Shares Rhythm Pharmaceuticals, Inc. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
RHYTHM PHARMACEUTICALS, INC. Common Stock SALES AGREEMENTSales Agreement • March 2nd, 2023 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 25th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”), dated as of [ ], 2017, is by and between Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER](1) (“Indemnitee”).
5,000,000 Shares Rhythm Pharmaceuticals, Inc. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 5,000,000 shares of its common stock, $0.001 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 750,000 shares of its common stock, $0.001 par value per share (the “Additional Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, $0.001 par value per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to a
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • September 5th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made as of July 17, 2013 (the “Effective Date”) by and between RHYTHM METABOLIC, INC., a Delaware corporation with offices at 855 Boylston Street, 11th Floor, Boston, MA 02116, USA (“Rhythm”) and PEPTISYNTHA Inc., a US company incorporated under the laws of the state of Delaware with its registered office at 3333 Richmond Avenue, Houston Texas 77098, USA (“Manufacturer”).
LICENSE AGREEMENT BETWEEN IPSEN PHARMA SAS AND RHYTHM METABOLIC, INC.License Agreement • September 5th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is entered into on March 21, 2013 by and between, on the one hand, IPSEN PHARMA S.A.S., a French corporation, with its principal office at 65 Quai Georges Gorse, 92100 Boulogne-Billancourt, France, on behalf of itself and its Affiliates (collectively, “Ipsen”), and, on the other hand, RHYTHM METABOLIC, INC., a corporation organized under the laws of the State of Delaware, U.S.A., with its principal office at 855 Boylston Street, 11th Floor, Boston MA 02116, on behalf of itself and its Affiliates (collectively, “Licensee”), and is effective as of the Effective Date (as defined below).
Shares Rhythm Pharmaceuticals, Inc. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 18th, 2018 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of its common stock, $0.001 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional shares of its common stock, $0.001 par value per share (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, $0.001 par value per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the
REVENUE INTEREST FINANCING AGREEMENT by and among RHYTHM PHARMACEUTICALS, INC., as the Company, ENTITIES MANAGED BY HEALTHCARE ROYALTY MANAGEMENT, LLC, as the Investors, and HCR COLLATERAL MANAGEMENT, LLC, as the Investor Representative Dated June 16,...Revenue Interest Financing Agreement • August 3rd, 2022 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REVENUE INTEREST FINANCING AGREEMENT (this “Agreement”) dated as of June 16, 2022 (the “Effective Date”) is by and among RHYTHM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), the entities managed by HEALTHCARE ROYALTY MANAGEMENT, LLC listed on the signature pages hereto (the “Investors”), and HCR COLLATERAL MANAGEMENT, LLC, a Delaware limited liability company (the “Investor Representative”), solely in its capacity as agent for, and representative of, the Investors. Each of the Company and the Investors are referred to in this Agreement as a “Party” and collectively as the “Parties”.
August 3, 2023 Hunter Smith Dear Hunter:Rhythm Pharmaceuticals, Inc. • August 3rd, 2023 • Pharmaceutical preparations
On behalf of Rhythm Pharmaceuticals, Inc. (the “Company”), I am pleased to set forth below the updated terms of your employment with the Company. You and the Company previously were parties to the second amended and restated employment offer letter, dated December 21, 2017 (the “Prior Letter”). This letter agreement amends and supersedes the Prior Letter in its entirety.
LICENSE AGREEMENT BY AND BETWEEN CAMURUS AB AND RHYTHM PHARMACEUTICALS, INC.License Agreement • September 25th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • England
This License Agreement is made as off the Effective Date (hereinafter defined) between Camurus AB, a limited liability company organized and existing under the laws of Sweden and having its principal place of business at Ideon Science Park, Sölvegatan 41, SE-223 70 Lund, Sweden (“Camurus”) and Rhythm Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware and having its principal place of business at 855 Boylston Street, 11th Floor, Boston, MA 02116 USA (“Rhythm”) (each a “Party” and collectively, the “Parties”)
RHYTHM PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTAdoption Agreement • September 5th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 21st day of August, 2017, by and among (i) Rhythm Pharmaceuticals, Inc. (formerly known as Rhythm Metabolic, Inc.), a Delaware corporation (the “Company”), (ii) each of the persons listed on Schedule A hereto (the “Initial Investors”), and (iii) each person who hereafter becomes a party to this Agreement in accordance with Subsection 6.1 or Subsection 6.9 hereof.
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • September 5th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • England
THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made as of December 21, 2016 (the “Effective Date”) by and between RHYTHM PHARMACEUTICALS, INC., a Delaware corporation with offices at 500 Boylston Street, 11th Floor, Boston, MA 02116, USA (“Rhythm”) and RECIPHARM MONTS SAS, a French corporation with an office at 18 route de Montbazon, 37 260 Monts, France (“Manufacturer”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN Alexion Pharmaceuticals, Inc. AND Rhythm Pharmaceuticals, Inc. January 5, 2021 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 5th, 2021 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2021 (the “Effective Date”), by and between Alexion Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (“Buyer”), and Rhythm Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
RHYTHM PHARMACEUTICALS, INC. 2022 EMPLOYMENT INDUCEMENT PLAN Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 1st, 2022 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”), dated as of ______________, 20__ (the “Date of Grant”), is between Rhythm Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and ___________ (the “Participant”). Capitalized terms used in this Agreement without definition shall have the respective meaning ascribed to such capitalized terms in the Rhythm Pharmaceuticals, Inc. 2022 Employment Inducement Plan (as the same may be amended from time to time, the “Plan”).
AMENDED AND RESTATED PAYROLL SERVICES AGREEMENTPayroll Services Agreement • September 5th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED PAYROLL SERVICES AGREEMENT, dated as of March 21, 2013 (the “Agreement”), by and between RHYTHM METABOLIC, INC., a Delaware corporation (“Metabolic”) and RHYTHM PHARMACEUTICALS, INC., a Delaware corporation (“Pharmaceuticals”).
LEASE between 500 BOYLSTON & 222 BERKELEY OWNER (DE) LLC, as LANDLORD and RHYTHM PHARMACEUTICALS, INC., as TENANT Dated as of November 25, 2015Lease • September 5th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This “Basic Lease Information Sheet” is made a part of, and incorporated in, that certain leas dated by and between 500 Boylston & 222 Berkeley Owner (DE) LLC (as “Landlord”) and Rhythm Pharmaceuticals, Inc. (as “Tenant”).
RHYTHM PHARMACEUTICALS, INC. Performance Unit AgreementPerformance Unit Agreement • May 7th, 2024 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Performance Unit Agreement (this “Agreement”), dated as of [ ● ] (the “Date of Grant”), is between Rhythm Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and [ ● ] (the “Participant”). Capitalized terms used in this Agreement without definition shall have the respective meaning ascribed to such capitalized terms in the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”).
LICENSE AGREEMENT BY AND BETWEEN TAKEDA PHARMACEUTICAL COMPANY LIMITED AND RHYTHM PHARMACEUTICALS, INC.License Agreement • May 14th, 2018 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made effective as of March 30, 2018 (the “Effective Date”) by and between Takeda Pharmaceutical Company Limited, a corporation incorporated under the laws of Japan, having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“Takeda”) and Rhythm Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 500 Boylston Street, 11th Floor, Boston, MA 02116 (“Licensee”). Licensee and Takeda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INVESTMENT AGREEMENT dated as of April 1, 2024 by and among Rhythm Pharmaceuticals, Inc. and the Purchasers party hereto.Investment Agreement • April 1st, 2024 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This INVESTMENT AGREEMENT, dated as of April 1, 2024 (this “Agreement”), by and among Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser listed on Schedule 1 hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein are defined in Section 5.17 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
RHYTHM PHARMACEUTICALS, INC. CONSULTING AGREEMENTConsulting Agreement • September 5th, 2017 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of June 12, 2017 (“Effective Date”), by and between Rhythm Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Bart Henderson (the “Consultant”).
ContractRhythm Pharmaceuticals, Inc. • August 3rd, 2020 • Pharmaceutical preparations
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
TWO TWENTY-TWO BERKELEY STREET Boston, MA Third Amendment to Lease Rhythm Pharmaceuticals, Inc.Rhythm Pharmaceuticals, Inc. • May 7th, 2024 • Pharmaceutical preparations • Massachusetts
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of_________________ ____, 2024 (the “Effective Date”) by and between 500 BOYLSTON & 222 BERKELEY OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and RHYTHM PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
RHYTHM PHARMACEUTICALS, Inc. Common Stock AMENDMENT NO. 1 TO SALES AGREEMENTSales Agreement • February 29th, 2024 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Reference is made to the Sales Agreement, dated November 2, 2021 (the “Agreement”), by and between Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC (“Cowen”). The Company and Cowen (collectively, the “Parties”) wish to amend the Agreement, pursuant to Section 15 of the Agreement, to increase the aggregate offering price under the Agreement (this “Amendment”). The Parties therefore hereby agree as follows:
RHYTHM PHARMACEUTICALS, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT’ Rights Agreement • November 2nd, 2021 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1 to Amended and Restated Investors’ Rights Agreement (this “Amendment”) is entered into as of January 25, 2021, by and among Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned Investors (the “Amending Investors”) party to that certain Amended and Restated Investors’ Rights Agreement, dated as of August 21, 2017 (the “Investors’ Rights Agreement”), by and among the Company and the Investors named therein. Capitalized terms used and not defined herein shall have the respective meanings assigned to such terms in the Investors’ Rights Agreement.
CONSULTING AGREEMENTConsulting Agreement • March 1st, 2022 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (this “Agreement”) is entered effective as of this 11th day of September, 2021 (the “Effective Date”) between Rhythm Pharmaceuticals, Inc., a Delaware corporation located at 222 Berkeley Street, Suite 1200, Boston, MA 02116 (the “Company”), and Murray Stewart, D.M., F.R.C.P. (the “Consultant”), residing or having a principal place of business at ________________________________ (each, a “Party” and collectively, the “Parties”).
Separation Agreement and General ReleaseConsulting Agreement • January 8th, 2020 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This separation agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of the separation of Dr. Keith Gottesdiener (referred to throughout this Agreement as “you” or “your”) from his employment with Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Company”). You and the Company agree as follows:
ContractLease • August 9th, 2018 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Second Amendment to Lease (this “Second Amendment”) is made as of August 6, 2018 (the “Effective Date”) by and between 500 BOYLSTON & 222 BERKELEY OWNER (DE), a Delaware limited liability company, having an office at c/o Oxford Properties Group, 125 Summer Street, Boston, Massachusetts 02110 (“Landlord”), and RHYTHM PHARMACEUTICALS, INC., a Delaware corporation, having an office at 500 Boylston Street, 11th Floor, Boston, Massachusetts 02116 (“Tenant”).
Certain information marked as [***] has been excluded from this exhibit because it is bothServices Agreement • May 4th, 2020 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 1st, 2022 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) effective as of December 3, 2021 (the “Effective Date”), is entered into between Rhythm Pharmaceuticals Inc., a corporation organized under the laws of Delaware (“Rhythm”), with a place of business at 222 Berkeley Street, 12th Floor, Boston, MA, USA, and RareStone Group Ltd., a limited company registered in Grand Cayman (“RareStone”), with a place of business at with its registered office at PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106.
ContractRhythm Pharmaceuticals, Inc. • March 8th, 2019 • Pharmaceutical preparations • Massachusetts
THIS FIRST AMENDMENT TO LEASE (this "First Amendment'") is made as of April 15, 2016 (the "Effective Date'") by and between 500 BOYLSTON & 222 BERKELEY OWNER (DE) LLC, a Delaware limited liability company, having an office at c/o Oxford Properties Group, 125 Summer Street, Boston, Massachusetts 02110 ("Landlord" and RHYTHM PHARMACEUTICALS, INC., a Delaware corporation, having an office at 500 Boylston Street, l l a Floor, Boston, Massachusetts 02116 ("Tenant").
RHYTHM PHARMACEUTICALS, INC. CONSULTING AGREEMENTConsulting Agreement • January 8th, 2020 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of January 6, 2020, by and between Rhythm Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Keith Gottesdiener, M.D. (the “Consultant”). This Agreement will be effective on the date (the “Effective Date”) immediately following the Last Day of Employment (as such term is defined in that certain Separation Agreement, dated of even date herewith (the “Separation Agreement”), between the Company and the Consultant) if the Consultant continues to be an employee of the Company through the Last Day of the Transition Period (as such term is defined in the Separation Agreement); provided, however, that if the Consultant does not continue to be an employee of the Company through the Last Day of the Transition Period, then this Agreement shall not become effective, there shall be no Effective Date, the Term of this Agreement shall not commence and this Agreement shall automatically terminate and become null and void
Separation Agreement and ReleaseSeparation Agreement and Release • November 2nd, 2020 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Separation Agreement and Release (“Agreement”) is made by and between Nithya Desikan (“Executive”) and Rhythm Pharmaceuticals, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SHARE PURCHASE AGREEMENT BY AND AMONG RHYTHM PHARMACEUTICALS NETHERLANDS B.V., THE SELLERS LISTED ON THE SIGNATURE PAGE HERETO, XINVENTO B.V. AND THE SELLER REPRESENTATIVE IDENTIFIED HEREIN DATED AS OF FEBRUARY 24, 2023Share Purchase Agreement • March 1st, 2023 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of February 24, 2023 (the “Agreement Date”), by and among (a) Rhythm Pharmaceuticals Netherlands B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) having its corporate seat in Amsterdam, the Netherlands, and its address at Radarweg 29, 1043 NX Amsterdam, the Netherlands, registered with the trade register of the Dutch Chamber of Commerce under number 83439315 (“Buyer”), (b) Xinvento B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) having its corporate seat in Amsterdam, the Netherlands, and its address at Brouwersgracht 187 H, 1015 GJ Amsterdam, the Netherlands and registered with the trade register of the Dutch Chamber of Commerce under number 83632581 (the “Company”), (c) the existing shareholders of the Company listed on Schedule A hereto (each individually “Seller”, and collectively, “Sellers”), and (d) Thudaumot Hold
Rhythm Pharmaceuticals, Inc. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2019 • Rhythm Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
