bioinnovationlabsllc_ser






  Services Agreement       Page 1 of 9      Name of Licensee organization’s legal entity:    _________________________________________________      Mailing Address  __________________________________________________    __________________________________________________    Email Address ______________________________________    Licensee federal tax ID#______________________________  (if left blank, agreement becomes a personal obligation of  signer)      Signature: _________________________________________    Name of authorized signer: ___________________________    Title: _____________________________________________          BioInnovation Labs LLC    Signature: ________________________________________    Officer’s name: ____________________________________    Title: _____________________________________________         People Coordinator 6th F New York, NY, 10014 180 Varick Street 833496958 COMPASS Pathways Inc mark.thompson@compasspathways.com Mark Thompson Glennis Mehra (Jan 31, 2022 15:07 EST) Glennis Mehra Director 





 






      Page 2 of 9    Exhibit A    License Fees/Space      Premises:  180 Varick Street, New York NY 10014      Licensed Space:    Number of Users (a): _____7 Users______    Number of Benches (b):_____N/A_______    Number of Assigned Desk (c):_____N/A______    Number of Private Offices (d): ____Office 651 (2 Desks) & Office 635 (4 Desks)____    First Date of Move-in: __ January 1, 2022____  *In no event shall the Licensed Space exceed 20 benches and 20 desks.  When Licensed Space reaches 15 benches or 15 desks the Licensee agrees to exit the Licensed Space in a tiered  approach by reducing Licensed Space over the course of 3 months.     Monthly License Fees:    The fee for the laboratory use, which may change with 60 days notice, described in this Agreement shall be:     (a) a per-user fee of $ 400.00 per month per person  (b) a per-bench fee of $3,600.00 per month per bench  (c) an assigned desk fee of $200.00 per month per desk  (d) an InSilico desk fee of $400.00 per month per desk  (e) a private office fee starting at $800.00 per month per desk plus an additonal room premium  (f) a private lab fee starting at $3,600.00 per month per bench plus an additonal lab premium      Fees do not include consumables and other laboratory supplies which will be charged separately as outlined in Section  7.  A refundable service retainer equal to one time the recurring monthly fee will be required.    Decommission Fees:    A one-time decommissioning fee of $500.00 will be charged to cover decommissioning and cleanup costs and is due  upon signing.     First Invoice Opening Charges:    QUANTITY DESCRIPTION UNIT PRICE TOTAL  7 User Fee 400.00 $2,800   2 Private Office Desk—Rm. 651 800.00 $1,600  1 Private Office Premium—Rm. 651 400.00 $400   4 Private Office Desk—Rm. 635 800.00 $3,200  1 Private Office Premium—Rm. 635 1,000.00 $1,000     TOTAL DUE BY 1/15/2022                                           __$9,000__                  





 






      Page 3 of 9      Exhibit B    Automatic Debit Authorization Form (ACH Authorization Form)    Legal Company Name:  DBA:  Street Address:  City: State: Zip Code:  Phone: Fax: Effective Date:  Bank Name:  Bank Street Address:  City: State: Zip Code:  Bank Contact Name: Bank Phone:  Transit/ABA or Routing #: Account #:    I (we) hereby authorize BioInnovation Labs LLC (“BioLabs), or its designated affiliates, to initiate debit/credit entries to my (our)  account indicated above in the amounts equal to each invoice, and I authorize the depository financial institution named above  to process said entries.  I (we) understand that invoice amounts are variable with each payment period.  I waive my right to  receive written notice of varying amounts and elect instead to be notified one day prior to each pay date of the exact amount of  the invoice for that payment period.  I agree that the effective date of each debit will be the same as the pay date for that period  and that if the above-named bank rejects or declines to pay for any reason a debit initiated under this agreement, the full  amount of the invoice will be due immediately in certified funds.  This authority is to remain in full force and effect until Biolabs has received written notification from me of its termination in such  manner as to afford BioLabs, and its own financial institution a reasonable opportunity to act on it.  Authorized Signature: Date:  Name and Title:                                                                                                                (must be signer on the account)    Please attach a voided check for the bank account allocated for ACH debit payments.    BIOLABS USE ONLY    Date Received:        Received by:            Date Processed:        Processed by:               





 






      Page 4 of 9    Exhibit C-1    Insurance –180 Varick Street    With respect to the spaces it makes use of from time to time within BioLabs’s premises, Licensee agrees to maintain  at its own cost during the term hereof insurance coverage for:   (a)  Comprehensive General Liability Insurance (CGL) against all claims and demands for bodily injury,  personal injury and property damage arising out of Licensee’s operations (including, without limitation by  any of its agents, servants, employees, invitees, consultants, contractors, subcontractors, sub-licensees  and/or sub-sublicensees), assumed liabilities or use of the Premises and Other Premises (including,  without limitation, any Common Facilities, Campus Amenities or Licensed Space).  Such insurance shall  be in amounts no less than:   Bodily Injury and Property Damage Liability: $1,000,000 each occurrence and $2,000,000 annual  aggregate     Personal Injury Liability:  $1,000,000 each occurrence and $2,000,000 annual aggregate and 0%  insured participation.   (b) fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount  equal to one hundred percent (100%) of the replacement cost insuring all of Licensee's furniture, equipment, fixtures  and property of every kind, nature and description which may be in or upon the Building.   Such policy(ies) shall also include contractual liability coverage covering such Licensee’s liability assumed  under its agreement with BioLabs and under any written agreement between such Licensee and either of the  Landlords, including without limitation such Licensee’s indemnification obligations hereunder or thereunder.    Such insurance policy(ies) shall name New York University, a New York education corporation, and 180 Varick LLC  (the “Landlords”), BioLabs, any managing agent of the Landlords or BioLabs, and persons claiming by,  through or under any of them, if any, as additional insureds. All such CGL shall be on an occurrence basis.  Licensee shall provide BioLabs with all endorsements and an ACORD 25-S or ACORD-28 certificate evidencing  coverage for such parties as additional insureds, prior to the date Licensee takes possession of its assigned licensed  premises.  Such CGL certificates and endorsements must spell out the names of the additional insureds precisely as  shown above. To the extent required by applicable state law, the Licensee also shall carry Worker’s Compensation  Insurance.  The insurance required under this Section must be placed with insurers authorized to do business in the  state in which the Premises are located, with a rating of not less than “A-VIII” in the current Best’s Insurance Reports.   All policies required under this Section shall be written as primary policies and not contributing to or in excess of any  coverage either BioLabs or the Landlords may otherwise maintain.  All insurance herein required shall be deemed  an obligation of Licensee, not a discharge or limitation of Licensee’s obligation to indemnify BioLabs or the Landlords.   If BioLabs provides the name of a particular broker or insurer to the Licensee, Licensee agrees that Licensee is itself  nevertheless the sole party responsible for ensuring that such coverage meets these requirements.   Names and addresses of Additional Insureds:   NYCEDC and the City if New York are additional insured per terms outlined which include a blanket  automatic additional insured provision that confers additional insured status to the certificate holder only if  there is a written contract between the named insured and the certificate holder that requires the named  insured to name the certificate holder as an additional insured. In the absence of such a contractual  obligation on the part of the named insured, the certificate holder is not an additional insured under the  policy. Regarding Project Number 6709001.    The Additional Insured Endorsement should include the following names and NOT be limited to “when required by  written contract” unless a contract or PO includes this list:    The Certificate Holder Is:    New York City Economic Development Corporation  110 William Street  6th Floor  New York NY 10038    





 






      Page 5 of 9      NOTICE TO LICENSEE:  IN ACCORDANCE WITH THE TERMS OF THIS LEASE, LICENSEE MUST  PROVIDE EVIDENCE OF THE REQUIRED INSURANCE TO LANDLORD’S MANAGEMENT AGENT  PRIOR TO BEING AFFORDED ACCESS TO THE PREMISES.       





 






      Page 6 of 9    Exhibit D    Overview of Included Services      Office Rental Space BioLabs offering includes flexible, expandable office and wet laboratory space configured for  use by growing companies. We provide access control using mechanical keys, electronic card keys and recorded  video. All normal office utilities and services, such as electricity, office-hours HVAC, trash pickup, etc. are included.  Access is provided on 24x7 basis. Although HVAC is on in the office areas Monday – Friday and Saturdays 9 am –  3pm. AC is available 24x7 in the laboratory areas.    Office Furniture Each individual is provided with a complete workstation, including a desk, adjustable office chair  and locking file storage space.    Internet Each employee is provided with a high-speed Internet connection for office use. BioLabs holds its own IP  address block and maintains high-speed connections (an optical fiber loop) to the Internet. Internet connections for  non-office use (e.g. web servers) are not permitted without written permission.    Copier, Printer & Fax Your service includes unmetered use of black and white and color printers, and commercial- grade copiers..    Conference Rooms Your service includes unmetered use of well-appointed conference rooms available with data  projectors as well as unmetered use of digital Polycom audio and video conferencing equipment. Conference rooms  are booked via a web page. Dedicated conference rooms for companies requiring frequent all-day meetings or  intensive use for training or other purposes are available at a separate charge.    Kitchen Services BioLabs has a fully stocked kitchen and food and drink are included in your rent. BIOLABS stocks  yogurts, fruits, soft drinks, ice cream sandwiches, and other snacks and cold beverages. BIOLABS also stocks a full  selection of gourmet coffees and a high-end by-the-cup coffee brewing system. Fair consumption is on the honor  system.    Reception and Facilities Management Services BioLabs takes care of janitorial services, front desk reception,  routing of mail, packages and faxes, access control and management of the facility.    Environmental Health and Safety BioLabs provides permitting and EHS support. All laboratory users must attend  safety training and go through the EHS orientation in order to utilize the laboratory spaces. We also manage your  waste removal and chemical storage.    Lab Equipment Your service includes unmetered used of basic laboratory equipment, freezer and refrigerator  storage and access to fully-equipped Tissue Culture Rooms. Some equipment is shared and you must adhere to  safety requirements on the equipment at all times. In order to access the equipment, the user must be authorized and  must have had the appropriate training.    Purchasing BioLabs manages the entire procurement process and each member must purchase through our  centralized purchasing system. This allow you to benefit from our vendor discounts and manages the intake and  removal of hazardous materials.    Signage Members are not permitted to hang any signs or wall coverings without the written consent of BioLabs.  BioLabs will provide directory signage in the lobby area that will help guests and visitors identify that member  company is located within the space.    House Rules Members are asked to abide to House Rules and Code of Conduct as set forth by BioLabs                          





 






      Page 7 of 9    Exhibit E    BioLabs House Rules    • Members must abide by our rules, which we may amend in our reasonable discretion. We will notify Members  of any amendments.  • Be courteous and show respect to both members and visitors.    • Be considerate when using the co-working area ensuring not to take up more than one open desk per person.  • When speaking on the phone, please adjust the volume of your voice. If your phone call might disrupt other  people using the coworking space, please make your phone call in one of the conference rooms / phone  booth.  • We suggest you put your cell phone on vibrate mode to prevent disturbing others.  • Pets are not allowed.   For their safety, unless during an authorized family friendly event, Children may visit  outside of normal business hours.  • All guests must be registered before entering the Premises.  • Members’ electronic devices must contain the current latest software updates and kept clean of malware,  viruses or anything designed to perform malicious operations. BioLabs may remove any device from our  networks that pose a threat to our networks or users.  • Any activity likely to be disruptive or dangerous, illegal or generally regarded as offensive is prohibited.  • Members may not take, copy or use any information or intellectual property belonging to BioLabs or other  Member Companies or their Members or guests.  • Office Space may not be used in a “retail,” “medical,” or other nature involving frequent visitors.  • You must not directly or indirectly take, copy or use any information or intellectual property belonging to other  members or member companies or any of their guests, including without limitation personal names,  likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other  intellectual property, or modified or altered versions of the same.  • We do not control and are not responsible for the actions of other members or any other third parties.  If a  dispute arises between members or their guests, we shall have no responsibility or obligation to participate,  mediate or indemnify any party.  • Keys and key cards provided by BioLabs remain our property and must not be copied or shared. Members  are responsible for replacement fees if they are lost, stolen or destroyed. Locks must not be installed unless  authorized in advance by BioLabs.  • To host Member events at the Premises, BioLabs needs fully completed required paperwork and reasonable  prior notice.  • Alterations and/or installations to the Office Space require BioLabs approval. Members are responsible for the  removal of such items, as well as installation and removal costs. Approved alterations, installations, and  removals must be coordinated the Community Manager at the Premises.  • In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging  or dangerous to us, our employees or agents, other members, any guests or any other third parties or property.  • Member Companies must ensure that no alcohol is consumed by Members who are younger than the legal  age for consuming alcohol in the applicable jurisdiction.  • Members are responsible to successfully completing EHS courses before being given access to the lab.      





 






      Page 8 of 9    Exhibit F    BioLabs Commitment to Safety    Our Mission and How We Work  Our mission is to help create the next generation of powerhouse biotech companies by providing entrepreneurs  and innovative life-sciences startups with the space and resources they need to test out, challenge, and nurture  early ideas. Our aim is to foster a collaborative atmosphere with and amongst all of our residents. We strive to  be “green” by minimizing the impact of our operations on the environment, and endeavor to operate as a good  community citizen.    Our Commitment to Environmental Health and   Safety  BioLabs is committed to creating and maintaining a safe and healthy environment for all who work in or visit  our facility. Accordingly, we worked to design a robust EHS program, suitable for the varied needs of all  resident companies. Integral to our EHS commitment, we:  • Provide fully permitted laboratory space  • Provide equipment designed with suitable engineering controls for the safe performance of laboratory  work, and work to maintain it to manufacturers’ specifications  • Provide personal protective equipment that is required in our laboratory facilities, necessary for the  safety of scientific personnel or visitors    Resident Responsibilities  In order to achieve our safety commitment, BioLabs expects all residents to conduct their operations in  accordance with the established EHS policies and procedures. As a condition of residency, you must:  • Be familiar with and adhere to all BioLabs EHS policies and procedures  • Conduct your work safely at all times; consider its impact on both people and the environment  • Don’t wait: see something, say something! Report any environmental, health or safety incident that  occurs in your area immediately  • Attend all required EHS trainings for your operations  • Seek advice and counsel before conducting work with materials, agents, or processes with  uncharacterized EHS implications  • Use the engineering controls provided for all work that may produce exposures to personnel or  other residents  • Work with the BioLabs staff to maintain the EHS program; and help us as we work to constantly improve  it  • Do your part in creating and maintaining a safe and compliant BioLabs operation and culture – we’re  all in this together!  





 






    Page 9 of 9    Exhibit G  Temporary Access Addendum    This Temporary Access Addendum (the “Addendum”), dated ________ (the “Addendum Effective Date”), is an  addendum to that certain Services Agreement by and between BioInnovation Labs LLC (“BioLabs”) and  ____________ (“Client” or “Licensee”) dated ______ (the “Agreement”).  Capitalized terms used by not defined herein  shall have the meaning given to them in the Agreement.  The parties agree as follows:    1. Subject to the terms of the Agreement (including this Addendum), BioLabs will allow _______ (the “Additional  Employee”) access to lab bench within the Licensed Space on up to eight (8) days in each calendar month during the  Term.  For clarity, the Additional Employee is only granted access to use the lab bench assigned to Licensee.  2. Licensee shall pay BioLabs $100 for each day in which the Additional Employee accesses the Licensed  Space. Such payment is due within thirty (30) days after BioLabs invoice therefore.  3. All terms and conditions of the Agreement that apply to Licensee and its employees registered with BioLabs  also apply to the Additional Employee.  This includes, without limitation, the requirement that Additional Employee  attend safety training and go through the Environmental Health and Safety orientation prior to using the laboratory.  4. This Addendum is hereby incorporated into the Agreement.  This Addendum may be executed in any number  of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same  agreement.  Copies (whether photostatic, facsimile or otherwise) of this Addendum may be made and relied upon to  the same extent as an original.  WITNESS WHEREOF, the parties have caused this Addendum to be executed by their duly authorized representatives.    [LICENSEE NAME] BIOINNOVATION LABS LLC (“BioLabs”)  By:   By:    Title:   Title:    Date:   Date:            





 






Compass.BioLabs@NYULangone.UserAgreem ent.SpaceAmendment.220101 Final Audit Report 2022-01-31 Created: 2022-01-31 By: Biolabs NYULangone (biolabsny@gmail.com) Status: Signed Transaction ID: CBJCHBCAABAAbp0RJnrloqYHFpD5Cctapl9YCP1u0u1z "Compass.BioLabs@NYULangone.UserAgreement.SpaceAmen dment.220101" History Document digitally presigned by DocuSign\, Inc. (enterprisesupport@docusign.com) 2022-01-31 - 10:04:30 AM GMT- IP address: 38.122.224.154 Document created by Biolabs NYULangone (biolabsny@gmail.com) 2022-01-31 - 4:36:35 PM GMT- IP address: 38.122.224.154 Document emailed to Glennis Mehra (gmehra@biolabs.io) for signature 2022-01-31 - 4:36:54 PM GMT Email viewed by Glennis Mehra (gmehra@biolabs.io) 2022-01-31 - 6:29:17 PM GMT- IP address: 104.47.36.254 Document e-signed by Glennis Mehra (gmehra@biolabs.io) Signature Date: 2022-01-31 - 8:07:06 PM GMT - Time Source: server- IP address: 174.197.132.216 Agreement completed. 2022-01-31 - 8:07:06 PM GMT