Dicerna Pharmaceuticals Inc Sample Contracts

Dicerna Pharmaceuticals Inc – 7,680,492 Shares DICERNA PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT (September 11th, 2018)
Dicerna Pharmaceuticals Inc – CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE (August 8th, 2018)

This Settlement Agreement and General Release (the “Agreement”) is entered into this 18th day of April 2018 (the “Effective Date”) by and among Alnylam Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 300 Third Street, Cambridge, MA 02142 (“Alnylam”), and Dicerna Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 87 Cambridgepark Drive, Cambridge, MA 02140 (“Dicerna”). Each of Alnylam and Dicerna shall be considered a “Party,” and collectively they shall be considered the “Parties.”

Dicerna Pharmaceuticals Inc – SHARE ISSUANCE AGREEMENT (August 8th, 2018)

THIS SHARE ISSUANCE AGREEMENT (this “Agreement”), is made as of April 20, 2018, by and between Alnylam Pharmaceuticals, Inc., a Delaware corporation (the “Share Acquiror”), and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

Dicerna Pharmaceuticals Inc – DICERNA PHARMACEUTICALS, INC. AMENDED AND RESTATED 2016 INDUCEMENT PLAN (March 14th, 2018)
Dicerna Pharmaceuticals Inc – Contract number: [***] COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between Boehringer Ingelheim International GmbH Binger Strasse 173, 55216 Ingelheim am Rhein, Germany (“BOEHRINGER”) VAT-ID-No.: DE [***] and Dicerna Pharmaceuticals Inc. Cambridge, MA 02140 USA (“DICERNA”) – each also hereinafter referred to as “Party” or collectively as “Parties” – (March 8th, 2018)

WHEREAS BOEHRINGER is a research-based pharmaceutical company and is interested in a research program related to DICERNA’s proprietary GalXC technology which enables precise silencing of disease-driving genes in the liver, specifically targeting the hepatocyte.

Dicerna Pharmaceuticals Inc – CERTIFICATE OF ELIMINATION OF THE REDEEMABLE CONVERTIBLE PREFERRED STOCK OF DICERNA PHARMACEUTICALS, INC. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (December 29th, 2017)

Dicerna Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with the provisions of Section 151(g) of the DGCL, hereby certifies as follows:

Dicerna Pharmaceuticals Inc – FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (December 18th, 2017)

This FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into this [•]th day of December, 2017, and amends that certain Amended and Restated Registration Rights Agreement dated as of April 11, 2017 (the “Registration Rights Agreement”) by and among the Company and the Investors (as defined therein) . Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Registration Rights Agreement.

Dicerna Pharmaceuticals Inc – Contract (December 18th, 2017)

THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Dicerna Pharmaceuticals Inc – 5,714,286 Shares DICERNA PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT (December 18th, 2017)
Dicerna Pharmaceuticals Inc – Dicerna Pharmaceuticals, Inc. (December 14th, 2017)
Dicerna Pharmaceuticals Inc – EMPLOYMENT AGREEMENT (August 10th, 2017)

EMPLOYMENT AGREEMENT (“Agreement”) made this 18th day of May, 2017 and effective as of June 15, 2017(the “Effective Date”) between Dicerna Pharmaceuticals, Inc., a Delaware corporation (“Company”), on the one hand and Ralf Rosskamp, M.D. (the “Executive”) on the other hand.

Dicerna Pharmaceuticals Inc – CERTIFICATE OF DESIGNATION OF REDEEMABLE CONVERTIBLE PREFERRED STOCK OF DICERNA PHARMACEUTICALS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (March 30th, 2017)

WHEREAS, the Board of Directors is authorized to provide for the issuance of the shares of preferred stock in one or more series and, by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and the relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, of the shares of each such series; and

Dicerna Pharmaceuticals Inc – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG DICERNA PHARMACEUTICALS, INC. AND THE INVESTORS NAMED HEREIN DATED AS OF , 2017 (March 30th, 2017)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of                , 2017 is made by and among:

Dicerna Pharmaceuticals Inc – REDEEMABLE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT AMONG DICERNA PHARMACEUTICALS, INC. AND THE INVESTORS NAMED HEREIN DATED AS OF MARCH 30, 2017 (March 30th, 2017)

This REDEEMABLE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 30th day of March, 2017 by and among Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Persons named on the signature pages hereto under the heading “Investors” (the “Investors”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.

Dicerna Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made this July 6, 2016 (the “Effective Date”) between Dicerna Pharmaceuticals, Inc. (“Company”) on the one hand and James B. Weissman (the “Executive”) on the other hand.

Dicerna Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made this July 8th, 2016 (the “Effective Date”) between Dicerna Pharmaceuticals, Inc. (“Company”) on the one hand and Bob D. Brown (the “Executive”) on the other hand.

Dicerna Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made this July 8, 2016 (the “Effective Date”) between Dicerna Pharmaceuticals, Inc. (“Company’) on the one hand and Douglas M. Fambrough, III (the “Executive”) on the other hand.

Dicerna Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

WHEREAS, the Executive and the Company entered into an employment agreement on January 1, 2016, as amended by that certain Amended and Restated Employment Agreement, dated as of March 31, 2016 (the “Prior Agreement”);

Dicerna Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 4th, 2016)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made this April 14th, 2016 (the “Effective Date”) between Dicerna Pharmaceuticals, Inc., a Delaware corporation (“Company”), on the one hand and John B. Green (the “Executive”) on the other hand.

Dicerna Pharmaceuticals Inc – Dicerna Pharmaceuticals, Inc. 87 Cambridgepark Drive Cambridge, Massachusetts 02140 617-621-8097 Fax: 617-252-0927 (March 10th, 2016)

This letter will confirm that your employment with Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”) is terminating effective as of the Separation Date (as set forth below). This letter sets forth the terms of the Separation Agreement (the “Agreement”) that the Company is offering to you with respect to your termination of employment.

Dicerna Pharmaceuticals Inc – Notice of Grant of Inducement Stock Option and Terms and Conditions of Inducement Stock Option (March 10th, 2016)

Effective [●] (the “Award Date”), you (the “Grantee”) have been granted a nonqualified stock option (the “Option”) to buy [●] shares1 of Common Stock of Dicerna Pharmaceuticals, Inc. (the “Corporation”) at a price of $[●] per share1 (the “Exercise Price”).

Dicerna Pharmaceuticals Inc – Notice of Grant of Stock Option and Terms and Conditions of Stock Option (March 10th, 2016)

Effective [                ] (the “Award Date”), you (the “Grantee”) have been granted a nonqualified stock option (the “Option”) to buy [                ] shares1 of Common Stock of Dicerna Pharmaceuticals, Inc. (the “Corporation”) at a price of $[                ] per share1 (the “Exercise Price”).

Dicerna Pharmaceuticals Inc – Notice of Grant of Inducement Stock Option and Terms and Conditions of Inducement Stock Option (March 10th, 2016)

Effective [●] (the “Award Date”), you (the “Grantee”) have been granted a nonqualified stock option (the “Option”) to buy [●] shares1 of Common Stock of Dicerna Pharmaceuticals, Inc. (the “Corporation”) at a price of $[●] per share1 (the “Exercise Price”).

Dicerna Pharmaceuticals Inc – DICERNA PHARMACEUTICALS, INC. 2016 INDUCEMENT PLAN (March 10th, 2016)
Dicerna Pharmaceuticals Inc – Notice of Grant of Stock Option and Terms and Conditions of Stock Option (March 10th, 2016)

Effective [                ] (the “Award Date”), you (the “Grantee”) have been granted an incentive stock option (the “Option”) to buy [                ] shares1 of Common Stock of Dicerna Pharmaceuticals, Inc. (the “Corporation”) at a price of $[                ] per share1 (the “Exercise Price”).

Dicerna Pharmaceuticals Inc – Notice of Grant of Inducement Stock Option and Terms and Conditions of Inducement Stock Option (March 10th, 2016)

Effective [●] (the “Award Date”), you (the “Grantee”) have been granted a nonqualified stock option (the “Option”) to buy [●] shares1 of Common Stock of Dicerna Pharmaceuticals, Inc. (the “Corporation”) at a price of $[●] per share1 (the “Exercise Price”).

Dicerna Pharmaceuticals Inc – DICERNA PHARMACEUTICALS, INC. 2016 INDUCEMENT PLAN (March 10th, 2016)
Dicerna Pharmaceuticals Inc – January 1, 2015 John Green VIA HAND DELIVERY Re: Employment Offer Dear Jack: (March 10th, 2016)

We are pleased to offer you employment with Dicerna Pharmaceuticals, Inc. (the “Company”) as the Interim Chief Financial Officer. This letter sets forth the terms of the Company’s employment offer. Should you accept this offer, your start date will be January 1, 2016.

Dicerna Pharmaceuticals Inc – -Management to Host Conference Call Today at 4:30 pm ET- (November 10th, 2015)

CAMBRIDGE, Mass. – (BUSINESS WIRE) – Dicerna Pharmaceuticals, Inc. (NASDAQ: DRNA), a leader in the development of RNA interference-based investigational therapeutics targeting rare inherited diseases involving the liver and for cancers that are genetically defined, today announced financial and operational results for the quarter ended September 30, 2015.

Dicerna Pharmaceuticals Inc – -Management to Host Conference Call Today at 4:30 pm ET- (August 6th, 2015)

CAMBRIDGE, Mass. – (BUSINESS WIRE) – Dicerna Pharmaceuticals, Inc. (NASDAQ: DRNA), a leader in the development of RNA interference-based therapeutics targeting rare inherited diseases involving the liver and for cancers that are genetically defined, today announced financial and operational results for the quarter ended June 30, 2015.

Dicerna Pharmaceuticals Inc – DICERNA PHARMACEUTICALS, INC. AMENDED AND RESTATED 2014 PERFORMANCE INCENTIVE PLAN (July 7th, 2015)
Dicerna Pharmaceuticals Inc – 2,750,000 Shares DICERNA PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT (May 22nd, 2015)
Dicerna Pharmaceuticals Inc – -Management to Host Conference Call Today at 4:30 pm ET- (May 11th, 2015)

CAMBRIDGE, Mass. – (BUSINESS WIRE) – Dicerna Pharmaceuticals, Inc. (NASDAQ: DRNA), a leader in the development of RNAi-based therapeutics, today announced financial and operational results for the quarter ended March 31, 2015.

Dicerna Pharmaceuticals Inc – DEVELOPMENT AND SUPPLY AGREEMENT By and Among PROTIVA BIOTHERAPEUTICS INC. And TEKMIRA PHARMACEUTICALS CORPORATION ON THE ONE HAND, And DICERNA PHARMACEUTICALS, INC. ON THE OTHER HAND (March 12th, 2015)

THIS DEVELOPMENT AND SUPPLY AGREEMENT (this “Supply Agreement”) is entered into as of November 16, 2014 (the “Effective Date”), by and among Dicerna Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 480 Arsenal Street, Building 1, Suite 120, Watertown, MA 02472 USA (“Dicerna”), on the one hand, and Protiva Biotherapeutics Inc. a British Columbia corporation having its principal place of business at 100-8900 Glenlyon Way, Burnaby, B.C.V5J 5J8, Canada (“Protiva”), and (with respect to Section 12.1(c) only) Tekmira Pharmaceuticals Corporation, a British Columbia corporation having its principal place of business at 100-8900 Glenlyon Way, Burnaby, B.C.V5J 5J8, Canada (“Tekmira”) on the other hand.

Dicerna Pharmaceuticals Inc – LICENSE AGREEMENT by and between DICERNA PHARMACEUTICALS, INC., on the one hand, and PROTIVA BIOTHERAPEUTICS INC. and TEKMIRA PHARMACEUTICALS CORPORATION on the other hand Dated: November 16, 2014 (March 12th, 2015)

This LICENSE AGREEMENT (this “Agreement”) is entered into as of November 16, 2014 (the “Effective Date”), by and between Dicerna Pharmaceuticals, Inc., a Delaware corporation with offices at 480 Arsenal Street, Building 1, Suite 120, Watertown, MA 02472 USA and its Affiliates (“Dicerna”), on the one hand, and Protiva Biotherapeutics Inc., a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Protiva”), and Tekmira Pharmaceuticals Corporation, a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 (“Tekmira”), on the other hand.