INDEMNIFICATION AGREEMENTIndemnification Agreement • June 26th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Pandion Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”) [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
Pandion Therapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 13th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • New York
Pandion Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $[•] per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 26th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 8, 2019 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and (b) PANDION THERAPEUTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
LEASE by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company and PANDION THERAPEUTICS, INC., a Delaware corporationLease • June 26th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 6th day of February, 2020 (the “Execution Date”), by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company (“Landlord”), and PANDION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of July 10th, 2020 by and between Pandion Therapeutics, Inc. (the “Company”), and Jo Viney (the “Executive”) (together, the “Parties”).
Pandion Therapeutics, Inc. STOCK OPTION AGREEMENTStock Option Agreement • July 13th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Pandion Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 13th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
ContractPandion Therapeutics Holdco LLC • June 26th, 2020 • Pharmaceutical preparations • Massachusetts
THIS WARRANT AND THE UNITS 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, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 24, 2021 AMONG MERCK SHARP & DOHME CORP., PANAMA MERGER SUB, INC. AND PANDION THERAPEUTICS, INC.Agreement and Plan of Merger • February 25th, 2021 • Pandion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, the respective boards of directors of the Company, Parent and Merger Sub have approved the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement;
March 11, 2017 Jo Viney Dear Jo:Pandion Therapeutics Holdco LLC • June 26th, 2020 • Pharmaceutical preparations
On behalf of Immunotolerance, Inc. (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company.
PANDION THERAPEUTICS HOLDCO LLC AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 22nd, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 23rd day of March, 2020, by and among Pandion Therapeutics Holdco LLC, a Delaware limited liability company (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
AMENDED AND RESTATED OPERATING AGREEMENT OF PANDION THERAPEUTICS HOLDCO LLC MARCH 23, 2020Operating Agreement • July 13th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED OPERATING AGREEMENT of PANDION THERAPEUTICS HOLDCO LLC, a Delaware limited liability company (the “Company”), dated as of March 20, 2020 (the “Agreement Date”), is by and among the Company and the Members (as defined below).
LICENSE AND COLLABORATION AGREEMENT by and between PANDION THERAPEUTICS, INC. and ASTELLAS PHARMA INC.License and Collaboration Agreement • July 13th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of October 30, 2019 (the “Effective Date”), by and between Pandion Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 610 Main Street, Cambridge, MA 02139, USA (“Pandion”), and Astellas Pharma Inc., a corporation organized and existing under the laws of Japan, having its registered office at 2-5-1, Nihonbashi-Honcho Chuo-ku, Tokyo 103-8411, Japan (“Astellas”). Astellas and Pandion are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. Master Services AgreementMaster Services Agreement • June 26th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • California
If, with respect to an applicable Antibody Product, any of the development milestones (iv)-(vi) listed in the table above is achieved prior to the achievement of any of the earlier listed milestones (i)-(iii) with respect to such Antibody Product and such earlier listed milestone(s) is due in accordance with the first paragraph of this Section 6, then such preceding milestones (i)-(iii), as applicable, shall be deemed achieved and the corresponding milestone payment shall be payable on achievement of the later milestone in accordance with the paragraph above.
IMMUNOTOLERANCE, INC. CONSULTING AGREEMENTConsulting Agreement • June 26th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”), made this 27th day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation (the “Company”), and Alan Crane, an individual (the “Consultant”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. Distributed Bio, Inc ANTIBODY...Antibody Library Subscription Agreement • June 26th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • California
If, with respect to an applicable Antibody Product, any of the development milestones (iv)-(vi) listed in the table above is achieved prior to the achievement of any of the earlier listed milestones (i)-(iii) with respect to such Antibody Product and such earlier listed milestone(s) is due in accordance with the first paragraph of this Section 3(d), then such preceding milestones (i)-(iii), as applicable, shall be deemed achieved and the corresponding milestone payment shall be payable on achievement of the later milestone in accordance with the paragraph above.
July 3, 2019 Rahul Kakkar, M.D. Dear Rahul:Pandion Therapeutics Holdco LLC • June 26th, 2020 • Pharmaceutical preparations
On behalf of Pandion Therapeutics Holdco, LLC (the “Company”), I am pleased to offer you employment. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company, should you accept this offer.
AMENDMENT NO. 2 TO THE CONFIDENTIAL DISCLOSURE-IN AGREEMENTConfidential Disclosure Agreement • March 12th, 2021 • Pandion Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 2 TO THE CONFIDENTIAL DISCLOSURE AGREEMENT (this “Amendment No. 2”) is entered into as of December 18, 2020 (the “Amendment No. 2 Effective Date”), confirms the mutual understanding between Merck Sharp & Dohme Corp., having a place of business at 33 Avenue Louis Pasteur, Boston, Massachusetts 02115 USA (“Merck”) and Pandion Therapeutics, Inc., having a place of business at 134 Coolidge Ave., Watertown, MA 02472 (“Discloser”). Merck and the Discloser may be referred to herein individually as a “Party” or together as the “Parties”.
STRICTLY PRIVATE & CONFIDENTIAL Kenilworth, NJ 07033 U.S.A.Pandion Therapeutics, Inc. • March 12th, 2021 • Pharmaceutical preparations • New Jersey
We refer to the Confidential Disclosure-In Agreement, dated as of April 9, 2018, as subsequently amended by Amendment No. 1 to Confidential Disclosure-In Agreement, dated December 19, 2019 and Amendment No. 2 to the Confidential Disclosure-In Agreement, dated December 18, 2020 (collectively, the “Confidentiality Agreement”), by and between Pandion Therapeutics, Inc. (the “Company”) and Merck Sharp & Dohme Corp. (“Merck” and, together with the Company, the “Parties”). In order to facilitate and expedite our discussions between the Parties with respect to a Potential Transaction (as defined below), the Parties hereby agree as set forth below.
VIA HAND DELIVERY July 10, 2019 (as amended July 18, 2019 and sent via electronic mail) Anthony Coyle Dear Tony:Hand Delivery • June 26th, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • Massachusetts
As we discussed, your employment with Pandion Therapeutics, Inc. (the “Company”) will end effective July 17, 2019 (the “Separation Date”). As we also discussed, the period between the date of this letter agreement and the Separation Date will be a transition period, during which you will use your best efforts to, at the direction of the Company, professionally transition your duties, including cooperating with the Company’s announcement of your separation. Provided you do so, you will be eligible to receive the severance benefits described in paragraph 2 below if you sign and return this letter agreement to me by August 1, 2019 (but no earlier than the Separation Date) and do not revoke your acceptance (as described below). By signing and returning this letter agreement and not revoking your acceptance, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of clai
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 25th, 2021 • Pandion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 24, 2021, is entered into by and among [•] (“Stockholder”), Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”) and Panama Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
VIA HAND DELIVERY July 10, 2019 (as amended July 18, 2019 and sent via electronic mail) Anthony Coyle Dear Tony:Via Hand Delivery • May 22nd, 2020 • Pandion Therapeutics Holdco LLC • Pharmaceutical preparations • Massachusetts
As we discussed, your employment with Pandion Therapeutics, Inc. (the “Company”) will end effective July 17, 2019 (the “Separation Date”). As we also discussed, the period between the date of this letter agreement and the Separation Date will be a transition period, during which you will use your best efforts to, at the direction of the Company, professionally transition your duties, including cooperating with the Company’s announcement of your separation. Provided you do so, you will be eligible to receive the severance benefits described in paragraph 2 below if you sign and return this letter agreement to me by August 1, 2019 (but no earlier than the Separation Date) and do not revoke your acceptance (as described below). By signing and returning this letter agreement and not revoking your acceptance, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of clai
AMENDMENT No. 1 TO CONFIDENTIAL DISCLOSURE-IN AGREEMENTConfidential Disclosure-in Agreement • March 12th, 2021 • Pandion Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Confidential Disclosure-In Agreement (“Amendment No. 1”), effective as of the date of last signature below (“Amendment No. 1 Effective Date”), confirms the mutual understanding between Merck Sharp & Dohme Corp., having a place of business at 33 Avenue Louis Pasteur, Boston, Massachusetts 02115 USA (“Merck”) and Pandion Therapeutics, Inc., having a place of business at c/o LabCentral 610, 610 Main Street, Cambridge, Massachusetts 02139 (“Discloser”).
ContractPandion Therapeutics Holdco LLC • June 26th, 2020 • Pharmaceutical preparations
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
CONFIDENTIAL DISCLOSURE-IN AGREEMENTConfidential Disclosure-in Agreement • March 12th, 2021 • Pandion Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This Confidential Disclosure-In Agreement (this “Agreement”), effective as of the date of last signature below (the “Effective Date”), is entered into by and between Merck Sharp & Dohme Corp., having an address of 33 Avenue Louis Pasteur, Boston, Massachusetts 02115, USA (hereinafter referred to as “Merck”) and Pandion Therapeutics, Inc., having an address of c/o LabCentral, 700 Main Street, North, Cambridge, MA 02139 (hereinafter referred to as “Discloser”) (each a “Party” and collectively, the “Parties”) and sets forth the terms and conditions under which Discloser will disclose certain proprietary and confidential information/data with respect to bispecific tissue-tethered immunomodulators for the treatment of autoimmune/inflammatory diseases and/or transplant recpients (hereinafter referred to as the “Subject Matter”).
