INDEMNITY AGREEMENTIndemnity Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • Delaware
This Indemnity Agreement (this “Agreement”), dated as of ____________________ ____, 2021 is made by and between Sema4 Holdings Corp., a Delaware corporation (the “Company”), and _________________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2021, is made and entered into by and among CM Life Sciences, Inc., a Delaware corporation (the “Company”), CMLS Holdings LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed on the signature page hereto under “Existing Holders” (the “Existing Holders”), the undersigned parties listed on the signature page hereto as “New Holders” (the “New Holders” and, together with the Existing Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of July 22, 2021, by and between Mount Sinai Genomics, Inc. (the “Corporation”) and Anthony Prentice (the “Executive”) amends and restates the employment agreement entered into between the Corporation and the Executive, dated July 1, 2017, as amended September 12, 2019 (the “Prior Agreement”).
BioMe Biospecimen and Data Access AgreementBiospecimen and Data Access Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
This BioMe Biospecimen and Data Access Agreement (“Agreement”) is made by and between Icahn School of Medicine at Mount Sinai, a New York nonprofit education corporation, with a place of business at One Gustave L. Levy Place, New York, NY 10029 (“ISMMS”) and Mount Sinai Genomics, Inc., d/b/a Sema4, a Delaware corporation having a business address at 333 Ludlow St., South Tower, 3rd Floor, Stamford, CT 06902 (“Sema4”).
SUBLEASE AGREEMENTSublease Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • Connecticut
THIS LEASE, made and entered into on May 8, 2014 (together with all amendments and supplements hereto, this “Lease”), by and between BLT 333 LUDLOW LLC (“Landlord”), a Connecticut limited liability company with an office at I 00 Washington Boulevard, Suite 200, Stamford, CT 06902; and STARWOOD HOTELS & RESORTS WORLDWIDE, INC. (“Tenant”), a Maryland corporation with an office One StarPoint, Stamford, CT 06902. Landlord and Tenant are sometimes referred to collectively herein as “Parties”, and each individually as a “Party”.
MASTER SERVICES AGREEMENTMaster Services Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
This master services and collaboration agreement (this “Agreement”), effective as of the date of the last signature below (the “Effective Date”), is between Mount Sinai Genomics, Inc., d/b/a Sema4, a Delaware corporation having a principal business address at 1425 Madison Avenue, New York, NY 10029 (“Sema4”), and Icahn School of Medicine at Mount Sinai, a not-for-profit New York education corporation with a principal business address of One Gustave L. Levy Place, New York, NY 10029 (“ISMMS”). The parties hereto are also referenced herein individually as “Party” or jointly as the “Parties.”
MASTER SERVICES AGREEMENTMaster Services Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
This master services and collaboration agreement (this “Agreement”), effective as of April 2, 2018 (the “Effective Date”), is between Mount Sinai Genomics, Inc., d/b/a Sema4, a Delaware corporation having a principal business address at 1425 Madison Avenue, New York, NY 10029 (“Sema4”), Icahn School of Medicine at Mount Sinai, a not-for-profit New York education corporation with a principal business address of One Gustave L. Levy Place, New York, NY 10029 (“ISMMS”), The Mount Sinai Hospital (“MSH”), Beth Israel Medical Center (“BIMC”), St. Luke’s-Roosevelt Hospital Center (SLR”), and The New York Eye and Ear Infirmary (“NYEE”) (each a “Hospital” and collectively (the “Mount Sinai Hospitals”). ISMMS and the Mount Sinai Hospitals shall collectively be referred to as the “Mount Sinai Parties.” The parties hereto are also referenced herein individually as “Party” or jointly as the “Parties.” The Parties acknowledge and agree that ISMMS and each Hospital is separately incorporated, responsi
SUBLEASESublease • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • Connecticut
SUBLEASE (“Sublease”) dated as of the 23rd day of April 2019, between ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI having an office at 150 East 42nd Street, New York, New York 10017 (“Sublandlord”), and MOUNT SINAI GENOMICS, INC. (d/b/a SEMA4) having an office at 333 Ludlow Street, Stamford, Connecticut 06902 (“Subtenant”).
SUB-SUBLEASESub-Sublease • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
SUB-SUBLEASE (“Sub-Sublease”) dated as of the 6th day of June, 2017, between ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI, having an office at 150 East 42nd Street, New York, New York 10017 (“Sub-Sublandlord”), and MOUNT SINAI GENOMICS, INC. (d/b/a SEMA4), having an office at 1425 Madison Avenue, 3rd Floor, New York, NY 10029 (“Sub-Subtenant”).
NON-EXCLUSIVE PATENT LICENSE AGREEMENT between Mount Sinai Genomics, Inc. and Icahn School of Medicine at Mount SinaiNon-Exclusive Patent License Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
This Non-Exclusive Patent License Agreement (this “Agreement”) is by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, with a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”) and Mount Sinai Genomics, Inc., a Delaware corporation with a principal place of business at 1425 Madison Avenue, New York, NY 10029 (“MSGI”). This Agreement will become effective on June 1, 2017, (the “Effective Date”). Mount Sinai and MSGI are individually referred to herein as a “Party” and together as the “Parties”.
SUBLEASESublease • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
SUBLEASE (“Sublease”) dated as of the 1st day of June, 2017, between ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI having an office at 150 East 42nd Street, New York, New York 10017 (“Sublandlord”), and MOUNT SINAI GENOMICS, INC. (d/b/a SEMA4) having an office at 1425 Madison Avenue, 3rd Floor, New York, NY 10029 (“Subtenant”).
LEASE AGREEMENT Between MOUNT SINAI GENOMICS, INC. (Tenant) AndLease Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • Connecticut
PREMISES 3 TERM AND USE 3 RENT 3 TENANT’S REPAIRS 5 LANDLORD’S REPAIRS 5 INSURANCE AND INDEMNITY 6 CONDITION OF PREMISES 7 ALTERATIONS AND IMPROVEMENTS 7 ENVIRONMENTAL COMPLIANCE AND INDEMNIFICATIONS 8 SIGN 10 TENANT’S PROPERTY 10 UTILITIES AND FUEL 10 ASSIGNMENT AND SUBLETTING 10 DAMAGE OR DESTRUCTION 11 CONDEMNATION 11 DEFAULT 11 HOLDING OVER 12 SUBORDINATION 12 ENTITY EXISTENCE/AUTHORITY 13 NOTICES 13 SECURITY DEPOSIT 14 LANDLORD’S RULES AND REGULATIONS 14 LANDLORD’S RIGHT TO PERFORM TENANT’S COVENANTS 14 LIENS 14 WASTE 14 INSPECTION BY LANDLORD 14 SURRENDER OF PREMISES 15 ESTOPPEL CERTIFICATE 15 LIMITATION OF LIABILITY 15 RIGHTS OF LANDLORD; NON-WAIVER 15 BROKER 15 ENTIRE AGREEMENT; AMENDMENT 15 NOTICE OF LEASE 15 PREJUDGMENT REMEDY WAIVER 16 MISCELLANEOUS 16
DATA STRUCTURING AND CURATION AGREEMENTData Structuring and Curation Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
This Data Structuring and Curation Agreement (this “Agreement”), effective as of August 1, 2019 (the “Effective Date”), is between, on the one hand, Mount Sinai Genomics, Inc., d/b/a Sema4, a Delaware corporation having a business address at 333 Ludlow St., Stamford, CT 06902 (“Sema4”), and on the other hand, Icahn School of Medicine at Mount Sinai, a not-for-profit New York education corporation with a principal business address of One Gustave L. Levy Place, New York, NY 10029 (“ISMMS”), The Mount Sinai Hospital (“MSH”), Beth Israel Medical Center (“BIMC”), St. Luke’s-Roosevelt Hospital Center (SLR”), and The New York Eye and Ear Infirmary (“NYEE”) (each a “Hospital” and collectively (the “Mount Sinai Hospitals”), ISMMS and the Mount Sinai Hospitals shall collectively be referred to as the “Mount Sinai Parties;” each of Sema4 and the Mount Sinai Parties are also sometimes referred to herein individually as “Party” or jointly as the “Parties.”
