Morphic Holding, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • New York
Introductory. Morphic Holding, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [·] shares of its common stock, par value $0.0001 per share (the “Shares”). The [·] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [·] Shares as provided in Section 2. The additional [·] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC, Cowen and Company, LLC, BMO Capital Markets Corp. and Wells Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To
INDEMNITY AGREEMENTIndemnity Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of , 2019 is made by and between Morphic Holding, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
ContractMorphic Holding, Inc. • June 14th, 2019 • Pharmaceutical preparations • California
THIS WARRANT AND THE UNITS ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Collaboration and Option Agreement Between MORPHIC...Collaboration and Option Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • New York
This Collaboration and Option Agreement (this “Agreement”) is made and entered into as of October 16, 2018, 2018 (the “Execution Date”) by and between Morphic Therapeutic, Inc., a Delaware corporation (“Morphic”) and AbbVie Biotechnology Ltd, a corporation organized under the laws of Bermuda having its principal place of business at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (“AbbVie”). Morphic and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENT (Timothy A. Springer, Ph.D.)Consulting Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (this “Agreement”) is made effective as of June 1, 2015. In consideration for retaining Timothy A. Springer, Ph.D. (“Consultant”) by Morphic Rock Holding, LLC, f/k/a Integrin Rock, LLC (the “Company”), a Delaware limited liability company. For good and valuable consideration, the parties hereby agree as follows:
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of December, 2018, by and among Morphic Holding, 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.”
LEASE OF PREMISES AT 35 GATEHOUSE DRIVE, WALTHAM, MASSACHUSETTS FROM ASTRAZENECA PHARMACEUTICALS LIMITED PARTNERSHIP TO MORPHIC ROCK THERAPEUTIC, INC.Lease • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Delaware
The following is a summary of certain basic terms of this Lease which is intended for the convenience and reference of the parties. Capitalized terms used, but not defined, in this Summary of Basic Terms, have their defined meanings in this Lease. In addition, some of the following items or terms are incorporated into this Lease by reference to the item or term or to this “Summary of Basic Terms”.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Bruce Rogers (the “Executive”) and Morphic Holding, Inc., a Delaware corporation (the “Company”)1, and is effective as of the Effective Date.
June 10, 2019 Bruce Rogers, Ph.D. Dear Bruce:Morphic Holding, Inc. • June 14th, 2019 • Pharmaceutical preparations
This letter agreement amends and restates the offer letter between you and Morphic Holding, Inc. (the “Company”)1, dated December 10, 2015 (the “Prior Agreement”), effective as of the date immediately prior to the first date on which the Registration Statement on Form S-1 for the initial public offering of the Company’s common stock is declared effective by the United States Securities and Exchange Commission or, if later, the date that this Agreement is signed.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT BETWEEN CHILDREN’S...Exclusive License Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts
RESEARCH COLLABORATION AND OPTION AGREEMENT between JANSSEN PHARMACEUTICALS, INC. and MORPHIC THERAPEUTIC, INC. DATED: FEBRUARY 15, 2019Research Collaboration and Option Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • New York
This Research Collaboration and Option Agreement (this “Agreement”), dated as of February , 2019 (the “Effective Date”), is made by and between Morphic Therapeutic, Inc. having an office at 35 Gatehouse Drive A2, Waltham, MA 02451 92121 (“Morphic”), and Janssen Pharmaceuticals, Inc. having an office at 1125 Trenton-Harbourton Road, Titusville, NJ 08560 (“Janssen”). Each of Morphic and Janssen may be referred to herein as a “Party” or together as the “Parties.”
Collaboration AgreementCollaboration Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts
This COLLABORATION AGREEMENT (“Agreement”), dated as of June 10, 2015, is made by and between Morphic Rock Therapeutic, Inc. (“Client”), a Delaware corporation with offices at 1000 Winter Street, Suite 3350, Waltham, MA 02451 and SCHRÖDINGER, LLC (“Schrödinger”), a Delaware limited liability company, with offices at 120 West 45th Street, 17th Floor, New York, New York 10036.
MORPHIC HOLDING, INC. FORM STOCK RESTRICTION AGREEMENTForm Stock Restriction Agreement • June 14th, 2019 • Morphic Holding, Inc. • Pharmaceutical preparations • Delaware
This Stock Restriction Agreement (this “Agreement”) is made by and between Morphic Holding, Inc., a Delaware corporation previously organized as Morphic Holding, LLC, a Delaware limited liability company (the “Company”), and the undersigned Stockholder (the “Stockholder”).
