Browse EX-10 agreements

LEASE AND LEASE AGREEMENT

Between

CARNEGIE 506 ASSOCIATES

The Landlord

And

KARDIGAN BIO

The Tenant

For Leased Premises In

506 Carnegie Center

Princeton, New Jersey

February 18, 2025

Prepared by:

[***]

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TABLE OF CONTENTS

				Page
1.		Definitions			1
2.		Lease of the Leased Premises			1
3.		Rent			1
4.		Term			3
5.		Preparation of the Leased Premises			3
6.		Options			4
7.		Use and Occupancy			5
8.		Utilities, Services, Maintenance and Repairs			7
9.		Allocation of the Expense of Utilities, Services, Maintenance, Repairs and Taxes			9
10.		Computation and Payment of Allocated Expenses of Utilities, Services, Maintenance, Repairs, Taxes and Capital Expenditures			9
11.		Leasehold Improvements, Fixtures and Trade Fixtures			16

…

THE COVE

LEASE

This Lease (the “Lease”), dated as of the Effective Date set forth in Section 1 of the Summary of Basic Lease Information below (the “Summary”), is made by and between HCP OYSTER POINT III, LLC, a Delaware limited liability company (“Landlord”), and ENCARDA, INC., a Delaware corporation (“Tenant”). The Tenant originally named in the foregoing sentence may be referred to in this Lease as the “Original Tenant.”

SUMMARY OF BASIC LEASE INFORMATION

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,

MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS

THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

AGREEMENT AND PLAN OF MERGER

by and among

ENCARDA, INC.,

RSF MERGER SUB, INC.

RANCHO SANTA FE BIO, INC.

and

Shareholder Representative Services LLC, as the Representative

Dated as of March 11, 2024

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TABLE OF CONTENTS

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 24, 2025, by and among Kardigan, Inc., a Delaware corporation (“Kardigan”), Pullover Mergersub, Inc., a Delaware corporation, and a wholly-owned subsidiary of Kardigan (“MergerSub”), Prolaio, Inc., a Delaware corporation (“Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Securityholders (as defined herein) (the “Representative”).

RECITALS

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH PATENT

LICENSE AND KNOW-HOW AGREEMENT

This Patent License and Know How Agreement (“Agreement”) is by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“MAYO”), and Rancho Santa Fe Bio, Inc., a Delaware corporation (“COMPANY”), having a place of business at PO Box 2833, Rancho Santa Fe, CA 92067, each a “Party,” and collectively “Parties”.

WHEREAS, MAYO desires to make its intellectual and tangible property rights available for the development and commercialization of products, methods and processes for public use and benefit;

WHEREAS, COMPANY represents itself as being knowledgeable in developing and commercializing therapeutic technology; and

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,

MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS

THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

LICENSE AGREEMENT

between

SANOFI

and

RANCHO SANTA FE BIO, INC.

Dated as of June 2, 2021

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TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS					1
ARTICLE 2 GRANT OF RIGHTS					11
2.1		Grants to Licensee			11
2.2		Retention of Rights			11
2.3		Sublicenses			11
2.4		No Implied Rights			11
2.5		Disclosure of Licensed Know-How			11
2.6		Transferred Materials			12
2.7		Technical Assistance			12
2.8		Transferred US INDs			12
ARTICLE 3 DEVELOPMENT AND REGULATORY					12

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

LICENSE AGREEMENT

This License Agreement (this “Agreement”) is effective as of June 7, 2024 (the “Effective Date”), by and between Ionis Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 2855 Gazelle Court, Carlsbad, California 92010 (“Ionis”), and EnCarda, Inc., a Delaware corporation with principal place of business at 6929 Hayden Road, Scottsdale, Arizona 85250, United States (“EnCarda”). Ionis and EnCarda are each sometimes referred to herein as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Ionis owns or otherwise controls Licensed IP (as defined below) related to its proprietary investigational next-generation ligand-conjugated antisense oligonucleotide known as ION904, and has the exclusive right to grant an exclusive license under such Licensed IP;

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

LICENSE AGREEMENT

by and between

EnCarda, Inc.

and

Bristol-Myers Squibb Company

Dated as of November 4, 2024

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TABLE OF CONTENTS

				Page
ARTICLE 1 DEFINITIONS					1
ARTICLE 2 DEVELOPMENT AND REGULATORY					12
2.1		GENERAL			12
2.2		DILIGENCE			12
2.3		DEVELOPMENT PLAN; PERFORMANCE			13
2.4		DEVELOPMENT REPORTS			13
2.5		TECHNICAL ASSISTANCE			13
2.6		INVENTORY			14
2.7		RECORDS			14

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

LICENSE AGREEMENT

by and between

EnCarda, Inc.

and

MyoKardia, Inc.

Dated as of November 4, 2024

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TABLE OF CONTENTS

				Page
ARTICLE 1 DEFINITIONS					1
ARTICLE 2 DEVELOPMENT AND REGULATORY					13
2.1		GENERAL			13
2.2		DILIGENCE			13
2.3		DEVELOPMENT PLAN; PERFORMANCE			13
2.4		DEVELOPMENT REPORTS			13
2.5		TECHNICAL ASSISTANCE			14
2.6		INVENTORY			14
2.7		RECORDS			15

…

February 24, 2025

Jay Edelberg

Dear Jay,

As you may know, Kardigan, Inc., a Delaware corporation (the “Kardigan”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated February 24, 2025, by and among the Company, Pullover Mergersub, Inc., a Delaware corporation (“MergerSub”), Prolaio, Inc., a Delaware corporation (the “Company”), and certain other parties pursuant to which the Company shall become a wholly owned subsidiary of Kardigan. Capitalized terms not defined herein shall have the meanings ascribed in the Merger Agreement.

…

February 24, 2025

Tassos Gianakakos

Dear Tassos,

As you may know, Kardigan, Inc., a Delaware corporation (the “Kardigan”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated February 24, 2025, by and among the Company, Pullover Mergersub, Inc., a Delaware corporation (“MergerSub”), Prolaio, Inc., a Delaware corporation (the “Company”), and certain other parties pursuant to which the Company shall become a wholly owned subsidiary of Kardigan. Capitalized terms not defined herein shall have the meanings ascribed in the Merger Agreement.

…

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Kardigan, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Executive”) and is effective as of [DATE] (the “Effective Date”).

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein.

NOW, THEREFORE,in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment.

…