CULLINAN MANAGEMENT, INC. FORM OF INDEMNIFICATION AGREEMENT (For Directors of a Delaware Corporation)Indemnification Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Cullinan Management, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Cullinan Management, 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 Equity Documents (as defined below) and subject to Section 10 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 Employment Agreement between the Executive and the Company dated (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
CULLINAN MANAGEMENT, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Cullinan Management, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [Officer] (“Indemnitee”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of [date] by and among [Cullinan Asset Subsidiary], a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
VOTING AGREEMENTVoting Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of [date] (the “Effective Date”), by and among [Cullinan Asset Subsidiary], a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock,” together with any future series of preferred stock of the Company, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 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 7.1(b) or 7.2 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • New York
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Exclusive License Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances)
This Exclusive License Agreement (this “Agreement”) is made and is effective as of this 31st day of August, 2020 (the “Effective Date”) by and among Cullinan Florentine Corp., a Delaware corporation (“Licensee”) and having an address at 1 Main Street Suite 520, Cambridge, MA 02142, U.S.A., on the one hand, and Deutsches Krebsforschungszentrum or the German Cancer Research Center (“DKFZ”), Eberhard Karls University of Tuebingen, Faculty of Medicine (“University of Tübingen”), and Universitätsmedizin Gesellschaft für Forschung und Entwicklung mbH, Tübingen (“UFE”), on the other hand. DKFZ and University of Tübingen are collectively referred to herein as “Licensor.” Each of DKFZ, University of Tübingen, UFE and Cullinan are individually referred to herein as a “Party,” and they are collectively referred to herein as the “Parties”.
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Patent License Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
This Agreement, effective as of December 20, 2019 (the “Effective Date”), is between the Massachusetts Institute of Technology (“MIT”), a Massachusetts non-profit corporation and educational institution, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Cullinan Amber Corp. (“Company”), a Delaware corporation, with a principal place of business at One Main Street, Cambridge, MA 02142.
CONSULTING AGREEMENTConsulting Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made as of January 1, 2019 is entered into by Cullinan Management, Inc. a Delaware corporation (the “Company”), and Patrick Baeuerle (the “Consultant”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CULLINAN ONCOLOGY, LLC A Delaware Limited Liability Company Dated as of December 16, 2020Limited Liability Company Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
This Third Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Cullinan Oncology, LLC, a Delaware limited liability company (the “Company”), is made as of December 16, 2020, by and among the Persons identified as the Members on Schedule A attached hereto (each a “Member” and, collectively, the “Members”), and such other Persons who may, or have, become Members from time to time under the terms of this Agreement. Certain capitalized terms used in this Agreement are defined in Section 12.02 below.
CONSULTING AGREEMENTConsulting Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made as of April 1, 2020 is entered into by Cullinan Management, Inc. a Delaware corporation (the “Company”), and Globeways Holdings Limited, a British Virgin Islands corporation (the “Consultant”).
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Collaboration Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
THIS COLLABORATION AGREEMENT (the “Agreement”) is made effective as of November 28, 2018 (the “Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Cullinan Management, Inc., a Delaware Corporation having an address at 1 Main Street, Suite 520 Cambridge, MA 02142 (“Cullinan”).
SUBLEASE AGREEMENT for One Main Street, Suite 510, Cambridge, Massachusetts 02142 by and between TEVA PHARMACEUTICALS USA, INC. (as Sublandlord) and CULLINAN MANAGEMENT, INC., (as Subtenant) Dated: As of December 14, 2017Sublease Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
THIS SUBLEASE (the “Sublease”) is made effective as of the 14 day of December, 2017, between TEVA PHARMACEUTICALS USA, INC., a Delaware corporation (herein referred to as “Sublandlord”) with an address at 1090 Horsham Road, P.O. Box 1090, North Wales, PA 19454-1090, and CULLINAN MANAGEMENT, INC., a Delaware corporation (herein referred to as “Subtenant”) with an address of 450 Kendall Street, Cambridge, MA 02142.
SERVICES AGREEMENTServices Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
THIS SERVICES AGREEMENT (the “Agreement”) is effective as of [date], by and between [Cullinan Asset Subsidiary], a Delaware corporation (“Technology Company”), and Cullinan Management, Inc., a Delaware corporation (“Service Company”).
ROYALTY TRANSFER AGREEMENTRoyalty Transfer Agreement • December 18th, 2020 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
This Royalty Transfer Agreement (the “Agreement”) is made and entered into on [date] (the “Effective Date”), by and between [Cullinan Asset Subsidiary], a Delaware corporation (the “Company”), MPM Oncology Charitable Foundation, Inc., a Massachusetts charitable foundation (the “MPM Charitable Foundation”) and the UBS Optimus Foundation, a Swiss charitable foundation (“Optimus,” and together with the MPM Charitable Foundation, each a “Charitable Foundation” and together the “Charitable Foundations”).
