OMEGA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2021 between Omega Therapeutics, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 3rd, 2023 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Omega Therapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 26th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Omega 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 (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $0.001 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”).
Amended and Restated Employment AgreementEmployment Agreement • November 14th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Kaan Certel (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”) effective as of November 14, 2024 (the “Effective Date”).
LEASE by and between BMR-325 VASSAR STREET LLC, a Delaware limited liability company and OMEGA THERAPEUTICS, INC. a Delaware corporationLease • July 26th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”) is entered into as of this 30th day of November, 2017 (the “Execution Date”), by and between BMR-325 Vassar Street LLC, a Delaware limited liability company (“Landlord”), and Omega Therapeutics, Inc., a Delaware corporation (“Tenant”).
AMENDED AND RESTATED SHARED SPACE ARRANGEMENTShared Space Arrangement • November 14th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Shared Space Arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 18th day of November, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 02141, and Prologue Medicines, Inc. (formerly Flagship Labs 89, Inc.), a Delaware corporation (“Licensee” or “Space Occupant”), with an address of 140 First Street, Ste 502, Cambridge, Massachusetts 02141.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2023 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2023, between Omega Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SHARED SPACE ARRANGEMENTShared Space Arrangement • July 13th, 2023 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This shared space arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of September, 2023 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 02141, and Apriori Bio, Inc., a Delaware corporation (“Licensee” or “Space Occupant”), with an address as identified on the signature page of this Shared Space Arrangement (the “Signature Page”).
AMENDMENT #1 TO SHARED SPACE ARRANGEMENTShared Space Arrangement • August 6th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment #1 To Shared Space Arrangement (this “Amendment”) is made effective as of July 1, 2024, by and between OMEGA THERAPEUTICS, INC., a Delaware corporation (“Licensor” or “Tenant”), having an address of 140 First Street, Ste 501, Cambridge, MA 02141, and Metaphore Biotechnologies, Inc., (“Licensee” or “Space Occupant”), having an address of 140 First Street, Ste 502, Cambridge, MA 02141.
WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH PATENT LICENSE AGREEMENTPatent License Agreement • July 9th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Agreement, effective as of May 22, 2019 (the “EFFECTIVE DATE”), is between the Whitehead Institute for Biomedical Research (“WHITEHEAD”), a Delaware corporation, having a principal office at 455 Main Street, Cambridge, MA 02142 and Omega Therapeutics, Inc. (“COMPANY”), a Delaware corporation, having a principal place of business at 55 Cambridge Parkway, Cambridge MA 02142 (the “Agreement”).
March 25, 2020 Roger Sawhney [XXX] [XXX] Dear Roger,Employment Agreement • July 9th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
On behalf of Omega Therapeutics, Inc. (the “Company”), a Flagship Pioneering Company, I am delighted to make this conditional offer of 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.
Development and Option Agreement by and between ACUITAS THERAPEUTICS, INC. and OMEGA THERAPEUTICS, INC. dated October 5, 2020Development and Option Agreement • July 26th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEVELOPMENT AND OPTION AGREEMENT (this “Agreement”), dated as of October 5, 2020 (the “Effective Date”), is made by and between Omega Therapeutics, Inc. a Delaware corporation (“Omega”) and Acuitas Therapeutics Inc., a British Columbia corporation (“Acuitas”). Each of Omega and Acuitas may be referred to herein as a “Party” or together as the “Parties.”
October 5, 2022 Richard A. Young, Ph.D.Consulting Agreement • March 28th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
NON-EXCLUSIVE LICENSE AGREEMENT by and between ACUITAS THERAPEUTICS, INC. and OMEGA THERAPEUTICS, INC. dated March 22, 2021Non-Exclusive License Agreement • July 9th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS NON-EXCLUSIVE LICENSE AGREEMENT (“License Agreement”), dated as of March 22, 2021 (the “License Agreement Effective Date”), is made by and between Acuitas Therapeutics, Inc., a British Columbia corporation (“Acuitas”), and Omega Therapeutics, Inc., a Delaware corporation (“Omega”). Each of Acuitas and Omega may be referred to herein as a “Party” or together as the “Parties.”
October 6, 2023 Richard A. Young, Ph.D.Consulting Agreement • March 28th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential.Collaboration and License Agreement • March 1st, 2023 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), dated as of October 12, 2022 (the “Effective Date”), is made by and between Nitto Denko Corporation, located at Grand Front Osaka, 4-20 Ofuka-cho, 33rd Floor, Kita-ku, Osaka, Japan (“Nitto”), on the one hand, and Omega Therapeutics, Inc., located at 20 Acorn Park Drive, Cambridge, MA 02140 (“Omega”), on the other hand. Omega and Nitto are referred to herein individually as a “Party” and collectively as the “Parties”.
THIRD AMENDMENT TO LEASELease Agreement • August 6th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is dated as of July 31, 2024 (the “Third Amendment Effective Date”), by and between ARE-MA REGION NO. 94, LLC, a Delaware limited liability company (“Landlord”), and OMEGA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 22nd, 2023 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 22, 2023, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and OMEGA THERAPEUTICS, INC. (“Borrower”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Waiver, Confirmation and Agreement Regarding Research Collaboration Agreement • March 28th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 9th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of March 4, 2021, by and among Omega Therapeutics, 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”, and together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsection 6.9, the “Investors”).
SHARED SPACE ARRANGEMENTShared Space Arrangement • August 6th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This shared space arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of August, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 02141, and Flagship Labs 97, Inc., a Delaware corporation (“Licensee” or “Space Occupant”), with an address of 55 Cambridge Parkway, Suite 800E, Cambridge, Massachusetts 02142.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.License Agreement • March 28th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
Reference is hereby made to that certain License Agreement by and between Flagship Pioneering Innovations V, Inc. (“Flagship”) and Omega Therapeutics, Inc. (“Company”), dated effective as of March 12, 2019, as amended from time to time (the “License Agreement”), pursuant to which Company obtained from Flagship certain rights to Foundational IP in order to develop and commercialize Licensed Products (as each term is defined in the License Agreement). Company is currently negotiating a Research Collaboration Agreement to be entered into by and among Company, Novo Nordisk A/S (“Novo Nordisk”) and a newly formed wholly owned subsidiary of Pioneering Medicine (NN), LLC (“SpinCo”), and certain entities affiliated with SpinCo, pursuant to which Company will grant Novo Nordisk and SpinCo certain rights under the Foundational IP (the “Research Collaboration Agreement” and such transactions contemplated by the Research Collaboration Agreement, the “Proposed Transaction”). Capitalized terms not o
Separation Agreement and ReleaseSeparation Agreement • November 14th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Separation Agreement and Release (“Agreement”) is made by and between Mahesh Karande (“Executive”) and Omega Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
March 2, 2019 Mahesh Karande [XXX] [XXX] Dear Mahesh,Employment Agreement • July 9th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
On behalf of Omega Therapeutics (the “Company”), a Flagship Pioneering Company, I am delighted to make this conditional offer of 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 LEASELease Agreement • August 6th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is dated as of June 24_, 2024 (the “Second Amendment Effective Date”), by and between ARE-MA REGION NO. 94, LLC, a Delaware limited liability company (“Landlord”), and OMEGA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
ContractWarrant Agreement • July 9th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
RESEARCH COLLABORATION AGREEMENT by and among PIONEERING MEDICINES 08, INC. a Delaware corporation, OMEGA THERAPEUTICS, INC. a Delaware corporation, PIONEERING MEDICINES (NN), LLC a Delaware limited liability company, PM (NN) EXPLORATIONS, INC. a...Research Collaboration Agreement • March 28th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Research COLLABORATION AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2023 (the “Effective Date”), by and among Pioneering Medicines 08, Inc., a Delaware corporation located at 55 Cambridge Pkwy, Suite 800E, Cambridge, MA 02142 (“PM SpinCo”), Omega Therapeutics, Inc., a Delaware corporation located at 140 First Street, Suite 501, Cambridge, Massachusetts 02140 (“PlatformCo,” and together with PM SpinCo, each an “RCA PM Party” and collectively, the “RCA PM Parties”) and Novo Nordisk A/S, a corporation organized and existing under the laws of Denmark located at Novo Allé 1, 2880 Bagsvaerd, Denmark (“Novo Nordisk” and, together with the RCA PM Parties, the “Parties,” and individually each a “Party”). In addition, Pioneering Medicines (NN), LLC, a Delaware limited liability company (“Shareholder”) shall be a party to this Agreement (and therefore a Party) solely for purposes of Sections 6.1.1, 6.2, 11.1, 11.4, 11.5, 12.1, 12.4, 12.5, 12.6.1, 12.7 through 12.1
FIRST AMENDMENT TO LEASELease Agreement • August 3rd, 2023 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is dated as of May 3 _, 2023 (the “Effective Date”), by and between ARE-MA REGION NO. 94, LLC, a Delaware limited liability company (“Landlord”), and OMEGA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENTLicense Agreement • July 9th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (this “Agreement”), effective on March 12, 2019 (the “Effective Date”) is by and between Flagship Pioneering Innovations V, Inc., a Delaware corporation (“Flagship”) and Omega Therapeutics, Inc., a Delaware corporation (“Company”). Flagship and Company may be referred to individually as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2023 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2023, between Omega Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Effective December 31, 2023 Omega Therapeutics, Inc. Cambridge, Massachusetts 02141 Re: Waiver, Confirmation and Agreement Regarding Research Collaboration Agreement Ladies and Gentlemen:Waiver, Confirmation and Agreement Regarding Research Collaboration Agreement • March 28th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
Reference is made to the Patent License Agreement (Co-Exclusive) between Whitehead Institute for Biomedical Research (“Whitehead”) and Omega Therapeutics, Inc. (“Omega”) effective as of May 22, 2019 (the “Co-Exclusive License Agreement”; Whitehead Ref: L7516). Capitalized terms used in this letter agreement (this “Letter”) without definition shall have the meanings given to them in the Co-Exclusive License Agreement. All references to Sections herein are to Sections in the Co-Exclusive License Agreement unless otherwise stated.
Separation Agreement and ReleaseSeparation Agreement • August 6th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Separation Agreement and Release (“Agreement”) is made by and between Yan Moore (“Executive”) and Omega Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
SHARED SPACE ARRANGEMENTShared Space Arrangement • July 26th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This shared space arrangement (this “Shared Space Arrangement”) is made and entered into as of the 13th day of July, 2020 (the “Effective Date”) by and between Kintai Therapeutics, Inc., a Delaware corporation (“Licensor”), and Omega Therapeutics, Inc., a Delaware corporation (“Licensee”), with an address as identified on the signature page of this Shared Space Arrangement (the “Signature Page”).
OMEGA THERAPEUTICS, INC. PACIFIC WESTERN BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 26th, 2021 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances) • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of March 9, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and OMEGA THERAPEUTICS, INC. (“Borrower”).
Separation Agreement and ReleaseSeparation Agreement • August 6th, 2024 • Omega Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Separation Agreement and Release (“Agreement”) is made by and between Joshua Reed (“Executive”) and Omega Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
