SIGILON THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the August 22, 2019, by and among (i) Sigilon Therapeutics, Inc., a Delaware corporation (the “Company”), (ii) each of the Investors (as defined below) listed on Schedule A hereto, (iii) each person who hereafter becomes a party to this Agreement in accordance with Subsection 6.1 or Subsection 6.9 hereof, and (iv) solely with respect to Section 4 and Section 6, the Massachusetts Institute of Technology (“MIT”).
SIGILON THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 EQUITY INCENTIVE PLANIncentive Stock Option Agreement • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
SIGILON THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 EQUITY INCENTIVE PLANNonstatutory Stock Option Agreement • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This STOCK RESTRICTION AGREEMENT (this “Agreement”) is dated as of the 5th day of February, 2016 (the “Effective Date”), between Sigilon, Inc., a Delaware corporation (the “Company”), and Robert S. Langer (the “Founder”) relating to shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Company and the Founder are each referred to individually as a “Party” and together as the “Parties.”
WARRANT TO PURCHASE STOCKVoting Agreement • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, PACIFIC WESTERN BANK or its registered assignees or transferee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant. This warrant is issued in connection with the extension of credit by Pacific Western Bank to the Company under the Loan and Security Agreement dated as of the Issue Date (as amended and in effect from time to time, the “Loan Agreement”). Reference is made to Section 5.4 of this warrant, whereby Pacific Western Bank shall transfer this warrant to its parent company, PacWest Bancorp. Holder may acquire the number of Shares equal to (a)
LEASE AGREEMENTLicense Agreement • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT is made as of this 28 day of August, 2017, between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (“Landlord”), and SIGILON THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. MASSACHUSETTS INSTITUTE OF...Exclusive Patent License Agreement • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Sigilon, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at One Memorial Drive, Cambridge, MA 02139.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. Massachusetts Institute of...Second Amendment • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment (“Second Amendment)”, effective as of August 9, 2018 (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 (“MIT”) and Sigilon Therapeutics, Inc. (fka Sigilon, Inc.) a Delaware corporation, having a principal address at 100 Binney Street, Cambridge, MA 02142 (“COMPANY”‘) (each individually a “Party” and collectively the “Parties”), and amends that certain Exclusive Patent License Agreement between the Parties dated as of February 8, 2016, as previously amended by the First Amendment dated February 2, 2017 (collectively, the “License Agreement”). Capitalized terms used herein without definition shall have the meaning given such terms in the License Agreement.
RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN SIGILON THERAPEUTICS, INC. and ELI LILLY AND COMPANY April 2, 2018Research Collaboration and Exclusive License Agreement • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • New York
This RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of April 2, 2018 (the “Effective Date”) by and between Sigilon Therapeutics, Inc. (“Sigilon”), a Delaware corporation having a place of business at 100 Binney Street, Suite 600, Cambridge, MA 02142 and Eli Lilly and Company, an Indiana corporation having a place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”). Each of Sigilon and Lilly is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED.Third Amendment • August 21st, 2020 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment (“Third Amendment)”, effective as of November 6, 2019 (the “Third 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 Sigilon Therapeutics, Inc. (flea Sigilon, Inc.) a Delaware corporation, having a principal address at 100 Binney Street, Cambridge, MA 02142 (“COMPANY”) (each individually a “Party” and collectively the “Parties”), and amends that certain Exclusive Patent License Agreement between the Parties date as of February 8, 2016, as previously amended by the First Amendment dated February 2, 2017 and the Second Amendment dated August 9, 2018 (collectively, the “License Agreement”). Capitalized terms used herein without definition shall have the meaning given such terms in the License 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 SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. FIRST AMENDMENTSigilon Therapeutics, Inc. • August 21st, 2020 • Pharmaceutical preparations
This First Amendment (“Amendment”), effective as of February 2, 2017, amends the Exclusive Patent License Agreement (the “Agreement”) dated February 8, 2016 by and between Sigilon, Inc. (“Sigilon”) and the Massachusetts Institute of Technology (“M.I.T.”). Capitalized terms not defined herein shall have the meaning assigned to them in the Agreement.
