuneering Corp • Pharmaceutical preparations • New York

As further set forth in this agreement (this “Agreement”), Immuneering Corporation, a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on the terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

Employment Agreement
Employment Agreement • March 1st, 2024 • Immuneering Corp • Pharmaceutical preparations • New York

This Employment Agreement (this “Agreement”), dated as of March 24, 2023, is made by and between Immuneering Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Harold E. Brakewood (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).

2,727,273 Shares IMMUNEERING CORPORATION CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • April 19th, 2023 • Immuneering Corp • Pharmaceutical preparations • New York
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 26th, 2021 • Immuneering Corp • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 21st day of December, 2020, by and among Immuneering Corporation, 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” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

MASTER SERVICES AGREEMENT
Master Services Agreement • July 9th, 2021 • Immuneering Corp • Pharmaceutical preparations • Delaware

This Master Services Agreement (“Agreement”), effective as of August 5th, 2019 (“Effective Date”), is made by and between Bioarkive LLC, a limited liability company under the laws of California, USA, having its registered offices and principal place of business at 11421 W Bernardo Court (Suite 200), San Diego, CA 92127 (hereinafter referred to as “Bioarkive”); and Immuneering Corporation, a corporation, incorporated under the laws of Delaware, USA, having its registered offices and principal place of business at 245 Main St, Second Floor, Cambridge, MA 02142 (hereinafter referred to as “Client”).

SHARE PURCHASE AGREEMENT by and among BioArkive, Inc., the Sellers Listed on the Signature Pages Hereto, and the Purchaser DATED AS OF DECEMBER 22, 2021
Share Purchase Agreement • December 22nd, 2021 • Immuneering Corp • Pharmaceutical preparations • Delaware

THIS SHARE PURCHASE AGREEMENT is entered into as of December 22, 2021 (this “Agreement”), by and among (a) BioArkive, Inc., a corporation incorporated pursuant to the laws of California (the “Company”), (b) the Sellers listed on the signature pages hereto (each individually a “Seller”, and collectively, the “Sellers”), and (c) Immuneering Corporation, a corporation incorporated pursuant to the laws of Delaware (the “Purchaser”). The Company, the Sellers, and the Purchaser shall each be referred to in this Agreement, unless the context otherwise requires, as a “Party,” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings ascribed thereto, or as otherwise indicated by reference, in Article IX hereof.

Separation Agreement and Release
Separation Agreement and Release • November 9th, 2023 • Immuneering Corp • Pharmaceutical preparations

WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of July 23, 2021 (the “Employment Agreement”) and that certain Invention and Non-Disclosure Agreement and Non-Competition and Non-Solicitation Agreement, each dated October 14, 2019 (collectively, the “Restrictive Covenant Agreement”); and

VIA EMAIL
Letter Agreement • July 25th, 2022 • Immuneering Corp • Pharmaceutical preparations

As we discussed, this letter agreement (the “Letter Agreement”), effective as of August 10, 2022, describes compensation payable to you by Immuneering Corporation (the “Company”) under the terms set forth below.

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