EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Cullinan Management, Inc., a Delaware corporation (the “Company”), and Jeff Trigilio (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Equity Documents (as defined below) and subject to Section 10 below, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and the Company dated August 25, 2020 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
AMENDMENT NUMBER 1 TO ROYALTY TRANSFER AGREEMENTRoyalty Transfer Agreement • March 9th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amendment Number 1 to Royalty Transfer Agreement (this “Amendment”), dated as of June 6, 2022, is made by and among Cullinan Pearl Corp., a Delaware corporation (the “Company”), MPM Oncology Charitable Foundation, Inc., a Massachusetts charitable foundation (“MPM Charitable Foundation”) and the UBS Optimus Foundation, a Swiss charitable foundation (“Optimus,” and together with the MPM Charitable Foundation, each a ”Charitable Foundation” and together, the “Charitable Foundations”) and amends that certain Royalty Transfer Agreement, dated as of October 25, 2019, by and among the Company and the Charitable Foundations (the “Royalty Transfer Agreement”). All capitalized terms used herein that are not otherwise defined herein shall have their respective meanings as set forth in the Royalty Transfer Agreement.
Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would likely cause competitive harm to Cullinan Oncology, Inc. if publicly disclosed. Massachusetts Institute of Technology...Exclusive Patent License Agreement • March 9th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances)
This Second Amendment, effective as of December 20, 2022 (the “Second Amendment Effective Date”) is made by and between the Massachusetts Institute of Technology, a nonprofit research institution having a principal address at 77 Massachusetts Avenue, Cambridge, MA 02139 (“M.I.T.”) and Cullinan Amber Corp. ("Company"), a Delaware corporation, with a principal place of business at One Main Street, Cambridge, MA 02142. M.I.T. and Company are parties to that certain Exclusive Patent License Agreement dated December 20, 2019 (the “License Agreement”), and amended by the First Amendment, dated April 3, 2020. M.I.T. and Company may be referred to herein individually as a “Party” or, collectively as the “Parties.” All capitalized terms used herein that are not otherwise defined herein shall have their respective meanings as set forth in the License Agreement.
STOCK PURCHASE AND TRANSFER AGREEMENTStock Purchase and Transfer Agreement • March 9th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Stock Purchase and Transfer Agreement (the “Agreement”) is made and entered into as of [●], 2022 (the “Effective Date”), by and among [●] (“Transferor”), Cullinan Oncology, Inc., a Delaware corporation (“Transferee”), and Cullinan MICA Corp., a Delaware corporation (the “Corporation”, together with Transferor and Transferee, the “Parties”).
OPTION] PURCHASE AND TRANSFER AGREEMENTOption Purchase and Transfer Agreement • March 9th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Option Purchase and Transfer Agreement (the “Agreement”) is made and entered into as of _______, 2022 (the “Effective Date”), by and among [●] (“Transferor”), Cullinan Oncology, Inc., a Delaware corporation (“Transferee”), and Cullinan MICA Corp., a Delaware corporation (the “Corporation”, together with Transferor and Transferee, the “Parties”).
