CARGO Therapeutics, Inc. [•] Shares of Common Stock, par value $0.001 per share Underwriting AgreementCARGO Therapeutics, Inc. • November 6th, 2023 • Biological products, (no disgnostic substances) • New York
CARGO 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 J.P. Morgan Securities LLC (“JPM”), Jefferies LLC (“Jefferies”) and Cowen and Company, LLC (“TD Cowen”) are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” In the event that the Company has no subsidiaries, or only one subsidiary, then all references herein to “subsidiaries” of the Company shall be deemed to refer to no subsidiary, or such single subsidiary
LEASE AGREEMENTLease Agreement • December 13th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this _11th_ day of December, 2023 (the “Effective Date”), between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and CARGO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
LEASE AGREEMENTLease Agreement • March 21st, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this _11th_ day of December, 2023 (the “Effective Date”), between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and CARGO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CARGO THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 9, 2023, by and among CARGO 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”.
SYNCOPATION LIFE SCIENCES, INC. PALO ALTO, CA 94301Confidentiality and Proprietary Rights Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
On behalf of Syncopation Life Sciences, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement”) is to summarize the terms of your employment with the Company, should you accept our offer:
FORM OF INDEMNIFICATION AND ADVANCEMENT AGREEMENTForm of Indemnification and Advancement Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National...Patent License Agreement – Exclusive • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), Appendix G (Royalty Payment Options), and Appendix H (Shipping Information).
SUBLEASESublease • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between BP3-SF6 1900 ADLP LLC, a Delaware limited liability company (“Landlord”), and BIGHAT BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
EXCHANGE AGREEMENTExchange Agreement • May 14th, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the 12th day of January 2024, by and among CARGO Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A attached hereto (each an “Investor” and collectively, the “Investors”).
FIRST AMENDMENT TO SUBLEASECARGO Therapeutics, Inc. • October 20th, 2023 • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made as of August 17, 2022 by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”) and Syncopation Life Sciences, Inc., a Delaware corporation (“Sublessee”), with reference to the following facts and objectives:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2024, between CARGO Therapeutics, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each of the purchasers listed on the signature pages hereto, together with their permitted successors and assigns (each, a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDMENT TO SUBLEASESublease • August 12th, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO SUBLEASE (this “Amendment”) is made as of June 21, 2024 by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”) and Cargo Therapeutics, Inc. (formerly known as Syncopation Life Sciences, Inc.), a Delaware corporation (“Sublessee”), with reference to the following facts and objectives:
FIRST AMENDMENT TO SUBLEASESublease • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made as of August 17, 2022 by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”) and Syncopation Life Sciences, Inc., a Delaware corporation (“Sublessee”), with reference to the following facts and objectives:
EXCLUSIVE LICENSE AGREEMENT WITH EQUITYExclusive License Agreement With Equity • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Syncopation Life Sciences (“Syncopation”), a corporation having a principal place of business at 628 Middlefield Rd, Palo Alto, CA 94301, is effective on the 1st day of August, 2022 (“Effective Date”).
OXFORD BIOMEDICA (UK) LIMITED and SYNCOPATION LIFE SCIENCES INC LICENCE AND SUPPLY AGREEMENTLicence and Supply Agreement • November 6th, 2023 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances) • England and Wales
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. SUBLEASE AGREEMENTSublease Agreement • July 8th, 2024 • CARGO Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Sublease Agreement (“Sublease”) is dated as of July 1, 2024 (the “Effective Date”), by and between CARGO THERAPEUTICS, INC., a Delaware corporation (“Sublandlord”), and VAXCYTE, INC., a Delaware corporation (“Subtenant”).
TO THE EXCLUSIVE LICENSE AGREEMENT WITH EQUITY EFFECTIVE THE 1ST DAY OF AUGUST 2022 BETWEEN STANFORD UNIVERSITY AND SYNCOPATION LIFE SCIENCESCARGO Therapeutics, Inc. • November 6th, 2023 • Biological products, (no disgnostic substances)
Effective the 25th of January, 2023, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and CARGO Therapeutics, Inc. (“CARGO”, previously known as SYNCOPATION LIFE SCIENCES), a corporation having a principal place of business at 1900 Alameda de las Pulgas Suite 350, San Mateo, CA 94403 agree as follows:
