Invivyd, Inc.

Clive Meanwell, M.D., a former member on our Board, and Tamsin Berry, a current member on our Board, are Managing Partner and Limited Partner of PHP, respectively.

Master Services Agreement

On November 15, 2022 (the “PHP Effective Date”), we entered into a Master Services Agreement with PHP, pursuant to which PHP agreed to provide services and create deliverables for us as agreed between us and PHP and set forth in one or more work orders under such agreement (the “PHP MSA”). The PHP MSA was terminated effective July 2024. On the PHP Effective Date, we and PHP entered into the first work order under the PHP MSA (the “PHP Work Order”), pursuant to which PHP agreed to advise and counsel us regarding clinical development and regulatory matters with respect to our product candidates. The PHP Work Order was effective for six months from the PHP Effective Date and terminated in accordance with its terms in May 2023.

As compensation for the services and deliverables under the PHP Work Order, we paid PHP a cash fee of $0.5 million per month during the term of the PHP Work Order for an aggregate fee of $3.0 million (the “Aggregate Fee”).

From January 1, 2023 through December 31, 2024, we paid PHP the Aggregate Fee. As of December 31, 2024, no amounts were due to PHP by us.

Common Stock Warrant

In addition to the cash compensation described above, on the PHP Effective Date, we issued a warrant to purchase shares of our common stock to PHP (the “PHP Warrant”). The exercise price of the PHP Warrant is $3.48 per share of our common stock, which was equal to the Nasdaq official closing price (as defined in the PHP Warrant) of a share of our common stock on the trading day immediately prior to the PHP Effective Date. The PHP Warrant is exercisable for up to an aggregate of 6,824,712 shares of common stock, and vests in three separate tranches as follows:

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3,591,954 shares of common stock underlying the PHP Warrant vests if our market capitalization (as defined in the PHP Warrant) equals or exceeds $758,517,511 by November 15, 2028;

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1,795,977 shares of common stock underlying the PHP Warrant vests if our market capitalization equals or exceeds $1,137,776,266 by November 15, 2029; and

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1,436,781 shares of common stock underlying the PHP Warrant vests if our market capitalization equals or exceeds $1,517,035,022 by November 15, 2030.

The PHP Warrant is exercisable for ten years from the PHP Effective Date with respect to the vested portion(s) of the PHP Warrant. The PHP Warrant may be exercised by cash exercise or, at the election of PHP, by means of “cashless exercise” pursuant to a formula set forth in the PHP Warrant. We also granted PHP certain “piggyback” registration rights requiring us to register any shares of our common stock underlying the PHP Warrant for resale with the SEC, subject to our existing obligations under the amended and restated investors’ rights agreement, which registration rights PHP exercised in January 2024 (see “Investors’ Rights Agreement” below).

Notwithstanding the foregoing, PHP may not exercise any portion of the PHP Warrant to the extent that, after giving effect to such issuance, PHP would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the PHP Warrant (the “Beneficial Ownership Limitation”). PHP has the right to increase or decrease the Beneficial Ownership Limitation, provided that it in no event exceeds 19.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the PHP Warrant, upon not less than 61 days’ prior notice to us.

Upon the consummation of a fundamental transaction of the Company (as defined in the PHP Warrant) on or prior to November 15, 2028, all of the shares underlying the PHP Warrant would become immediately vested and exercisable; upon the consummation of a fundamental transaction of the Company after November 15, 2028 but on or prior to November 15, 2029, the shares underlying the second and third tranches of the PHP Warrant would become immediately vested and exercisable; and upon the consummation of a fundamental transaction of the Company after November 15, 2029 but on or prior to November 15, 2030, the shares underlying the third tranche of the PHP Warrant would become immediately vested and exercisable.