INVIVYD, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20__, and is between Invivyd, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
SEPARATION AGREEMENTSeparation Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This letter sets forth the substance of the separation agreement (the “Agreement”) which Invivyd, Inc. (the “Company”) is offering to you to aid in your employment transition.
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. AMENDMENT NUMBER ONE TO THE COLLABORATION...Collaboration Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This Amendment Number One (this “Amendment”), dated November 18, 2022 (the “Amendment One Effective Date”), amends the Collaboration Agreement (the “Agreement”) dated May 21, 2021 (the “Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”) and Invivyd, Inc., a Delaware corporation having an address at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Invivyd”), formerly known as Adagio Therapeutics, Inc. (“Adagio”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. For clarity, “Invivyd” and “Adagio” refer to the same entity for purposes of this Agreement.
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. MASTER SERVICES AGREEMENTMaster Services Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
This Master Services Agreement (this “Agreement”) is dated July 21, 2020 (the “Effective Date”) and is between Adagio Therapeutics, Inc. (“Client”), with an address at 303 Wyman Street, Suite 300, Waltham, MA 02451, and WuXi Biologics (Hong Kong) Limited, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”
COMMON STOCK PURCHASE WARRANT INVIVYD, inc.Invivyd, Inc. • March 23rd, 2023 • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Population Health Partners, L.P., a Delaware limited partnership (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Applicable Issuance Date (as defined herein) with respect to the Applicable Warrant Shares (as defined below) and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on November 15, 2032 and (ii) the closing of a Fundamental Transaction in accordance with Section 3(d)(ii) (such earlier date, the “Termination Date”), but not thereafter, to subscribe for and purchase from Invivyd, Inc., a Delaware corporation (the “Company”), the Applicable Warrant Shares that become exercisable pursuant to the terms of this Warrant. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).
WORK ORDERInvivyd, Inc. • March 23rd, 2023 • Biological products, (no disgnostic substances)
THIS WORK ORDER, dated November 15, 2022 (this “Work Order”) is by and between Invivyd, Inc. (“Invivyd” or the “Company”) and Population Health Partners, L.P. (“PHP”), and upon execution will be incorporated into the Master Services Agreement, dated as of November 15, 2022 between Invivyd and PHP (the “Agreement”). Capitalized terms in this Work Order will have the same meaning as set forth in the Agreement. All terms and conditions of the Agreement will apply to this Work Order. To the extent that there is a conflict between a provision in this Work Order and a provision in the Agreement, the provisions in the Agreement shall govern. Invivyd hereby engages PHP as follows:
MASTER SERVICES AGREEMENTMaster Services Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made as of November 15, 2022 (the “Effective Date”) by and between Invivyd, Inc., a Delaware corporation with a principal office at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Invivyd”), and Population Health Partners, L.P., a Delaware limited partnership, with a principal office at 1200 Morris Turnpike, Suite 3005, Short Hills, NJ 07078 (“PHP”).
AMENDMENT NO. 1 TO THE CELL LINE LICENSE AGREEMENTLine License Agreement • March 23rd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO THE CELL LINE LICENSE AGREEMENT (this “Amendment”), effective as of February 2, 2023 (“the Amendment Effective Date”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”), and Invivyd, Inc. having its principal place of business at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
