COMMON STOCK PURCHASE WARRANT REGULUS THERAPEUTICS INC.Regulus Therapeutics Inc. • December 4th, 2020 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) on [________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Regulus Therapeutics Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGULUS THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • December 27th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
REGULUS THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Warrant Agreement • December 27th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REGULUS THERAPEUTICS INC. , a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
REGULUS THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • March 10th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
REGULUS THERAPEUTICS INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 27th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
REGULUS THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • March 10th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGULUS THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Debt Securities Warrant Agreement • March 10th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2016 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 17, 2016 (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 (each a “Lender” and collectively, the “Lenders”), and REGULUS THERAPEUTICS INC., a Delaware corporation with offices located at 10614 Science Center Dr., San Diego, California 92121 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
241684614 v6 2 California (the “New Premises”) in the condition required under that certain lease agreement (the “New Lease”) to be entered into between Assignor and the New Landlord (such date, the “New Lease Delivery Date”). 3. Assumption of Lease....Lease Agreement • March 9th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
5,294,118 Shares REGULUS THERAPEUTICS INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2014 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
INTRODUCTION. Regulus Therapeutics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and Isis Pharmaceuticals, Inc., a Delaware corporation (the “Selling Stockholder”), proposes to sell to the several Underwriters, an aggregate of 5,294,118 shares (the “Firm Shares”) of the common stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Offering”), of which 4,411,765 shares are to be issued and sold by the Company and 882,353 shares are to be sold by the Selling Stockholder.
LEASELease • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 19th day of March, 2010 (the “Execution Date”), by and between BMR-John Hopkins Court LLC, a Delaware limited liability company (“Landlord”), and Regulus Therapeutics Inc., a Delaware corporation (“Tenant”).
LEASE AGREEMENTLease Agreement • March 9th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 11th day of February, 2021, between ARE-SD REGION NO. 58, LLC, a Delaware limited liability company (“Landlord”), and REGULUS THERAPEUTICS INC., a Delaware corporation (“Tenant”).
ContractEmployment Agreement • March 9th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
44,000,000 Shares REGULUS THERAPEUTICS INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2017 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
INTRODUCTION. Regulus Therapeutics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 44,000,000 shares (the “Firm Shares”) of the common stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Offering”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 13, 2023, is made by and among REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
REGULUS THERAPEUTICS INC. COMMON STOCK SALES AGREEMENTCommon Stock • December 12th, 2018 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
REGULUS THERAPEUTICS INC. FOUNDING INVESTOR RIGHTS AGREEMENTFounding Investor Rights Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS FOUNDING INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 1st day of January 2009, by and among Regulus Therapeutics Inc., a Delaware corporation (the “Company”) on the one hand, and Isis Pharmaceuticals, Inc., a Delaware Corporation (“Isis”) and Alnylam Pharmaceuticals, Inc., a Delaware corporation (“Alnylam”) who are each holders of the Company’s Series A Preferred Stock (the “Preferred Stock”) on the other hand. Isis and Alnylam may be referred to hereinafter collectively as the “Founding Investors” and each individually as a “Founding Investor”. The Company, Isis and Alnylam may be referred to hereinafter collectively as the “Parties” and each individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made and entered into effective as of June 12, 2023 (the “Effective Date”), by and between Regulus Therapeutics Inc., a Delaware corporation (the “Company”), and Preston S. Klassen, M.D., MHS (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
REGULUS THERAPEUTICS INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 11th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 10, 2012 by and between Regulus Therapeutics Inc., a Delaware corporation (the “Company”), and AstraZeneca AB, a limited liability company organized under the laws of Sweden (“Investor”). The Company and Investor may be referred to hereinafter collectively as the “Parties” and each individually as a “Party.”
REGULUS THERAPEUTICS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2014 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 4, 2014, by and between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and AVENTIS HOLDINGS INC., a Delaware corporation (“Investor”). The Company and Investor may be referred to hereinafter collectively as the “Parties” and each individually as a “Party.”
PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN GLAXO GROUP LIMITED AND REGULUS THERAPEUTICS LLCProduct Development and Commercialization Agreement • September 18th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
GlaxoSmithKline and Regulus Therapeutics Form Strategic Alliance To Develop MicroRNA Targeted Therapeutics to Treat Inflammatory Diseases
COLLABORATION AND LICENSE AGREEMENT between REGULUS THERAPEUTICS INC. And ASTRAZENECA ABCollaboration and License Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • England and Wales
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into this August 14, 2012 (the “Effective Date”), by and between ASTRAZENECA AB, a company organized under the laws of Sweden (“AstraZeneca”) having a place of business at SE-431 83 Mölndal, Sweden, and REGULUS THERAPEUTICS INC., a Delaware Corporation (“Regulus”) having a place of business at 3545 John Hopkins Court, San Diego, California 92121-1121, U.S.A. AstraZeneca and Regulus each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
NON-EXCLUSIVE TECHNOLOGY ALLIANCE AND OPTION AGREEMENT between REGULUS THERAPEUTICS INC. and SANOFI-AVENTISNon-Exclusive Technology Alliance and Option Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS NON-EXCLUSIVE TECHNOLOGY ALLIANCE AND OPTION AGREEMENT (the “Agreement”) is made and entered into this June 17, 2010 (the “Effective Date”), by and between SANOFI-AVENTIS, a French Corporation (“Sanofi”) having a place of business at 174 avenue de France, 75013, Paris, France and registered in the Paris Trade and Company Register under no. 395 030 844, and REGULUS THERAPEUTICS INC., a Delaware Corporation (“Regulus”) having a place of business at 1896 Rutherford Road, Carlsbad, California 92008. Sanofi and Regulus each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 5th, 2014 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 4, 2014, is made by and between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and AVENTIS HOLDINGS INC., a Delaware corporation (“Purchaser”).
] Shares REGULUS THERAPEUTICS INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
INTRODUCTION. Regulus Therapeutics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, $0.001 par value per share (the “Common Stock”), of the Company.
NYU-REGULUS LICENSE AGREEMENTLicense Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
If a particular technical milestone is achieved before the issuance of a Therapeutic Claim, then the milestone payment for such milestone will be made upon issuance of a Therapeutic Claim. If a Therapeutic Claim issues before a particular technical milestone, then the milestone payment for such milestone will be made upon achievement of such technical milestone.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 8th, 2018 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is made effective as of October 4, 2017 (the “First Amendment Date”) and made, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and REGULUS THERAPEUTICS INC., a Delaware corporation with offices located at 10614 Science Center Dr., San Diego, California 92121 (“Borrower”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS NOTE PURCHASE AGREEMENT, (the “Purchase Agreement”) dated as of August 15, 2012 (the “Effective Date”), is between Regulus Therapeutics Inc., a Delaware corporation (the “Company”), and Biogen Idec MA Inc., a Massachusetts corporation (the “Purchaser”).
AMENDMENT NO. 1 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • June 26th, 2013 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 to Collaboration and License Agreement (this “Amendment”) dated June 24, 2013, is by and between Regulus Therapeutics Inc., a Delaware corporation with its principal address at 3545 John Hopkins Ct., Suite 210, San Diego, CA 92121 (“Regulus”), and Biogen Idec MA Inc., a Massachusetts corporation with its principal address at 133 Boston Post Road, Weston, MA 02493 (“BI”). Regulus and BI may each be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Amendment Number One (the “Amendment”) to the Amended and Restated License and Collaboration Agreement is entered into as of the 10th day of June, 2010 (the “Effective Date”) by and among ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Alnylam”), ISIS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”, and each of Alnylam and Isis, a “Licensor” and together, the “Licensors”), and REGULUS THERAPEUTICS INC. (formerly Regulus Therapeutics LLC), a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Regulus”).
AMENDMENT #5 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENTProduct Development and Commercialization Agreement • June 26th, 2013 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Amendment (this “Amendment”) is entered into and made effective as of June 6, 2013 (the “Amendment Date”) by and between Regulus Therapeutics Inc., a Delaware corporation having its principal place of business at 3545 John Hopkins Court, Suite 210, San Diego, CA 92121 USA (“Regulus”) and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at 980 Great West Road, Brentford, Middlesex TW8 9GS, England (“GSK”).
AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated License and Collaboration Agreement (the “Agreement”) is entered into as of the 1st day of January, 2009 (the “Amendment Effective Date”) by and among ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Alnylam”), ISIS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”, and each of Alnylam and Isis, a “Licensor” and together, the “Licensors”), and REGULUS THERAPEUTICS INC. (formerly Regulus Therapeutics LLC), a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Regulus”).
COLLABORATION AND LICENSE AGREEMENT by and between REGULUS THERAPEUTICS INC. and BIOGEN IDEC MA Inc.Collaboration and License Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”) dated August 15, 2012, (the “Effective Date”) is by and between Regulus Therapeutics Inc., a Delaware corporation with its principal address at 3545 John Hopkins Ct., Suite 210, San Diego, CA 92121 (“Regulus”), and Biogen Idec MA Inc., along with its Affiliates, a Massachusetts corporation with its principal address at 133 Boston Post Road, Weston, MA 02493 (“BI”). Regulus and BI may each be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • May 14th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Amendment Number One (the “Amendment”) to the Amended and Restated License and Collaboration Agreement is entered into as of the 10th day of June, 2010 (the “Effective Date”) by and among ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Alnylam”), ISIS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”, and each of Alnylam and Isis, a “Licensor” and together, the “Licensors”), and REGULUS THERAPEUTICS INC. (formerly Regulus Therapeutics LLC), a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Regulus”).
