3,750,000 SHARES ACCELERON PHARMA INC. COMMON STOCK ($0.001 PAR VALUE) UNDERWRITING AGREEMENT January 5, 2016Underwriting Agreement • January 11th, 2016 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York
Acceleron Pharma Inc. [·] Shares (1) Common Stock ($0.001 par value) Underwriting AgreementAcceleron Pharma Inc • January 21st, 2014 • Biological products, (no disgnostic substances) • New York
Citigroup Global Markets Inc. Leerink Partners LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
Acceleron Pharma Inc. 4,864,864 Shares1 Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • July 2nd, 2020 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York
Acceleron Pharma Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 4,864,864 shares of common stock, $0.001 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 729,729 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms used he
June 5, 2019 Adam M. Veness, Esq. Dear Adam:Letter Agreement • February 25th, 2021 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acceleron Pharma Inc. (the “Company”), as amended and restated as of the date set forth above.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2013, by and between Acceleron Pharma Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • November 4th, 2021 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This Amendment (“Amendment”), effective as of September 29, 2021, by and between Acceleron Pharma Inc., a Delaware corporation (“Acceleron”), and Kevin McLaughlin, SVP, Chief Financial Officer (the “Executive”), amends that certain Employment Agreement between Executive and Acceleron, dated as of February 13, 2014, as amended (“Agreement”). Together Acceleron and Executive are the “Parties” and each is a “Party”.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.License and Option Agreement • August 2nd, 2018 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York
This Collaboration, License and Option Agreement (this “Agreement”) dated the 2nd day of August, 2011 (the “Effective Date”) is by and between Acceleron Pharma, Inc., a Delaware corporation having its principal office at 128 Sidney Street, Cambridge, MA 02139 (“Acceleron”), and Celgene Corporation, a Delaware corporation having its principal office at 86 Morris Avenue, Summit, NJ 07901 (“Celgene”). Acceleron and Celgene may each be referred to herein individually as a “Party” and collectively as the “Parties.”
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 27th, 2020 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This agreement (the “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. COLLABORATION, LICENSE AND OPTION AGREEMENT by...Collaboration, License and Option Agreement • September 6th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York
This Collaboration, License and Option Agreement (this “Agreement”) dated the 20th day of February, 2008 (the “Execution Date”) is by and between Acceleron Pharma, Inc., a Delaware corporation having its principal office at 149 Sidney Street, Cambridge, MA 02139 (“Acceleron”), and Celgene Corporation, a Delaware corporation having its principal office at 86 Morris Avenue, Summit, NJ 07901 (“Celgene”). Acceleron and Celgene may each be referred to herein individually as a “Party” and collectively as the “Parties.”
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXCLUSIVE LICENSE AGREEMENT BETWEEN ACCELERON...Exclusive License Agreement • August 4th, 2016 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (“Agreement”) is made as of the date immediately above the signatures of the Parties below (“Effective Date”) between Beth Israel Deaconess Medical Center, a not-for-profit Massachusetts corporation, with a principal place of operation at 330 Brookline Avenue, Boston, Massachusetts 02215 (“BIDMC”), and Acceleron Pharma, Inc., a for-profit corporation, having a principal place of business at 128 Sidney Street, Cambridge, MA 02139 (“Licensee”), each referred to individually as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGER among MERCK SHARP & DOHME CORP. ASTROS MERGER SUB, INC. and ACCELERON PHARMA INC. Dated as of September 29, 2021Agreement and Plan of Merger • September 30th, 2021 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Delaware
At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes or series is required, a majority of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. A quorum once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 7, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender, SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“SVB”), and MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership, with an office located at 7255 Woodmont Avenue, Suite 200, Bethesda, Maryland 20814 (“MidCap”) (each a “Lender” and collectively, the “Lenders”), and ACCELERON PHARMA INC., a Delaware corporation with offices located at 128 Sidney Street, Cambridge, Massachusetts 02139 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall r
Matthew L. Sherman, M.D. Newton, MA 02459 Dear Matt:Letter Agreement • August 20th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acceleron Pharma Inc. (the “Company”), as amended and restated as of the date set forth above (the “Amendment Date”).
ACCELERON PHARMA INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 1st, 2017 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences an award (this “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
ContractAcceleron Pharma Inc • August 7th, 2013 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE LAWFULLY EFFECTED WITHOUT AN EFFECTIVE REGISTRATION, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (AMENDED AND RESTATED AS OF DECEMBER 22, 2011)-Sale Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of December 22, 2011 by and among Acceleron Pharma Inc., a Delaware corporation (the “Corporation”), the parties listed on Exhibit A hereto (the “Investors”), the persons listed as Founders on the signature pages hereto (the “Founders”) and the persons listed as Other Company Stockholders on the signature pages hereto (the “Other Company Stockholders” (the Founders and Other Company Stockholders are individually referred to herein as a “Company Stockholder” and, collectively, the “Company Stockholders”)).
ACCELERON PHARMA INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • January 21st, 2014 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).
INVESTOR RIGHTS AGREEMENT (AMENDED AND RESTATED AS OF DECEMBER 22, 2011)Investor Rights Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of December 22, 2011 by and among Acceleron Pharma Inc., a Delaware corporation (the “Corporation”) and the parties listed on Exhibit A hereto (the “Investors”).
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • February 27th, 2020 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 24th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 24, 2013 by and between Acceleron Pharma Inc., a Delaware corporation (the “Corporation”) and Celgene Corporation, a Delaware corporation (“Celgene”).
AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Delaware
THIS AMENDMENT TO SECURED PROMISSORY NOTE (this “Amendment”) is entered into as of November 13, 2012 (the “Effective Date”), by and between Acceleron Pharma Inc., a Delaware corporation (the “Company”) and John Knopf.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is effective as of August 6, 2010 (the “Effective Date”), by and between Acceleron Pharma Inc., a corporation organized under the laws of Delaware with a principal place of business at 128 Sidney St., Cambridge, Massachusetts 02139, United States (“Licensee”) and Ludwig Institute for Cancer Research Ltd, a Swiss not for profit corporation with its registered office at Stadelhoferstrasse 22, Zurich 8001, Switzerland and having an office at 605 Third Avenue, New York, NY 10158, United States (“Licensor”).
ACCELERON PHARMA INC. INCENTIVE STOCK OPTION AGREEMENTEquity Incentive Plan • January 21st, 2014 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).
FIRST AMENDMENT TO LEASELease • July 19th, 2017 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This First Amendment to Lease (this “First Amendment”) is made as of July 18, 2017 by and between MIT 128 SIDNEY LEASEHOLD LLC, a Massachusetts limited liability company with an address c/o MIT Investment Management Company, 238 Main Street, Suite 200, Cambridge, MA 02142 (“Landlord”), and ACCELERON PHARMA INC., a Delaware corporation with an address of 149 Sidney Street, Cambridge, MA 02139 (“Tenant”).
VOTING AGREEMENT (AMENDED AND RESTATED AS OF [ ], 2013)Voting Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made as of [ ], 2013 by and among Acceleron Pharma Inc., a Delaware corporation (the “Corporation”), the parties listed on Exhibit A hereto (the “Investors”), and the persons listed as Founders on the signature pages hereto (the “Founders,” and, together with the Investors, the “Stockholders”).
ACCELERON PHARMA INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 27th, 2020 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This agreement (including any exhibits hereto, this “Agreement”) evidences an award (this “Award”) of performance-based restricted stock units (the “PSUs”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SECOND AMENDMENT TO THE LICENSE AGREEMENTThe License Agreement • March 1st, 2017 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This Second Amendment (“Second Amendment”), effective as of November 7, 2016, between Acceleron Pharma Inc., having its principal place of business at 128 Sidney Street, Cambridge, MA 02139 (“Licensee”) and Beth Israel Deaconess Medical Center, having its principal place of business at 330 Brookline Avenue, Boston, MA 02215 (the “BIDMC”) amends the License Agreement between BIDMC and Licensee, dated June 21, 2012 as amended on October 6, 2015 (the “Agreement”). Together BIDMC and Licensee are the “Parties” and each is a “Party”.
COLLABORATION, LICENSE AND OPTION AGREEMENT by and between ACCELERON PHARMA, INC. and CELGENE CORPORATIONLicense and Option Agreement • August 4th, 2016 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York
This Collaboration, License and Option Agreement (this “Agreement”) dated the 20th day of February, 2008 (the “Execution Date”) is by and between Acceleron Pharma, Inc., a Delaware corporation having its principal office at 149 Sidney Street, Cambridge, MA 02139 (“Acceleron”), and Celgene Corporation, a Delaware corporation having its principal office at 86 Morris Avenue, Summit, NJ 07901 (“Celgene”). Acceleron and Celgene may each be referred to herein individually as a “Party” and collectively as the “Parties.”
ACTRIIB AMENDMENTAcceleron Pharma Inc • August 12th, 2014 • Biological products, (no disgnostic substances)
The Salk Institute for Biological Studies (“Salk”) and Acceleron Pharma, Inc. (“Acceleron”), for good and sufficient consideration, the receipt and adequacy of which is hereby acknowledged, hereby enter into this Amendment (the “ActRIIB Amendment”) to the Exclusive License Agreement between Salk and Acceleron regarding Activin Receptors (Type IIB) and Related Subject Matter for Therapeutic and Diagnostic Purposes, dated August 11, 2010 (the “ActRIIB License”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN SALK INSTITUTE FOR BIOLOGICAL STUDIES AND ACCELERON PHARMA INC. ACTIVIN RECEPTORS (TYPE IIB) AND RELATED SUBJECT MATTER FOR THERAPEUTIC AND DIAGNOSTIC PURPOSESLicense Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • California
This Amended and Restated License Agreement (the “Agreement”) is made and entered into as of August 11, 2010, (the “Effective Date”) by and between the Salk Institute for Biological Studies, a nonprofit public benefit corporation organized under the laws of the State of California (“Salk”), and Acceleron Pharma, Inc., a corporation organized under the laws of the State of Delaware (“Licensee”).
ACCELERON PHARMA INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 25th, 2021 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This agreement (the “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2015 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This First Amendment (“First Amendment”), effective as of September 9, 2015, by and between Acceleron Pharma Inc., a Delaware corporation (“Acceleron”), and Steven D. Ertel, Executive Vice President and Chief Operating Officer of Acceleron (the “Executive”), amends that certain Amended and Restated Employment Agreement between Executive and Acceleron, dated as of January 31, 2014 (“Agreement”). Together Acceleron and Executive are the “Parties” and each is a “Party”.
ACCELERON PHARMA INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 25th, 2021 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This agreement (the “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
ACCELERON PHARMA INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 25th, 2021 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
This agreement (including any exhibits hereto, this “Agreement”) evidences an award (this “Award”) of performance-based restricted stock units (the “PSUs”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
November 3, 2016Acceleron Pharma Inc • November 3rd, 2016 • Biological products, (no disgnostic substances)
Thank you for agreeing to become chair of the Scientific Advisory Board of Acceleron Pharma Inc. (the “Company”). This letter (this “Agreement”) confirms the terms of your engagement to provide certain consulting services to the Company as chair of the Scientific Advisory Board. We have agreed as follows:
