MAGENTA THERAPEUTICS, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
MAGENTA THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made by and between Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), and (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 Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.
LICENSE AGREEMENTLicense Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 3rd day of April, 2017 (the “Effective Date”), by and between Magenta Therapeutics, Inc., a Delaware corporation with its principal place of business located at 50 Hampshire Street, 8th floor, Cambridge, MA 02139 (“LICENSEE”) and Novartis International Pharmaceutical Ltd., a for-profit corporation with its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“NOVARTIS”). LICENSEE and NOVARTIS may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
MASTER DEVELOPMENT AND MANUFACTURING AGREEMENTConfidential Treatment • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
This Master Development and Manufacturing Agreement (including all appendices hereto, this “Agreement”) is entered into as of February 13, 2018 (the “Effective Date”) by and between Magenta Therapeutics, Inc., a Delaware corporation having offices at 50 Hampshire Street, 8th Floor, Cambridge, MA 02139 (“Magenta”), and Bachem Americas, Inc., a California corporation, having offices at 3132 Kashiwa Street, Torrance, CA 90505 (“Bachem”). Magenta and Bachem may be referred to individually as a “Party” or collectively as the “Parties.”
EXCLUSIVE RESEARCH, DEVELOPMENT OPTION AND LICENSE AGREEMENT This Agreement is entered into with effect as of the Effective Date (as defined below) by and betweenOption and License Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • New York
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
LICENSE AGREEMENTLicense Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement (this “Agreement”) is entered into as of this 2nd day of November, 2016 (the “Effective Date”), by and between Magenta Therapeutics, Inc., a corporation existing under the laws of the State of Delaware, having a place of business at 245 First St. 4th Floor, Cambridge MA 02142 (“Licensee”) and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”).
BE THE MATCH BIOTHERAPIES® COLLABORATION AGREEMENTCollaboration Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Minnesota
This Collaboration Agreement (including all attachments hereto, this “Agreement”) is entered into and made effective November 10, 2017, by and between Be The Match BioTherapies (“BTMB”), a Minnesota nonprofit corporation, having its headquarters at 500 North 5th Street, Minneapolis, MN 55401, and Magenta Therapeutics, Inc., a Delaware corporation (“Magenta”), having a principal place of business at 50 Hampshire St, Cambridge, MA 02139 (each a “Party” and collectively the “Parties”).
CLINICAL TRIAL AGREEMENTQuality Agreement • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Minnesota
This Clinical Trial Agreement (including any exhibits or appendices attached hereto, this “Agreement”) is made as of the date of last signature below (the “Effective Date”) by and between Regents of the University of Minnesota, a non-profit, educational, research and healthcare institution (“Institution”) with an address at 450 McNamara Alumni Center, 200 Oak Street SE, Minneapolis, MN 55455, and Magenta Therapeutics, Inc., a corporation having its principal place of business at 50 Hampshire Street, Cambridge, MA 02139 (“Sponsor”). Sponsor and Institution are herein referred to collectively as “Parties.” Individually, each of Sponsor and Institution is a “Party.”
SUBLEASESublease • May 24th, 2018 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
SUBLEASE, dated as of May 4th, 2018 (the “Effective Date”), between NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC, a Delaware corporation, having an address at 100 Technology Square, Cambridge Massachusetts 02139 (“Novartis”), and MAGENTA THERAPEUTICS, INC., a Delaware corporation, having an address at 50 Hampshire Street, 8th Floor, Cambridge Massachusetts 02139 (“Subtenant”).
