INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of between OvaScience, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 29th day of March, 2012, by and among OvaScience, 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”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of between OvaScience, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
OVASCIENCE, INC. Incentive Stock Option Agreement Granted Under 2011 Stock Incentive PlanIncentive Stock Option Agreement • April 11th, 2012 • OvaScience, Inc.
OVASCIENCE, INC. Nonstatutory Stock Option Agreement Granted Under 2011 Stock Incentive PlanNonstatutory Stock Option Agreement • April 11th, 2012 • OvaScience, Inc.
OVASCIENCE, INC. Restricted Stock Agreement Granted Under 2011 Stock Incentive PlanRestricted Stock Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware
OVASCIENCE, INC. Amended and Restated Restricted Stock AgreementRestricted Stock Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware
AGREEMENT made this 29th day of March, 2012, between OvaScience, Inc., a Delaware corporation (the “Company”), Richard Aldrich (“Aldrich”) and the Richard H. Aldrich Irrevocable Trust of 2011 (the “Trust”, and, together with Aldrich, the “Founder”) . This agreement amends and restates in its entirety the Restricted Stock Agreement, dated April 7, 2011, between the Company (formerly known as Ovastem, Inc.) and Aldrich (the “Prior Restricted Stock Agreement”). In connection with the transfer of shares of stock subject to the Prior Restricted Stock Agreement from Aldrich to the Trust on December 30, 2011, the Trust agreed to become party to and bound by the Prior Restricted Stock Agreement.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. THE GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENT MGH Agreement No: A209968 MGH Case Nos: 02595 and 21131License Agreement • April 11th, 2012 • OvaScience, Inc. • Massachusetts
This Exclusive License Agreement (“Agreement”) is made as of the 27th day of June, 2011 (“Effective Date”), by and between OvaScience, Inc., a Delaware corporation, having a principal place of business at The Prudential Tower, 800 Boylston Street, Suite 1555, Boston, MA 02199 (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
CONSULTATION AND SCIENTIFIC ADVISORY BOARD AGREEMENTConsultation and Scientific Advisory Board Agreement • April 11th, 2012 • OvaScience, Inc. • Massachusetts
THIS CONSULTATION AND SCIENTIFIC ADVISORY BOARD AGREEMENT (the “Agreement”), dated as of 7th Sept., 2011 (the “Effective Date”), is made between OVASCIENCE, Inc., a Delaware corporation, and its successors, subsidiaries and affiliates (collectively, the “Company”), and David Sinclair (“Consultant”).
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is made as of the 29th day of March, 2012 by and among OvaScience, Inc., a Delaware corporation, (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
CONSULTATION AND SCIENTIFIC ADVISORY BOARD AGREEMENTConsultation and Scientific Advisory Board Agreement • April 11th, 2012 • OvaScience, Inc. • Massachusetts
THIS CONSULTATION AND SCIENTIFIC ADVISORY BOARD AGREEMENT (the “Agreement”), dated as of 13 July 2011 (the “Effective Date”), is made between OVASCIENCE, Inc., a Delaware corporation, and its successors, subsidiaries and affiliates (collectively, the “Company”), and Jonathan Tilly (“Consultant”).
LICENSE AGREEMENTLicense Agreement • April 11th, 2012 • OvaScience, Inc. • Massachusetts
THIS LICENSE AGREEMENT (the “Agreement”) is made as of this 8th day of March, 2012, between ARE-MA REGION NO. 47, LLC, a Delaware limited liability company (“Licensor”), and OVASCIENCE, INC., a Delaware corporation (“Licensee”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Master Services AgreementMaster Services Agreement • April 11th, 2012 • OvaScience, Inc. • Massachusetts
This Master Services Agreement (“Agreement”), dated as of February 21, 2012 (the “Effective Date”), is entered into by and between Agenus Inc., a Delaware corporation, having an address at 3 Forbes Road, Lexington, MA 02421 (“Agenus”) and OvaScience, Inc., a Delaware corporation, having an address at 800 Boylston Street, Suite 1555, Boston, MA 02119 (“Client”), (each singularly a “Party” and collectively the “Parties”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Amendment No. 1 To The Exclusive License AgreementOvaScience, Inc. • April 11th, 2012 • Massachusetts
This Amendment No. 1 (this “Amendment”) to the Exclusive License Agreement between OvaScience, Inc. (“Company”) and The General Hospital Corporation, (“Hospital”) dated June 27, 2011 (the “Agreement”), is effective as of September 7, 2011. Capitalized terms used but not defined in this Amendment shall, unless the context otherwise requires, have the meanings specified in the Agreement.
AMENDED AND RESTATED VOTING AGREEMENTAdoption Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 29th day of March, 2012, by and among OvaScience, Inc., a Delaware corporation (the “Company”), each holder of Series A Preferred Stock, $0.001 par value per share, of the Company (the “Series A Preferred Stock”) and Series B Preferred Stock, $0.001 par value per share, of the Company (the “Series B Preferred Stock,” and together with the Series A Preferred Stock, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 6.1(a) or 6.2 below, the “Investors”) and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsections 6.1(b) or 6.2 below, the “Key Holders”, and together collectively with the Investors, the “Stockholders”). Certain defined terms used
