Browse EX-10 agreements

Document

Exhibit 10.2

Revolving Credit Agreement

dated as of July 2, 2026

among

Sable Offshore Corp., as Borrower,

JPMorgan Chase Bank, N.A., as Administrative Agent,

and

The Lenders Party Hereto

as Lead Arranger and Bookrunner

---

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS

1

Section 1.01

Terms Defined Above

1

Section 1.02

Certain Defined Terms

1

Section 1.03

Types of Loans and Borrowings

44

Section 1.04

Terms Generally; Rules of Construction

44

Section 1.05

Accounting Terms and Determinations; GAAP

45

Section 1.06

Interest Rates; Benchmark Notifications

45

Section 1.07

Divisions

46

ARTICLE II THE CREDITS

46

Section 2.01

Commitments

46

Section 2.02

Loans and Borrowings

46

Section 2.03

Requests for Borrowings

47

Section 2.04

Interest Elections

48

Section 2.05

Funding of Borrowings

50

Section 2.06

Termination and Reduction of Aggregate Maximum Credit Amounts

50

Section 2.07

Borrowing Base

51

Section 2.08

Letters of Credit

54

Section 2.09

Defaulting Lenders

61

…

EXECUTION VERSION

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SCRIBE THERAPEUTICS INC. IF PUBLICLY DISCLOSED.

LICENSE AND COLLABORATION AGREEMENT

between

SCRIBE THERAPEUTICS INC.

and

PREVAIL THERAPEUTICS, INC.

Dated as of May 11, 2023

---

EXECUTION VERSION

TABLE OF CONTENTS

 

 

 

 

  

Page

 

ARTICLE 1 DEFINITIONS

  

 

1

 

ARTICLE 2 RESEARCH PROGRAM

  

 

19

 

2.1.

 

Overview

  

 

19

 

2.2.

 

Research Program Responsibilities

  

 

20

 

2.3.

 

Research Plans

  

 

20

 

2.4.

 

Preparation and Amendment of Research Plans

  

 

20

 

2.5.

 

Lead Molecule Selection

  

 

20

 

2.6.

 

Candidate Selection

  

 

21

 

2.7.

 

Novel Approaches to Licensed Products

  

 

21

 

2.8.

 

Funding

  

 

21

 

2.9.

 

Exchange of Materials; Research Program Records; Reporting

  

 

22

 

2.10.

 

Joint Steering Committee

  

 

23

 

2.11.

 

JSC Subcommittees

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SCRIBE THERAPEUTICS INC. IF PUBLICLY DISCLOSED.

NOTICE OF AWARD – PDEV Awards: Funding Opportunity for Preclinical Stage Projects California Institute for Regenerative Medicine

Issue Date: 5/31/2026

 

Award Number:

  

PDEV-19164

  

Project Period Start:

  

2026-04-01

Awardee Name:

  

Scribe Therapeutics

  

Project Period End (estimated):

  

2029-03-31

Principal Investigator:

  

Brett Staahl

  

Total Award Amount:

  

$12,714,480

Project Title:

  

A First-in-Class CIRSPR-CasX Gene Editing Therapy for Lowering Lp(a) to Prevent Cardiovascular Events

 

Authorized Organizational Official and Address:

  

Electronic Remittance Advice will be sent to:

Sunny Mok

SVP of Operations

1150 Marina Village Pkwy

Alameda, CA 94501

  

[*]

…

SCRIBE THERAPEUTICS INC.

May 8, 2023

David Parrot

 

 

Re:

EMPLOYMENT AGREEMENT

Dear David:

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Scribe Therapeutics Inc., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern the period of Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).

1. Duties and Scope of Employment.

…

SCRIBE THERAPEUTICS INC.

September 11, 2022

Svetlana Lucas

 

 

Re:

EMPLOYMENT AGREEMENT

Dear Svetlana:

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Scribe Therapeutics Inc., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern the period of Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).

1. Duties and Scope of Employment.

…

Execution Copy

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,

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

WOULD LIKELY CAUSE COMPETITIVE HARM TO SCRIBE THERAPEUTICS INC.

IF PUBLICLY DISCLOSED.

LICENSE AGREEMENT

This LICENSE AGREEMENT (this “Agreement”) is entered into as of June 19, 2023 (the “Effective Date”) by and between SCRIBE THERAPEUTICS INC., a Delaware corporation with an address at 1150 Marina Village Parkway, Alameda, CA 94501 (“Scribe”), and GENZYME CORPORATION, a Massachusetts corporation with an address at 450 Water Street, Cambridge, MA 02141 (“Sanofi”). Sanofi and Scribe are each hereafter referred to individually as a “Party” and together as the “Parties.”

WHEREAS, Scribe is a biotechnology company that has certain expertise and proprietary rights relating to a next-generation gene editing platform (CRISPR/CasXE);

…

SCRIBE THERAPEUTICS, INC.

SCIENTIFIC ADVISORY BOARD MEMBER AGREEMENT

This Scientific Advisory Board Member Agreement (this “Agreement”) is made and entered into as of October 27, 2021 (the “Effective Date”) by and between Scribe Therapeutics, Inc., a Delaware corporation having an address at 150 Marina Village Pkwy, Alameda, CA 94501 (the “Company”), and Jennifer Doudna (“Member”), an individual having an address at          .

WHEREAS, the Company desires to retain Member as an independent contractor and scientific advisor to perform certain advisory services for the Company; and

WHEREAS, Member is willing to perform such services, on terms set forth more fully below.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. SERVICES, CONSIDERATION AND NATURE OF SCIENTIFIC ADVISORY BOARD

…

SCRIBE THERAPEUTICS INC.

October 12, 2021

Benjamin Oakes

 

 

Re:

EMPLOYMENT AGREEMENT

Dear Ben:

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Scribe Therapeutics Inc., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern the period of Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).

1. Duties and Scope of Employment.

…

MARINA VILLAGE

LEASE

G&I IX MARINA VILLAGE OFFICE PARK LP,

a Delaware limited partnership

as Landlord,

and

SCRIBE THERAPEUTICS INC.,

a Delaware corporation

as Tenant

---

SUMMARY OF BASIC LEASE INFORMATION

This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.

 

TERMS OF LEASE

(References are to the Lease)

  

DESCRIPTION

1.  Date:

  

August 15, 2019

2.  Landlord:

  

G&I IX MARINA VILLAGE OFFICE PARK LP,

a Delaware limited partnership

3.  Address of Landlord (Section 24.19):

  

G&I IX Marina Village Office Park LP

c/o DRA Advisors LLC

220 East 42nd Street

27th Floor

New York, NY 10017

Attention: Asset Manager

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SCRIBE THERAPEUTICS INC. IF PUBLICLY DISCLOSED.

NOTICE OF AWARD – PDEV Awards: Funding Opportunity for Preclinical Stage Projects California Institute for Regenerative Medicine

Issue Date: 5/26/2026

 

Award Number:

  

PDEV-19150

  

Project Period Start:

  

2026-04-01

Awardee Name:

  

Scribe Therapeutics

  

Project Period End (estimated):

  

2029-09-30

Principal Investigator:

  

Brett Staahl

  

Total Award Amount:

  

$13,000,000

Project Title:

  

A first-in-class CRISPR-CasX gene editor silencing APOC3 transcription for the treatment of Severe Hypertriglyceridemia

 

Authorized Organizational Official and Address:

  

Electronic Remittance Advice will be sent to:

Sunny Mok

  

[*]

SVP of Operations

  

1150 Marina Village Pkwy

Alameda, CA 94501

…

Execution Copy

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SCRIBE THERAPEUTICS INC. IF PUBLICLY DISCLOSED.

Development and Option Agreement

by and between

ACUITAS THERAPEUTICS, INC.

and

SCRIBE THERAPEUTICS INC.

dated

November 7, 2022

---

TABLE OF CONTENTS

 

 

 

 

 

  

Page

 

Article 1 Definitions

  

 

1

 

Article 2 Governance

  

 

9

 

2.1

 

Management

  

 

9

 

2.2

 

Joint Development Committee

  

 

9

 

Article 3 The Program

  

 

10

 

3.1

 

Program Generally

  

 

10

 

3.2

 

FTEs

  

 

12

 

3.3

 

Program Records, Reports and Materials

  

 

13

 

3.4

 

Program Licenses

  

 

14

 

Article 4 Reserved Targets

  

 

16

 

4.1

 

Generally

  

 

16

 

4.2

 

Reserved Protein Target List, Restricted Protein Target List and Protein Target Notices

  

 

16

 

4.3

 

Expiration of Pre-Existing Restrictions

  

 

17

 

4.4

 

Fees

  

 

17

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SCRIBE THERAPEUTICS INC. IF PUBLICLY DISCLOSED.

UNIVERSITY OF CALIFORNIA, BERKELEY

OFFICE OF TECHNOLOGY LICENSING

 

 

 

AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT

BETWEEN

SCRIBE THERAPEUTICS INC.

AND

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

FOR

“RNA-GUIDED NUCLEIC ACID MODIFYING ENZYMES AND METHODS OF USE THEREOF (“CASX”)”

AND

“RNA-GUIDED NUCLEIC ACID MODIFYING ENZYMES AND METHODS OF USE THEREOF (“CASY”)

 

 

 

UC Case Nos.: BK-2017-016 & 2017-017,BK-2018-215 and BK-2019-011

---

Table of Contents

 

Article

 

 

  

Page

 

 

BACKGROUND

  

 

1

 

 

DEFINITIONS

  

 

3

 

 

GRANT

  

 

8

 

 

SUBLICENSES

  

 

9

 

 

LICENSE ISSUE FEE

  

 

12

 

 

ROYALTIES, MAINTENANCE FEES, MINIMUM ANNUAL ROYALTIES

  

 

15

 

 

DUE DILIGENCE

  

 

20

 

 

PROGRESS AND ROYALTY REPORTS

…