EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Employment Agreement (“Agreement”) is made between Cabaletta Bio, Inc., a Delaware corporation (the “Company”), and David J. Chang, M.D., M.P.H. (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 Covenant Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the letter agreement between the Executive and the Company dated June 13, 2019 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
CABALETTA BIO, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Cabaletta Bio, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Sponsored Research Agreement (“Agreement”) is dated as of April 23, 2018 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, [****], and Tycho Therapeutics, Inc., a Delaware corporation (“Sponsor”), having a place of business at 501 Northwick Lane, Villanova, PA 19085. Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties”.
MASTER TRANSLATIONAL RESEARCH SERVICES AGREEMENTMaster Translational Research Services Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Master Translational Research Services Agreement (“Agreement”) is dated as of the date of last signature below (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“PENN”), with offices located at Clinical Trial Contracting Unity, 322 Anatomy-Chemistry Building, 3620 Hamilton Walk, Philadelphia, PA 19104-6061, as owner and operator of the following PENN organizations (collectively, the “PENN Organizations”): [****], the Clinical Cell and Vaccine Production Facility (“CVPF”), the Center for Advanced Retinal and Ocular Therapeutics (“CAROT”), [****], and Cabaletta Bio, Inc. (“Cabaletta Bio”), having a place of business at 501 Northwick Lane, Villanova, PA, 19085. PENN and Cabaletta Bio may be referred to herein as a “Party” or, collectively, as “Parties”.
LEASELease Term • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
CAROT MASTER SERVICES ADDENDUMCabaletta Bio, Inc. • September 30th, 2019 • Biological products, (no disgnostic substances)
This CAROT Master Services Addendum (“CAROT Addendum”) shall be effective as of the last day of signature below (“Addendum Effective Date”) and is subject to and incorporates the terms and conditions of the Master Translational Research Services Agreement dated as of October 19, 2018 (“Agreement”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“PENN”), with offices located at The Clinical Trial Contracting Unit, Office of Clinical Research, Perelman School of Medicine, 322 Anatomy-Chemistry Building, 3620 Hamilton Walk, Philadelphia, PA 19104-6061, and Cabaletta Bio, Inc. (“Cabaletta Bio”), having a place of business at 501 Northwick Lane, Villanova, PA 19085. PENN enters into this CAROT Addendum on behalf of CAROT. To the extent the rights and obligations attach to the CAROT hereunder, such rights and obligations shall be deemed to attach to PENN. PENN and Cabaletta Bio may be referred to herein as a “Party” or, collectively, as “P
RESEARCH AGREEMENT A19-3095Research Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • California
This Research Agreement (“Agreement”) is entered into this 31st day of October, 2018 (“Effective Date”), by and between Cabaletta Bio, Inc., a corporation with its place of business at 501 Northwick Lane, Villanova, PA 19085 (“Sponsor”) and The Regents of the University of California, a public educational institution, on behalf of its Davis campus (“University”), hereinafter the “Parties.”
AMENDED AND RESTATED LICENSE AGREEMENT DATED AS OF JULY 23, 2019 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA AND THE CHILDREN’S HOSPITAL OF PHILADELPHIA AND CABALETTA BIO, INC.License Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Amended and Restated License Agreement (this “Agreement”) is dated as of July 23, 2019 (the “Amendment Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), The Children’s Hospital of Philadelphia (“CHOP”) and Cabaletta Bio, Inc. (formerly known as Tycho Therapeutics, Inc.), a Delaware corporation (“Licensee”). Penn, CHOP and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • September 30th, 2019 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Consulting Agreement (“Amendment”) is made as of May 7, 2019 (“Effective Date”), by and between Cabaletta Bio, Inc. (formerly known as Tycho Therapeutics, Inc.), with a principal place of business being 2929 Arch Street, Suite 600, Philadelphia, PA 19104 (“Company”) and Danforth Advisors, LLC (“Consultant”), with a principal place of business being [****] (“Danforth”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Consulting Agreement by and between Danforth Advisors and the Company dated as of May 7, 2018 (“Agreement”).
