7,680,492 Shares DICERNA PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2018 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
DICERNA PHARMACEUTICALS, INC. 2,500,000 SHARES COMMON STOCK SALES AGREEMENTSales Agreement • March 12th, 2015 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG DICERNA PHARMACEUTICALS, INC. AND THE INVESTORS NAMED HEREIN DATED AS OF , 2017Registration Rights Agreement • March 30th, 2017 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
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. COMMON STOCK SALES AGREEMENTCommon Stock • May 17th, 2018 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AGREEMENT AND PLAN OF MERGER among: NOVO NORDISK A/S, a Danish aktieselskab; NNUS NEW RESEARCH, INC., a Delaware corporation; and DICERNA PHARMACEUTICALS, INC., a Delaware corporation Dated as of November 17, 2021Agreement and Plan of Merger • November 18th, 2021 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 17, 2021, by and among: Novo Nordisk A/S, a Danish aktieselskab (“Parent”); NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”); and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ContractWarrant Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 25, 2009 and is entered into by and between DICERNA PHARMACEUTICALS, INC., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
EMPLOYMENT AGREEMENT (“Agreement”) made this 23rd day of July, 2020 (the “Effective Date”) between Dicerna Pharmaceuticals, Inc., a Delaware corporation (“Company”), on the one hand and Shreeram Aradhye, M.D. (the “Executive”) on the other hand.
RESTRICTED STOCK AGREEMENT DICERNA PHARMACEUTICALS, INC.Restricted Stock Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT made as of the day of , 20 (the “Grant Date”), between Dicerna Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and , (the “Participant”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT DICERNA PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT made as of the day of , 200 , between Dicerna Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (the “Participant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2016 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
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. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 28th, 2014 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”).
DICERNA PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 6th, 2021 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
ContractWarrant Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
ContractDicerna Pharmaceuticals Inc • December 18th, 2017 • Pharmaceutical preparations • Delaware
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.
SHARE ISSUANCE AGREEMENTShare Issuance Agreement • February 28th, 2020 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SHARE ISSUANCE AGREEMENT (this “Agreement”), is made as of November 15, 2019, by and between Novo Nordisk A/S, a public limited liability company (the “Share Acquiror”), and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
RESEARCH COLLABORATION AND LICENSE AGREEMENT BETWEEN DICERNA PHARMACEUTICALS, INC. AND KYOWA HAKKO KIRIN CO., LTD. December 21, 2009Research Collaboration and License Agreement • January 29th, 2014 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of December 21, 2009 ( the “Effective Date”), by and between DICERNA PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (“DICERNA”), and KYOWA HAKKO KIRIN CO. LTD., a corporation organized and existing under the laws of Japan (“KHK”).
CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Patent Cross-License Agreement • August 6th, 2020 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
COMMERCIAL LICENCE AGREEMENTLicence Agreement • January 28th, 2014 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
PLANT BIOSCIENCE LIMITED, a company registered in England whose registered office is at Norwich Research Park, Colney Lane, Norwich NR4 7UH, England (hereinafter “PBL”) and
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 28th, 2014 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of September, 2007 (the “Effective Date”) by and between Dicerna Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 14 Peterson Circle, Sudbury, MA 01776 (“Dicerna”) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“COH”). Dicerna and COH are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF INCENTIVE STOCK OPTION AGREEMENT DICERNA PHARMACEUTICALS, INC.Form of Incentive Stock Option Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT made as of , between Dicerna Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and , an employee of the Company (the “Employee”).
FORM OF RESTRICTED STOCK AGREEMENT DICERNA PHARMACEUTICALS, INC.Form of Restricted Stock Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT made as of (the “Grant Date”), between Dicerna Pharmaceuticals, Inc. (the “Company”), a Delaware corporation and (the “Participant”).
Company Letterhead]Dicerna Pharmaceuticals Inc • January 28th, 2014 • Pharmaceutical preparations
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • February 28th, 2020 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”), entered into as of November 15, 2019 (the “Signing Date”) is by and between NOVO NORDISK A/S, a corporation organized and existing under the laws of Denmark, having an address at Novo Allé, 2880 Bagsvaerd, Denmark, CVR No. 24 25 67 90 (“Novo”), on the one hand, and DICERNA PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with its principal place of business at 33 Hayden Avenue, Lexington, Massachusetts 02421, U.S.A. (“Dicerna”), on the other hand. Dicerna and Novo are each referred to individually as a “Party” and together as the “Parties”.
SHARE ISSUANCE AGREEMENTShare Issuance Agreement • March 13th, 2019 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SHARE ISSUANCE AGREEMENT (this “Agreement”), is made as of October 22, 2018, by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the “Share Acquiror”), and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between Alexion Pharma Holding Unlimited Company Dicerna Pharmaceuticals Inc. and Dicerna Cayman DATED OCTOBER 22, 2018Collaborative Research and License Agreement • March 13th, 2019 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of October 22, 2018 (the “Effective Date”) by and among ALEXION PHARMA HOLDING UNLIMITED COMPANY, an unlimited liability company incorporated under the laws of Ireland with a principal place of business at [***] (“ALEXION”), DICERNA PHARMACEUTICALS INC., a corporation organized and existing under the laws of Delaware with a principal place of business at 87 Cambridgepark Drive, Cambridge, MA 02140 (“DICERNA PHARMA”), and Dicerna Cayman, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“DICERNA CAYMAN”, and together with DICERNA PHARMA, “DICERNA”). ALEXION and DICERNA are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. COLLABORATION AND LICENSE AGREEMENT between DICERNA...Collaboration and License Agreement • August 6th, 2020 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 13th, 2019 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”), effective as of October 25, 2018 (the “Effective Date”), is by and between ELI LILLY AND COMPANY, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”), on the one hand, and DICERNA PHARMACEUTICALS INC., a corporation organized and existing under the laws of Delaware, with its principal place of business at 87 Cambridgepark Drive, Cambridge, Massachusetts 02140, U.S.A. (“Dicerna US”), and DICERNA CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Dicerna Cayman” and, collectively with Dicerna US, “Dicerna”), on the other hand. Dicerna and Lilly are each referred to individually as a “Party” and together as the “Parties”.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2021 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 1 to Employment Agreement (the “Amendment”) is entered into on April 14, 2021 and amends the Employment Agreement between Dicerna Pharmaceuticals, Inc (the “Company”) and James B. Weissman (the “Executive”) dated as of February 21, 2020 (the “Agreement”).
February 21, 2020 Douglas M. Fambrough, III, Ph.D. Re: Amendment to Employment Agreement Dear Mr. Fambrough:Employment Agreement • February 28th, 2020 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Amendment”) by and between yourself and Dicerna Pharmaceuticals, Inc. (the “Company”) is intended to amend that certain Amended and Restated Employment Agreement between you and the Company, dated July 8, 2016 (the “Agreement”). This Amendment is effective as of February 25, 2020. Capitalized terms used, but not defined herein shall have the meanings given to such terms in the Agreement.
Re: Bain Director Side Letter AgreementDicerna Pharmaceuticals Inc • March 30th, 2017 • Pharmaceutical preparations
Reference is made to (i) that certain Redeemable Convertible Preferred Stock Purchase Agreement, dated as of March 30, 2017, by and among Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), certain investment funds advised by Bain Capital Life Sciences, LP (such funds, the “Bain Investors”) and the other investors party thereto (the “Stock Purchase Agreement”) pursuant to which, among other things, the Company agreed to expand the size of its board of directors (the “Board”) by one director and appoint an individual nominated by the Bain Investors to fill the resulting vacancy; (ii) the appointment, on the date hereof, and pursuant to the Stock Purchase Agreement, of Adam Koppel (the “Bain Director”) to the Board and (iii) that certain Indemnification Agreement, dated as of the date hereof (the “Indemnification Agreement”), by and between the Company and the Bain Director. The Company and the Bain Director are collectively referred to hereinafter as the “Parties.”
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • February 28th, 2020 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Colorado
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is entered into effective as of February 4, 2020 (the “First Amendment Date”), by and between WESTERN OFFICE PORTFOLIO PROPERTY OWNER LLC, a Delaware limited liability company (“Landlord”), and DICERNA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • August 6th, 2020 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Colorado
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is entered into effective as of July 1, 2020 (the “Second Amendment Date”), by and between WESTERN OFFICE PORTFOLIO PROPERTY OWNER LLC, a Delaware limited liability company (“Landlord”), and DICERNA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2021 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 1 to Employment Agreement (the “Amendment”) is entered into on April 14, 2021 and amends the Employment Agreement between Dicerna Pharmaceuticals, Inc (the “Company”) and John B. Green (the “Executive”) dated as of February 21, 2020 (the “Agreement”).
FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2017 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
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.
