12,743,039 Shares of Common Stock Pre-Funded Warrants to Purchase 7,220,794 Shares of Common Stock Foghorn Therapeutics Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2024 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 2nd, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2020 between Foghorn Therapeutics Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
Foghorn Therapeutics Inc. Common Stock, Par Value $0.0001 per Share Underwriting AgreementUnderwriting Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • New York
Foghorn 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”) an aggregate of [__] shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”, and such shares the “Firm Shares”) and, at the election of the Underwriters, up to [__] additional shares (the “Optional Shares”) of Common Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ContractWarrant Agreement • August 28th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • California
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, 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 25th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 19, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LEASE AGREEMENTLease Agreement • August 28th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT is made as of this 24th day of August, 2017, between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (“Landlord”), and FOGHORN THERAPEUTICS INC., a Delaware corporation (“Tenant”).
FOGHORN THERAPEUTICS INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • August 28th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
FOGHORN THERAPEUTICS INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANIncentive Stock Option Agreement • August 28th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
FOGHORN THERAPEUTICS INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 18, 2018, by and among (i) Foghorn Therapeutics Inc., a Delaware corporation (the “Company”), (ii) each of the Investors (as defined below) listed on Schedule A hereto, and (iii) each Person who hereafter becomes a party to this Agreement in accordance with Subsection 6.1 or Subsection 6.9 hereof (together, with the Company and the Investors, collectively, the “Parties,” and individually, a “Party”).
ContractWarrant Agreement • November 25th, 2020 • Foghorn Therapeutics 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, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
July 18, 2024Employment Agreement • November 4th, 2024 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with Foghorn Therapeutics Inc. (the “Company”). This Agreement will be effective as of July 18, 2024.
CONSULTING AGREEMENTConsulting Agreement • March 7th, 2024 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of the 8th day of December, 2023(the “Effective Date”), by and between Foghorn Therapeutics Inc., a Delaware corporation with principal offices at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“Company”), and Ian F. Smith, an individual residing at 104 Meadowbrook Road, Weston, MA 02493 (“Consultant”). Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”
July 11th, 2019 Sam Agresta, M.D. Dear Sam,Employment Agreement • October 2nd, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
On behalf of Foghorn Therapeutics (the “Company”), I am delighted to offer you employment with the Company. This offer letter (the “Offer Letter”) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 1st, 2021 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of August 30, 2021 (the “Second Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“Borrower”).
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • August 28th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This STOCK RESTRICTION AGREEMENT (this “Agreement”) is dated as of [Date] (the “Effective Date”), between Foghorn Therapeutics Inc., a Delaware corporation (the “Company”), and [Name] (“Holder”) relating to shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Company and Holder are each referred to individually as a “Party” and together as the “Parties.”
FOGHORN THERAPEUTICS INC. NON-STATUTORY STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTORS)Non-Statutory Stock Option Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Foghorn Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Foghorn Therapeutics Inc. 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Execution VersionConsulting Agreement • March 18th, 2021 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
Reference is made to that certain letter agreement dated October 1, 2015, by and between you and Foghorn Therapeutics Inc. (the “Company”), as amended by that certain fee increase letter dated January 22, 2019 (such agreement, as so amended, the “Consulting Agreement”). The purpose of this letter (this “Amendment”) is to amend certain terms of the Consulting Agreement, as described below.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 13th, 2021 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (“Agreement”) is entered into as of December 10, 2021 (the “Execution Date”), by and between Foghorn Therapeutics Inc., a Delaware corporation (“Foghorn”), and Eli Lilly and Company, an Indiana corporation (“Lilly”). Foghorn and Lilly may individually be referred to as a “Party” and together as the “Parties”.
LEASE AGREEMENTLease Agreement • August 28th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT is made as of this 23 day of October, 2019, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and FOGHORN THERAPEUTICS INC., a Delaware corporation (“Tenant”)
FOGHORN THERAPEUTICS INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Foghorn Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Foghorn Therapeutics Inc. 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
FOGHORN THERAPEUTICS INC. c/o Flagship VenturesConsulting Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
We are pleased that you have agreed to become a co-fmmder of and consultant to Foghorn Therapeutics Inc. This Agreement is made as of the date written above (the “Effective Date”) between you and Foghorn Therapeutics Inc., a Delaware corporation (the “Company”). The terms and conditions agreed to in this letter shall, together with any and all Exhibits, hereinafter be referred to as the “Agreement”. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, we have agreed as follows:
Re: Employment Offer LetterEmployment Agreement • October 2nd, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
On behalf of Foghorn Therapeutics, Inc. (the “Company”), I am delighted to offer you employment with the Company. This offer letter (the “Offer Letter”) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company.
RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT by and between FOGHORN THERAPEUTICS INC. and MERCK SHARP & DOHME CORP.Research Collaboration and Exclusive License Agreement • October 2nd, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • New York
This agreement (this “Agreement”) is effective as of July 2, 2020, (the “Effective Date”) and is entered into by and between Foghorn Therapeutics Inc., a corporation organized and existing under the laws of Delaware, having an address at 100 Binney Street, Suite 610, Cambridge, MA 02142 (“Company”) and Merck Sharp & Dohme Corp., a corporation organized and existing under the laws of New Jersey with its principal business office located at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”).
Foghorn Therapeutics Inc. Amendment to Amended and Restated Investors’ Rights AgreementInvestors’ Rights Agreement • December 13th, 2021 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
This Amendment (this “Amendment”) is made as of December 10, 2021, by and among Foghorn Therapeutics Inc., a Delaware corporation (the “Corporation”), and the Investors set forth on the signature pages hereto and amends that certain Amended and Restated Investors’ Rights Agreement, dated as of December 18, 2018, by and among the Corporation and those stockholders of the Corporation set forth therein, as amended as of April 17, 2020, and in effect as of the date hereof (the “Investors’ Rights Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Investors’ Rights Agreement.
FIRST AMENDMENT TO LEASELease Agreement • May 9th, 2022 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made as of this 29th day of June, 2020, by and between ARE-TECH SQUARE, LLC, a Delaware limited liability company ("Landlord"), and FOGHORN THERAPEUTICS INC., a Delaware corporation ("Tenant").
FOGHORN THERAPEUTICS INC. AMENDMENT TO THE INVESTORS’ RIGHTS AGREEMENT AND THE VOTING AGREEMENTInvestors’ Rights Agreement and Voting Agreement • August 28th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDMENT (this “Amendment”) is made as of April 17, 2020, by and among FOGHORN THERAPEUTICS INC., a Delaware corporation (the “Company”) and the Investors set forth on the signature pages hereto and amends (i) that certain Amended and Restated Investors’ Rights Agreement, dated as of December 18, 2018 by and among the Company and stockholders of the Company set forth therein (the “Investors’ Rights Agreement”) and (ii) the Voting Agreement, dated as of December 18, 2018, by and among the Company and the stockholders of the Company set forth therein, as amended as of January 2, 2020 (the “Voting Agreement” and collectively with the Investors’ Rights Agreement, the “Agreements”)). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Agreements.
FOGHORN THERAPEUTICS INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Foghorn Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Foghorn Therapeutics Inc. 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
