0001193125-25-056725 Sample Contracts
KALARIS THERAPEUTICS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 18th, 2025 • Kalaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
KALARIS THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 18th, 2025 • Kalaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).
LEASE between THE CONNELL COMPANY Landlord and KALARIS THERAPEUTICS, INC. Tenant 400 Connell DriveLease Agreement • March 18th, 2025 • Kalaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • New Jersey
THIS AGREEMENT OF LEASE (together with all Exhibits and Schedules attached or to be attached hereto, this “Lease”) is dated as of February 4, 2025 between THE CONNELL COMPANY, a New Jersey corporation, whose address is 300 Connell Drive, Berkeley Heights, New Jersey 07922 (subject to Section 10.04 hereof, “Landlord”) and KALARIS THERAPEUTICS, INC., Delaware corporation whose address is 628 Middlefield Road, Palo Alto, California 94301 (“Tenant”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATAMerger Agreement • March 18th, 2025 • Kalaris Therapeutics, Inc. • Biological products, (no disgnostic substances)
AlloVir, Inc., a Delaware corporation (“AlloVir”), and Kalaris Therapeutics, Inc., a Delaware corporation (“Legacy Kalaris”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) on November 7, 2024. The merger was completed at the effective time (the “Effective Time”) on March 18, 2025 (the “Closing). Pursuant to the Merger Agreement, among other matters, Aurora Merger Sub, Inc., a wholly owned subsidiary of AlloVir (“Merger Sub”), merged with and into Legacy Kalaris, with Legacy Kalaris surviving as a wholly-owned subsidiary of AlloVir (such transaction, the “Merger”). The Merger is intended to qualify for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Immediately following the Effective Time, AlloVir changed its name to Kalaris Therapeutics, Inc. AlloVir, together with its consolidated subsidiary, Legacy Kalaris, are referred to herein as the “Combined Company”.
BUSINESSMerger Agreement • March 18th, 2025 • Kalaris Therapeutics, Inc. • Biological products, (no disgnostic substances)
On March 18, 2025, AlloVir, Inc., a Delaware corporation and our predecessor company, consummated the previously announced merger (the “Merger”) pursuant to the terms of the Agreement and Plan of Merger, dated as of November 7, 2024 (the “Merger Agreement”), by and among AlloVir, Aurora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of AlloVir (“Merger Sub”) and Kalaris Tx, Inc. (formerly Kalaris Therapeutics, Inc.), a Delaware corporation (“Legacy Kalaris”). In connection with the completion of the Merger, we changed our name from “AlloVir, Inc.” to “Kalaris Therapeutics, Inc.,” and our business became primarily the business conducted by Legacy Kalaris. We are now a clinical stage biopharmaceutical company focused on developing and commercializing innovative therapeutics aimed at becoming the standard of care for prevalent retinal diseases for which there is a major unmet medical need. The Merger is intended to qualify for federal income tax purposes as a reorgan