CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)
This Amendment (“Amendment No. 2”), effective as of March 27, 2020 (“Amendment No. 2 Effective Date”), is entered into by and between Beam Therapeutics, Inc., a corporation existing under the laws of the State of Delaware, having a place of business at 26 Landsdowne Street, Cambridge, Massachusetts 02139 (“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”). Each of Harvard and Licensee are a “Party” hereunder and collectively, the “Parties”.
Beam Therapeutics Inc. 2019 Equity Incentive Plan Restricted Stock Award AgreementRestricted Stock Award Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”), is made effective as of [ ], 2020 (the “Date of Grant”), by and between Beam Therapeutics Inc. (the “Company”) and [] (the “Participant”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Beam Therapeutics Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIAL. First Amendment to License AgreementLicense Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)
This First Amendment (“Amendment”), effective as of September 4, 2018, is entered into by and between Blink Therapeutics Inc., a corporation existing under the laws of the State of Delaware, having a place of business at 325 Vassar St., Suite 2A, Cambridge, Massachusetts 02139 (“Licensee”), and the Broad Institute, Inc., a non-profit corporation existing under the laws of Massachusetts, having a place of business at 415 Main Street, Cambridge, MA 02142 (“Broad”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIAL.Certain • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts
As you are aware, (i) Beam Therapeutics Inc. (“Beam”) and President and Fellows of Harvard College (“Harvard”) are parties to the License Agreement dated as of June 27, 2017 and amended by Amendment No. 1 to License Agreement dated as of December 12, 2017, and Amendment No. 2 to License Agreement dated as of March 27, 2020 (as may be further amended from time to time in accordance with its terms, the “Beam-Harvard Agreement”), and (ii) a wholly-owned subsidiary of Beam and The Broad Institute, Inc. (“Broad”, together with Harvard, the “Institutions”) are parties to the License Agreement dated as of May 9, 2018 and amended under the First Amendment to License Agreement between such Beam subsidiary and Broad effective as of September 4, 2018, as may be further amended from time to time in accordance with its terms (the “Beam-Broad Agreement” and, collectively with the Beam-Harvard Agreement, the “Beam-Institution Agreements”), and (iii) Beam, Editas Medicine, Inc. (“Editas”), Harvard and
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 TO LICENSE AGREEMENT Harvard...License Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to License Agreement (this “Amendment No. 1”) is entered into as of December 12, 2017 (the “Amendment No. 1 Effective Date”), by and between Beam Therapeutics Inc., a corporation existing under the laws of the State of Delaware, having a place of business at c/o Mass Innovation Labs, 675 W Kendall St., 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 727E, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”). Capitalized terms used but not defined herein shall have the same meanings ascribed to such terms in the Agreement, as such term is defined in the Recitals.
Beam Therapeutics Inc. 2019 Equity Incentive Plan Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences an award (this “Award”) of restricted stock units granted by Beam Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Beam Therapeutics Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIALAgreement and Plan of Merger • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger (this “Agreement”) dated as of February 22, 2021, is made by and among Beam Therapeutics Inc., a Delaware corporation (“Buyer”), Galileo Merger Sub I, Inc., a Delaware corporation, and a wholly-owned direct subsidiary of Buyer (“Merger Sub”), Galileo Merger Sub II, LLC, a Delaware limited liability company, and a wholly-owned direct subsidiary of Buyer (“Merger Sub II”), Guide Therapeutics, Inc., a Delaware corporation (the “Company”), each Company Holder (as defined below) signatory hereto (solely for purposes of Section 2.12), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholders’ Representative.
