LICENSE AGREEMENT BETWEEN IPSEN PHARMA SAS AND RHYTHM METABOLIC, INC.License Agreement • August 27th, 2014 • Rhythm Holding Company, LLC • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is entered into on March 21, 2013 by and between, on the one hand, IPSEN PHARMA S.A.S., a French corporation, with its principal office at 65 Quai Georges Gorse, 92100 Boulogne-Billancourt, France, on behalf of itself and its Affiliates (collectively, “Ipsen”), and, on the other hand, RHYTHM METABOLIC, INC., a corporation organized under the laws of the State of Delaware, U.S.A., with its principal office at 855 Boylston Street, 11th Floor, Boston MA 02116, on behalf of itself and its Affiliates (collectively, “Licensee”), and is effective as of the Effective Date (as defined below).
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • August 27th, 2014 • Rhythm Holding Company, LLC • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made as of July 2, 2010 (the “Effective Date”) by and between RHYTHM PHARMACEUTICALS, INC., a Delaware corporation with offices at The John Hancock Tower, 54th Floor, 200 Clarendon Street, Boston, MA 02116, USA (“Rhythm”) and PEPTISYNTHA Inc., a US company incorporated under the laws of the state of Delaware with its registered office at 20910 Higgins Court, Torrance, California 90501 (United States of America) (collectively “Manufacturer”).
OPERATING AGREEMENT OF RHYTHM HOLDING COMPANY, LLCOperating Agreement • August 27th, 2014 • Rhythm Holding Company, LLC • Pharmaceutical preparations • Delaware
This OPERATING AGREEMENT of Rhythm Holding Company, LLC (the “Company”) is made and is effective as of this 21st day of March 2013 (as amended, modified, supplemented or restated and in effect from time to time, this “Agreement”), by and among (i) the Company, (ii) the persons listed on Exhibit A attached hereto (the “Initial Series A Members”), (iii) the persons listed on Exhibit B attached hereto (the “Initial Series B Members”), (iv) the persons listed on Exhibit C attached hereto (the “Initial Common Members”) and (v) any persons that become parties to this Agreement at any time and from time to time after the date hereof pursuant to, and in accordance with, the applicable provisions of this Agreement.
RHYTHM HOLDING COMPANY, LLC FIRST AMENDMENT TO OPERATING AGREEMENTOperating Agreement • August 27th, 2014 • Rhythm Holding Company, LLC • Pharmaceutical preparations
This FIRST AMENDMENT TO OPERATING AGREEMENT (this “Amendment”) is entered into as of July 16, 2013, by and among the undersigned members of Rhythm Holding Company, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Operating Agreement (as defined below).
FIRST AMENDMENT TO LEASELease • August 27th, 2014 • Rhythm Holding Company, LLC • Pharmaceutical preparations • Massachusetts
This FIRST AMENDMENT TO LEASE dated the 24th day of March, 2014 (this “Amendment”) by and between Gateway Longwood, Inc., as Landlord (the “Landlord”) and the Rhythm Pharmaceuticals, Inc., a Delaware corporation, as Tenant (the “Tenant”).
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • August 27th, 2014 • Rhythm Holding Company, LLC • Pharmaceutical preparations • Massachusetts
This Assignment and Assumption (the “Assignment”) dated as of April 25, 2011, but effective as of April 25, 2011 (the “Effective Date”), is by and among Echo Bridge Capital Management, LLC, a Delaware limited liability company, and North Hampton Partners Corporation, a Delaware corporation, jointly and severally (collectively, the “Assignor”), Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Assignee”).
