UNDERWRITING AGREEMENT VERVE THERAPEUTICS, INC. 12,500,000 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • November 29th, 2023 • Verve Therapeutics, Inc. • Pharmaceutical preparations • New York
Verve Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 12,500,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,875,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2021 • Verve Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________ __], 20__ by and between Verve Therapeutics, Inc., a Delaware corporation (the “Company”), and [______________] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and the Indemnitee covering the subject matter of this Agreement. [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].
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • July 1st, 2022 • Verve Therapeutics, Inc. • Pharmaceutical preparations • New York
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 16th, 2021 • Verve Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 14th day of January, 2021, by and among Verve Therapeutics, Inc. a Delaware corporation (f/k/a Endcadia, Inc.) (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
LEASE AGREEMENTLease Agreement • November 10th, 2021 • Verve Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 19 day of August, 2021, between ARE-MA REGION NO. 87 TENANT, LLC, a Delaware limited liability company (“Landlord”), and VERVE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2024 • Verve Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of June 11, 2021 by and between Verve Therapeutics, Inc. (the “Company”), and Andrew Bellinger (the “Executive”) (together, the “Parties”).
Verve Therapeutics, Inc. STOCK OPTION AGREEMENTStock Option Agreement • March 14th, 2022 • Verve Therapeutics, Inc. • Pharmaceutical preparations
Verve Therapeutics, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof.
Verve Therapeutics, Inc. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 14th, 2022 • Verve Therapeutics, Inc. • 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.
VERVE THERAPEUTICS, INC. Restricted Stock Unit Agreement Granted under 2024 Inducement Stock Incentive PlanRestricted Stock Unit Agreement • February 27th, 2024 • Verve Therapeutics, Inc. • 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.
ENDCADIA, INC. (the “Company”)Stock Option Agreement • April 16th, 2021 • Verve Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the 2018 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDED AND RESTATED...Development and Option Agreement • May 28th, 2021 • Verve Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Development and Option Agreement (this “Agreement”), dated as of October 5, 2020 (the “Amendment Effective Date”), is made by and between Verve Therapeutics, Inc. a Delaware corporation (“Verve”) and Acuitas Therapeutics Inc., a British Columbia corporation (“Acuitas”). Each of Verve and Acuitas may be referred to herein as a “Party” or together as the “Parties.”
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. NON- EXCLUSIVE LICENSE...Non-Exclusive License Agreement • May 28th, 2021 • Verve Therapeutics, Inc. • Pharmaceutical preparations • New York
This Non-Exclusive License Agreement (“License Agreement”), dated as of October 14, 2020 (the “License Agreement Effective Date”), is made by and between Acuitas Therapeutics, Inc., a British Columbia corporation (“Acuitas”), and Verve Therapeutics, Inc., a Delaware corporation (“Verve”). Each of Acuitas and Verve may be referred to herein as a “Party” or together as the “Parties.”
SUBLEASESublease • May 28th, 2021 • Verve Therapeutics, Inc. • Pharmaceutical preparations
This SUBLEASE is made as of April 13, 2020, by and between FOGHORN THERAPEUTICS INC., a Delaware corporation having an address at 100 Binney Street, Suite 610, Cambridge, Massachusetts 02142 (“Sublandlord”) and VERVE THERAPEUTICS INC., a Delaware corporation having an address at 215 First Street, Suite 440, Cambridge, MA 02142 (“Subtenant”).
VERVE THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted under 2024 Inducement Stock Incentive PlanNonstatutory Stock Option Agreement • February 27th, 2024 • Verve Therapeutics, Inc. • 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.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 2024 • Verve Therapeutics, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2023, by and between Verve Therapeutics, Inc., a Delaware corporation (the “Company”), and Eli Lilly and Company, an Indiana corporation (the “Lilly”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND...Collaboration and License Agreement • May 28th, 2021 • Verve Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Collaboration and License Agreement (this “Agreement”) is effective as of April 3, 2019 (the “Effective Date”) and is entered into by and between Verve Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (“Verve”) and Beam Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (“Beam”, collectively with Verve, the “Parties” and each, a “Party”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • February 27th, 2024 • Verve Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is made as of October 4, 2021 (“Effective Date”), by and between Novartis Pharma AG, a corporation organized under the laws of Switzerland, having a place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”), and Verve Therapeutics, Inc., a corporation company organized and existing under the laws of Delaware and located at 500 Technology Square, Suite 901, Cambridge, MA 02139 USA (“Licensee”). Novartis and Licensee are each referred to individually as a “Party” and together as the “Parties.”
Advisor AgreementAdvisor Agreement • August 8th, 2024 • Verve Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Advisor Agreement (the “Agreement”), made this 30th day of May, 2024, is entered into by and between Verve Therapeutics, Inc. (the “Company”), and Andrew Bellinger (the “Advisor”), and will be effective as of the day immediately following the Separation Date (hereinafter, the “Effective Date”). Capitalized terms used but not defined herein have the meanings set forth in the letter agreement to which this Agreement is attached as Attachment A (the “Separation Agreement”).
FIRST AMENDMENT TO LEASELease Agreement • March 14th, 2022 • Verve Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of January 4, 2022, by and between ARE-MA REGION NO. 87 TENANT, LLC, a Delaware limited liability company (“Landlord”), and VERVE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions.Separation Agreement • August 8th, 2024 • Verve Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement memorializes our discussions about your transition and separation from Verve Therapeutics, Inc. (the “Company”). As we discussed, provided you (a) sign and return to me, no later than the close of business on May 30, 2024, this letter agreement and the Advisor Agreement (as defined below), (b) do not rescind your acceptance of this letter agreement within seven (7) business days thereafter, (c) sign and return on, but not before, the Separation Date (as defined below) the Additional Release of Claims attached hereto as Attachment B (the “Additional Release”), (d) do not revoke your acceptance of the Additional Release within seven (7) calendar days thereafter (the “Additional Release Revocation Period”), and (e) comply with the obligations set forth in Sections 3, 4, 5 and 6 herein and in the Additional Release (the foregoing provisions (a) through (e) collectively, the “Severance Conditions”), you will remain an employee of the Company, pursuant to the terms and
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDED AND RESTATED...Collaboration and License Agreement • November 7th, 2022 • Verve Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Collaboration and License Agreement (this “Agreement”) is effective as of July 5, 2022 (the “Restatement Effective Date”) and is entered into by and between Verve Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (“Verve”) and Beam Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (“Beam”, collectively with Verve, the “Parties” and each, a “Party”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. STRATEGIC COLLABORATION...Strategic Collaboration and License Agreement • November 7th, 2022 • Verve Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Strategic Collaboration and License Agreement (this “Agreement”) is entered into as of July 18, 2022 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a corporation organized under the laws of the Commonwealth of Massachusetts (“Vertex”) and Verve Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Company”). Vertex and Company each may be referred to herein individually as a “Party” or collectively as the “Parties.”
VERVE THERAPEUTICS, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 2nd, 2023 • Verve Therapeutics, Inc. • 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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 2nd, 2023 • Verve Therapeutics, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2022, by and between Verve Therapeutics, Inc., a Delaware corporation (the “Company”), and Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (the “Investor”).
RESEARCH AND COLLABORATION AGREEMENTResearch and Collaboration Agreement • August 10th, 2023 • Verve Therapeutics, Inc. • Pharmaceutical preparations • New York
This Research and Collaboration Agreement (this “Agreement”) is made and entered into as of June 14, 2023 (the “Execution Date”) by and between Verve Therapeutics, Inc., a Delaware corporation (“Verve”), and Eli Lilly and Company, an Indiana corporation (“Lilly”). Verve and Lilly are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
