EX-10.19





 Exhibit 10.19 

CONSULTING AGREEMENT 
 This Consulting
Agreement (the “Agreement”) is made effective as of June 5, 2019 (the “Effective Date”), by and between Checkmate Pharmaceuticals Inc., a Delaware corporation, with its principal place of business being 101 Main St.; 14th Floor, Cambridge, MA 02142 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road,
Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.” 

WHEREAS, the Company possesses know-how and proprietary technology in the field of CpG
oligonucleotides that it is using to discover and develop immunotherapies designed to increase the efficacy of existing immunotherapies and to provide new treatment options for patients and their healthcare providers; and 

WHEREAS, Danforth has expertise in financial and corporate operations and strategy; and 

WHEREAS, Danforth desires to serve as an independent consultant for the purpose of providing the Company with certain strategic and financial
advice and support services, as more fully described in Exhibit A attached hereto, (the “Services”); and 
 WHEREAS, the
Company wishes to engage Danforth on the terms and conditions set forth herein. 
 NOW THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties agree and covenant as follows. 
  

	1.	 Services of Consultant. Danforth will assist the Company with matters relating to the Services. The
Services are more fully described in Exhibit A attached hereto. Danforth and the Company will review the Services on a monthly basis to prioritize and implement the tasks listed on Exhibit A. Danforth shall perform its duties and obligations under
this Agreement with the highest degree of professionalism. In Danforth’s professional capacity, Danforth believes that all employees assigned to perform work under this Agreement shall have a level of skill and experience commensurate with the
requirements of the task to which such employee is required to perform. 


  

	2.	 Compensation for Services. In full consideration of Danforth’s full, prompt and faithful
performance of the Services, the Company shall compensate Danforth a consulting fee more fully described in Exhibit A (the “Consulting Fee”). Danforth shall, from time to time, but not more frequently than twice per calendar month,
invoice the Company for Services rendered, and such invoice will be paid upon fifteen (15) days of receipt. Each month the Parties shall evaluate jointly the current fee structure and scope of Services. Danforth reserves the right to an
annual increase in consultant rates of up to 4%, effective January 1 of each year. Upon termination of this Agreement pursuant to Section 3, no compensation or benefits of any kind as described in this Section 2
shall be payable or issuable to Danforth after the effective date of such termination. In addition, the 















	 	
Company will reimburse Danforth for reasonable out-of-pocket business expenses, including but not limited to travel
and parking, incurred by Danforth in performing the Services hereunder, upon submission by Danforth of supporting documentation reasonably acceptable to the Company. Any such accrued expenses in any given three (3) month period that exceed one
thousand dollars ($1,000) shall be submitted to the Company for its prior written approval. 

 All Danforth invoices and
billing matters should be addressed to: 
  

					
	Company Accounts Payable Contact:	  	101 Main St., 14th Floor	  	
		  	Cambridge, MA 02142]	  	

 All Company payments and billing inquiries should be addressed to: 

 

					
	Danforth Accounting:	  	Danforth Advisors	  	
		  	PO Box 335	  	
		  	Southborough, MA 01772	  	

  

	3.	 Term and Termination. The term of this Agreement will commence on the Effective Date and will continue
through the anniversary of such date in the next calendar year (the “Term”). This Agreement may be extended for an additional period by mutual written agreement. This Agreement may be terminated by either Party hereto: (a) with
Cause (as defined below), upon thirty (30) days prior written notice to the other Party; or (b) without cause upon sixty (60) days prior written notice to the other Party. For purposes of this
Section 3, “Cause” shall include: (i) a breach of the terms of this Agreement which is not cured within thirty (30) days of written notice of such default or (ii) the commission of any act of
fraud, embezzlement or deliberate disregard of a rule or policy of the Company. 


  

	4.	 Time Commitment. Danforth will devote such time to perform the Services under this Agreement as may
reasonably be required. 


  

	5.	 Place of Performance. Danforth will perform the Services at such locations upon which the Company and
Danforth may mutually agree. Danforth will not, without the prior written consent of the Company, perform any of the Services at any facility or in any manner that might give anyone other than the Company any rights to or allow for disclosure of any
Confidential Information (as defined below). 


  

	6.	 Compliance with Policies and Guidelines. Danforth will perform the Services in accordance with all rules
or policies adopted by the Company that the Company discloses in writing to Danforth. 















	7.	 Confidential Information. Danforth acknowledges and agrees that during the course of performing the
Services, the Company may famish, disclose or make available to Danforth information, including, but not limited to, material, compilations, data, formulae, models, patent disclosures, procedures, processes, business plans, projections, protocols,
results of experimentation and testing, specifications, strategies and techniques, and all tangible and intangible embodiments thereof of any kind whatsoever (including, but not limited to, any apparatus, biological or chemical materials, animals,
cells, compositions, documents, drawings, machinery, patent applications, records and reports), which is owned or controlled by the Company and is marked or designated as confidential at the time of disclosure or is of a type that is customarily
considered to be confidential information (collectively the “Confidential Information”). Danforth acknowledges that the Confidential Information or any part thereof is the exclusive property of the Company and shall not be disclosed to any
third party without first obtaining the written consent of the Company. Danforth further agrees to take all practical steps to ensure that the Confidential Information, and any part thereof, shall not be disclosed or issued to its affiliates, agents
or employees, except on like terms of confidentiality. The above provisions of confidentiality shall apply for a period of five (5) years. 


  

	8.	 Intellectual Property. Danforth agrees that all ideas, inventions, discoveries, creations, manuscripts,
properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, and formulae that Danforth conceives, makes, develops or improves as a result of performing
the Services, whether or not reduced to practice and whether or not patentable, alone or in conjunction with any other party and whether or not at the request or upon the suggestion of the Company (all of the foregoing being hereinafter collectively
referred to as the “Inventions”), shall be the sole and exclusive property of the Company. Danforth hereby agrees in consideration of the Company’s agreement to engage Danforth and pay compensation for the Services rendered to the
Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged that Danforth shall not, without the prior written consent of the Company, directly or indirectly, consult for, or become an employee
of, any company which conducts business in the Field of Interest anywhere in the world. As used herein, the term “Field of Interest” shall mean the research, development, manufacture and/or sale of the products resulting from the
Company’s technology. The limitations on competition contained in this Section 8 shall continue during the time that Danforth performs any Services for the Company, and for a period of three (3) months following the termination
of any such Services that Danforth performs for the Company. If any part of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then this Section 8 is intended
to and shall extend only for such period of time, in such area and with respect to such activity as is determined to be reasonable. Except as expressly provided herein, nothing in this Agreement shall preclude Danforth from consulting for or being
employed by any other person or entity. 


  

	9.	 Non Solicitation. All personnel representing Danforth are employees or contracted agents of Danforth.
Accordingly, they are not retainable as employees or contractors by the Company and the Company hereby agrees not to solicit, hire or retain their services for so 















	 	
long as they are employees or contracted agents of Danforth and for two (2) years thereafter. Should the Company violate this restriction, it agrees to pay Danforth liquidated damages equal
to thirty percent (30%) of the employee’s starting annual base salary and target annual bonus for each Danforth contracted agent hired by the Company in violation of this Agreement, plus Danforth’s reasonable attorneys’ fees and costs
incurred in enforcing this agreement should the Company fail or refuse to pay the liquidated damages amount in full within thirty (30) days following its violation. 


 

	10.	 Placement Services. In the event that Danforth refers a potential employee to the Company and that
individual is hired, Danforth shall receive a fee equal to twenty percent (20%) of the employee’s starting annual base salary and target annual bonus. This fee is due and owing whether an individual is hired, directly or indirectly on a
permanent basis or on a contract or consulting basis by the Company, as a result of Danforth’s efforts within one (1) year of the date applicant(s) are submitted to the Company. Such payment is due within thirty (30) days of
the employee’s start date. 


  

	11.	 No Implied Warranty. Except for any express warranties stated herein, the Services are provided on an
“as is” basis, and the Company disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Services or any part thereof. Further, in performing the Services Danforth is not
engaged to disclose illegal acts, including fraud or defalcations, which may have taken place. The foregoing notwithstanding, Danforth will promptly notify the Company if Danforth becomes aware of any such illegal acts during the performance of the
Services. Because the Services do not constitute an examination in accordance with standards established by the American Institute of Certified Public Accountants (the “AICPA”), Danforth is precluded from expressing an opinion as to
whether financial statements provided by the Company are in conformity with generally accepted accounting principles or any other standards or guidelines promulgated by the AICPA, or whether the underlying financial and other data provide a
reasonable basis for the statements. 


  

	12.	 Indemnification. Each Party hereto agrees to indemnify and hold the other Party hereto, its directors,
officers, agents and employees harmless against any claim based upon circumstances alleged to be inconsistent with such representations and/or warranties contained in this Agreement. Further, the Company shall indemnify and hold harmless Danforth
and any of its subcontractors against any claims, losses, damages or liabilities (or actions in respect thereof) that arise out of or are based on the Services performed hereunder, except for any such claims, losses, damages or liabilities arising
out of the gross negligence or willful misconduct of Danforth or any of its subcontractors. The Company will endeavor to add Consultant and any applicable subcontractor to its insurance policies as additional insureds. 



 

	13.	 Independent Contractor. Danforth is not, nor shall Danforth be deemed to be at any time during the term
of this Agreement, an employee of the Company, and therefore Danforth shall not be entitled to any benefits provided by the Company to its employees, if applicable. Danforth’s status and relationship with the Company shall be that of an
independent contractor and consultant. Danforth shall not state or imply, directly or indirectly, that Danforth is empowered to bind the Company without the Company’s 















	 	
prior written consent. Nothing herein shall create, expressly or by implication, a partnership, joint venture or other association between the parties. Danforth will be solely responsible for
payment of all charges and taxes arising from his or her relationship to the Company as a consultant. 

  

	14.	 Records. Upon termination of Danforth’s relationship with the Company, Danforth shall deliver to
the Company any property or Confidential Information of the Company relating to the Services which may be in its possession including products, project plans, materials, memoranda, notes, records, reports, laboratory notebooks, or other documents or
photocopies and any such information stored using electronic medium. 


  

	15.	 Notices. Any notice under this Agreement shall be in writing (except in the case of verbal
communications, emails and teleconferences updating either Party as to the status of work hereunder) and shall be deemed delivered upon personal delivery, one day after being sent via a reputable nationwide overnight courier service or two days
after deposit in the mail or on the next business day following transmittal via facsimile. Notices under this Agreement shall be sent to the following representatives of the Parties: 



If to the Company: 
  

			
	Title:	  	General Counsel
	Address:	  	101 Main Street, 14th Floor, Cambridge, MA, 02142

 If to Danforth: 
  

			
	Title:	  	Managing Director
	Address:	  	91 Middle Road
		  	Southborough, MA 01772

  

	16.	 Assignment and Successors. This Agreement may not be assigned by a Party without the consent of the
other which consent shall not be unreasonably withheld, except that each Party may assign this Agreement and the rights, obligations and interests of such Party, in whole or in part, to any of its Affiliates, to any purchaser of all or substantially
all of its assets or to any successor corporation resulting from any merger or consolidation of such Party with or into such corporation. 


  

	17.	 Force Majeure. Neither Party shall be liable for failure of or delay in performing obligations set forth
in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes beyond the reasonable control of either Party. In the event of such force majeure, the Party affected
thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder. 















	18.	 Headings. The Section headings are intended for convenience of reference only and are not intended to be
a part of or to affect the meaning or interpretation of this Agreement. 


  

	19.	 Integration; Severability. This Agreement is the sole agreement with respect to the subject matter
hereof and shall supersede all other agreements and understandings between the Parties with respect to the same. If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed
unenforceable, it is the intention of the Parties that the remainder of the Agreement shall not be affected. 


  

	20.	 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, excluding choice of law principles. The Parties agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in a Federal or State court of competent jurisdiction
sitting in the Commonwealth of Massachusetts. 


  

	21.	 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original,
but all of which together will constitute one agreement. 


 If you are in agreement with the foregoing, please sign where indicated below,
whereupon this Agreement shall become effective as of the Effective Date. 
  

					
	DANFORTH ADVISORS, LLC	 		  	CHECKMATE PHARMACEUTICALS, INC.
			
	By:  /s/ Gregg
Beloff                                        
         	 		  	By:  /s/
Charles Abdalian                                      
  
			
	Print Name:  Gregg
Beloff                                        
	 		  	Print Name:  Charles Abdalian                             
 
			
	Title:  Managing
Director                                        
  	 		  	Title:  Chief Financial Officer                             
   
			
	Date:  June 6,
2019                                         
           	 		  	Date:  June 5, 2019                               
                  













 EXHIBIT A 

Description of Services and Schedule of Fees 

Danforth will perform mutually agreed to finance and accounting functions which are necessary to support the management and operations of the Company, certain
of which are set forth below. 
 Managing Director Services*; 
  

	 	•	 	 Participate in long-term strategic planning process 



 

	 	•	 	 Participate in financing activities, including additional capital raises (i.e. Series B) and/or debt and equity
restructurings 


  

	 	•	 	 Oversee the finance and accounting functions (if necessary) 



 

	 	•	 	 Board, Audit, Compensation, and Corporate Governance committee meeting preparation, support and attendance



  

	 	•	 	 Provide finance support for operational planning 



 

	 	•	 	 Assist with corporate and business development/licensing initiatives 



 

	 	•	 	 Perform financial modeling, planning and analysis a
Strategic opportunity assessment 


 VP of Finance Services: 

 

	 	•	 	 Review financial statements, and prepare reporting packages for investors, and the Board of Directors



  

	 	•	 	 Update and manage cap table 



 

	 	•	 	 Prepare for and manage financial statement audit (if necessary) 



 

	 	•	 	 Prepare detailed financial analyses, including forecasts, budgets, waterfall, etc. 



 

	 	•	 	 Analyze capital structure and cash/financing needs 



 

	 	•	 	 Account for and manage stock option grants, including oversight of the 409(a) valuation 



Note: Danforth provides a variety of other staffing needs and services (controller, accounting manager, financial planning and analysis etc.) which can be
included in a later amendment to this agreement or scope of work as agreed upon. Company has the right to review and approve any consultant prior to such consultant providing Consulting Services. 

Fees: 
  

			
	Managing Director: Jonathan Lieber	  	$400 / hour
	VP Finance: TBD	  	$235-$275/hour