AGIOS PHARMACEUTICALS, INC. 8,250,000 Shares of Common Stock Underwriting AgreementAgios Pharmaceuticals, Inc. • November 8th, 2019 • Pharmaceutical preparations • New York
Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,250,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”), and at the option of the Underwriters, up to an additional 1,237,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 11th, 2013 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2013 by and between Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement[, including without limitation the Indemnification Agreement, dated , 20 between the Company and the Indemnitee (the “Prior Agreement”)]1.
AGIOS PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • April 30th, 2020 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Agios Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AGIOS PHARMACEUTICALS, INC. Restricted Stock Unit Agreement (Performance-Based)Restricted Stock Unit Agreement • August 3rd, 2023 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
LEASE Cambridge, Massachusetts LANDLORD UP 64 SIDNEY STREET, LLC, a Delaware limited liability company TENANT AGIOS PHARMACEUTICALS, INC. a Delaware corporation Dated: November 17, 2017Lease • November 22nd, 2017 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Lease (this “Lease”) is entered into this 17th day of November, 2017 by and between UP 64 SIDNEY STREET, LLC, a Delaware limited liability company (the “Landlord”), and AGIOS PHARMACEUTICALS, Inc., a Delaware corporation (the “Tenant”).
July 10, 2013Letter Agreement • July 11th, 2013 • Agios Pharmaceuticals Inc • Pharmaceutical preparations
AGIOS PHARMACEUTICALS, INC. Inducement Restricted Stock Unit Agreement (Time- Vested) Inducement Grant Pursuant to Nasdaq Stock Market Rule 5635(c)(4) NOTICE OF GRANTRestricted Stock Unit Agreement • January 3rd, 2023 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Inducement Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Agios Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and the Participant.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisk denote omissions. COLLABORATION AND LICENSE AGREEMENT by and between AGIOS INTERNATIONAL SARL and CELGENE INTERNATIONAL II SARL Re:...Collaboration and License Agreement • August 7th, 2015 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”) is entered into as of April 27, 2015 (the “Effective Date”), by and between Agios International Sarl, a limited liability company organized and existing under the laws of Switzerland (“Agios”), and Celgene International II Sarl, a limited liability company organized and existing under the laws of Switzerland and having its principal office in the Canton of Neuchatel, Switzerland (“Celgene”).
AGIOS PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Granted Under 2007 Stock Incentive PlanAgios Pharmaceuticals Inc • June 10th, 2013 • Pharmaceutical preparations
AGIOS PHARMACEUTICALS, INC. Inducement Nonstatutory Stock Option Award AgreementInducement Nonstatutory Stock • January 3rd, 2023 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AGIOS PHARMACEUTICALS,...Inducement Performance Stock Unit Agreement • January 3rd, 2023 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Inducement Performance Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Agios Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and the Participant.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DISCOVERY AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT by and between AGIOS PHARMACEUTICALS, INC. and CELGENE...Discovery and Development Collaboration and License Agreement • July 16th, 2013 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Discovery and Development Collaboration and License Agreement (this “Agreement”) is entered into as of April 14, 2010 (the “Effective Date”), by and between Agios Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 38 Sidney St., 2nd Floor, Cambridge, MA 02139-4169 (“Agios”), and Celgene Corporation, a corporation organized and existing under the laws of the State of Delaware and having its principal office at 86 Morris Avenue, Summit, NJ 07901 (“Celgene”).
AMENDMENT TO MASTER RESEARCH AND COLLABORATION AGREEMENTMaster Research and Collaboration Agreement • April 30th, 2020 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to Master Research and Collaboration Agreement (this “Amendment”) is entered into as of February 5, 2020 (the “Amendment Date”), by and among Agios Pharmaceuticals, Inc., a Delaware corporation (“Agios”), on the one hand, and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to all rights and obligations under the Master Collaboration Agreement (as defined below) in the United States, and Celgene RIVOT Ltd., a Bermuda entity (“Celgene RIVOT”), with respect to all rights and obligations under the Master Collaboration Agreement outside of the United States (Celgene RIVOT and Celgene Corp. together, “Celgene”), on the other hand. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Master Collaboration Agreement.
THIRD AMENDMENT TO LEASELease • November 22nd, 2017 • Agios Pharmaceuticals Inc • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (the “Third Amendment”) made and entered into this 17th day of November, 2017, by and between FOREST CITY 88 SIDNEY STREET, LLC, a Delaware limited liability company (“Landlord”); and AGIOS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
AGIOS PHARMACEUTICALS, INC. Restricted Stock Unit Agreement (Non-Employee Director)Restricted Stock Unit Agreement • February 14th, 2019 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Agios Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and the Participant.
SUBLEASE AGREEMENTSublease Agreement • February 15th, 2024 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS SUBLEASE AGREEMENT (the “Sublease”) is made as of the 14th day of April, 2023, by and between Agios Pharmaceuticals, Inc., a Delaware corporation (“Sublandlord”) and Watershed Informatics, Inc., a Delaware corporation (“Subtenant”).
LANDLORD THIRTY‑EIGHT SIDNEY STREET LLC TENANT AGIOS PHARMACEUTICALS, INC.Non-Disturbance and Attornment Agreement • August 1st, 2019 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations
FIRST AMENDMENT OF LEASELease • April 13th, 2018 • Agios Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT OF LEASE (the “Agreement”) made and entered into this 11th day of April, 2018 (the “Effective Date”), by and between UP 64 SIDNEY STREET, LLC, a Delaware limited liability company, (“Landlord”); and AGIOS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
AGIOS PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT November 16, 2011Investor Rights Agreement • May 23rd, 2013 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement dated as of November 16, 2011 is entered into by and among Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Lewis Cantley, Tak Mak, Craig Thompson and Michael Su (individually, a “Founder” and collectively, the “Founders”), and the individuals and entities listed on Exhibit A attached hereto (the “Purchasers”).
PURCHASE AND SALE AGREEMENT BY AND AMONG AGIOS PHARMACEUTICALS, INC., SERVIER PHARMACEUTICALS, LLC, AND, SOLELY FOR PURPOSES OF SECTION 11.15, SERVIER S.A.S. Dated as of December 20, 2020Purchase and Sale Agreement • December 22nd, 2020 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This PURCHASE AND SALE AGREEMENT, dated as of December 20, 2020 (this “Agreement”), is by and among Agios Pharmaceuticals, Inc., a Delaware corporation (“Seller”), Servier Pharmaceuticals, LLC, a Delaware limited liability company (“Purchaser”), and solely for purposes of Section 11.15, Servier S.A.S., a French societe par actions simplifiee (“Purchaser Guarantor”). Purchaser, and solely for purposes of Section 11.15, Purchaser Guarantor, on the one hand, and Seller, on the other hand, are each referred to herein individually as a “Party” and collectively as the “Parties”.
RE: Confidential Separation Agreement and General ReleaseConfidential Separation Agreement and General Release • May 4th, 2023 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations
This Confidential Separation Agreement and General Release (the “Agreement”) sets forth and confirms the understanding between you and Agios Pharmaceuticals, Inc. (“Agios” or “Company”) relating to the termination of your employment. Except for the obligations set forth in Section 2, which shall be solely the obligations of Agios Pharmaceuticals, Inc., whenever the terms “Agios Pharmaceuticals, Inc.,” “Agios” or the “Company” are otherwise used in this Agreement, they shall be deemed to include Agios Pharmaceuticals, Inc. and any and all of its former and present owners, parents, divisions, affiliates and subsidiaries and all related entities, and its and their directors, officers, employees, agents, representatives, attorneys, successors and assigns.
THIRD AMENDMENT OF LEASEOf Lease • August 1st, 2019 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT OF LEASE (the “Third Amendment”) made and entered into this 11th day of April, 2019 (the “Effective Date”), by and between UP 64 SIDNEY STREET, LLC, a Delaware limited liability company, (“Landlord”), and AGIOS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
AMENDMENT II TO LICENSE AGREEMENTLicense Agreement • April 30th, 2020 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amendment II to License Agreement (this “Amendment”), dated as of March 2, 2020 (the “Amendment Effective Date”), is made and entered into by and between Agios Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware with a principal place of business at 88 Sidney Street, Cambridge, MA 02139 (“Agios”) and CStone Pharmaceuticals, a corporation organized and existing under the laws of the Cayman Islands, with a registered address at P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands (“Licensee”). Each of Agios and Licensee may be referred to herein as a “Party” and Agios and Licensee may be referred to herein collectively as the “Parties.”
Restricted Stock Unit Agreement (Time Vested)Restricted Stock Unit Agreement • May 4th, 2018 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Agios Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and the Participant.
AGIOS PHARMACEUTICALS, INC. Stock Option AgreementStock Option Agreement • August 3rd, 2023 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations
Agios Pharmaceutical, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2023 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof.
AGIOS PHARMACEUTICALS, INC. Incentive Stock Option Agreement Granted Under 2007 Stock Incentive PlanAgios Pharmaceuticals Inc • June 10th, 2013 • Pharmaceutical preparations
MASTER RESEARCH AND COLLABORATION AGREEMENT by and among AGIOS PHARMACEUTICALS, INC. and CELGENE CORPORATION and CELGENE RIVOT LTD. Dated as of May 17, 2016License Agreement • August 8th, 2016 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is entered into as of [•] (the “Execution Date”), by and among Agios Pharmaceuticals, Inc., a Delaware corporation (“Agios”), on the one hand, and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to all rights and obligations under this Agreement in the United States, and Celgene RIVOT Ltd., a Bermuda company (“Celgene RIVOT”), with respect to all rights and obligations under this Agreement outside of the United States (Celgene RIVOT and Celgene Corp. together, “Celgene”), on the other hand. Celgene and Agios are each referred to herein by name or as a “Party”, or, collectively, as the “Parties”.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. PURCHASE AND SALE...Agios Pharmaceuticals, Inc. • February 23rd, 2023 • Pharmaceutical preparations
This PURCHASE AND SALE AGREEMENT (this “Purchase and Sale Agreement”) dated as of October 27, 2022 is by and among Agios Pharmaceuticals, Inc., a Delaware corporation and the Person defined as “Seller” in the Counterparty Agreement (the “Seller”), and the entities set forth in Schedule 1.1 hereto (each individually a “Purchaser”, and collectively, the “Purchasers”), and Sagard Healthcare Royalty Partners, LP, a Cayman Islands exempt limited partnership, as representative for the Purchasers (in such capacity, “Purchaser’s Representative”).
SUBLEASE AGREEMENTSublease Agreement • November 3rd, 2021 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS SUBLEASE AGREEMENT (the “Sublease”) is made as of the 27th day of July, 2021, by and between Agios Pharmaceuticals, Inc., a Delaware corporation (“Sublandlord”) and Prime Medicine, Inc., a Delaware corporation (“Subtenant”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 16th, 2013 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of July 16, 2013 (the “Effective Date”), by and between Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Celgene Alpine Investment Co., LLC, a Delaware limited liability company (the “Investor”).
TERMINATION OF LEASETermination of Lease • September 19th, 2014 • Agios Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS TERMINATION OF LEASE (this “Agreement”) is entered into as of September 15, 2014, by and between THIRTY-EIGHT SIDNEY STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and AGIOS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
AMENDMENT I TO LICENSE AGREEMENTLicense Agreement • April 30th, 2020 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations
Amendment I to License Agreement (this “Amendment”), dated as of February 6, 2020 (the “Amendment Effective Date”), by and between Agios Pharmaceuticals, Inc. (“Agios”) and CStone Pharmaceuticals (“Licensee”). Each of Agios and Licensee may be referred to herein as a “Party” and Agios and Licensee may be referred to herein collectively as the “Parties.”
LEASE FOR 88 SIDNEY STREET Cambridge, Massachusetts LANDLORD: FOREST CITY 88 SIDNEY, LLC TENANT: AGIOS PHARMACEUTICALS, INC.Lease • September 19th, 2014 • Agios Pharmaceuticals Inc • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2022 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made as of September 15, 2022 by and between Agios Pharmaceuticals, Inc. (the “Company”), and M. Cecilia Jones (the “Executive”) (together, the “Parties”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. Royalty Purchase Agreement by...Royalty Purchase Agreement • July 30th, 2020 • Agios Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
