Underwriting AgreementUnderwriting Agreement • January 23rd, 2020 • Blueprint Medicines Corp • Pharmaceutical preparations • New York
Blueprint Medicines Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,710,144 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 706,521 additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ContractBlueprint Medicines Corp • March 23rd, 2015 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2022 • Blueprint Medicines Corp • Pharmaceutical preparations • Massachusetts
This Amended & Restated Employment Agreement (“Agreement”) is between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Philina Lee (the “Executive”) and is effective as of April 4, 2022 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2017 • Blueprint Medicines Corp • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is dated as of November 22, 2017 (the “Effective Date”), between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Michael Landsittel (the “Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2021 • Blueprint Medicines Corp • Pharmaceutical preparations
This First Amendment to Employment Agreement (this “First Amendment”) is entered into as of December 22, 2021 (the “Amendment Effective Date”), between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Chris Murray (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
FINANCING AGREEMENT dated as of June 30, 2022 among BLUEPRINT MEDICINES CORPORATION, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, AND TAO TALENTS, LLC, as Administrative AgentFinancing Agreement • August 2nd, 2022 • Blueprint Medicines Corp • Pharmaceutical preparations • New York
This FINANCING AGREEMENT, dated as of June 30, 2022, is entered into by and among BLUEPRINT MEDICINES CORPORATION, a Delaware corporation (“Company” or “Borrower”), and certain Subsidiaries of Borrower, as Guarantors, the Lenders from time to time party hereto, and TAO Talents, LLC (“TAO Talents”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”).
BLUEPRINT MEDICINES CORPORATION SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 23rd, 2015 • Blueprint Medicines Corp • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of November 7, 2014, by and among Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Person who becomes a party to this Agreement in accordance with Sections 6.1 or 6.9 hereof.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE BLUEPRINT MEDICINES CORPORATIONNon-Qualified Stock Option Agreement • February 16th, 2023 • Blueprint Medicines Corp • Pharmaceutical preparations • Delaware
Name of Optionee: %%FIRST_NAME%-% %%LAST_NAME%-% No. of Option Shares: %%TOTAL_SHARES_GRANTED,'999,999,999'%-% Option Exercise Price per Share: %%OPTION_PRICE%-% Grant Date: %%OPTION_DATE%-% Expiration Date: %%EXPIRE_DATE_PERIOD1%-%
LEASE FOR 38 SIDNEY STREET Cambridge, Massachusetts LANDLORD THIRTY-EIGHT SIDNEY STREET LIMITED PARTNERSHIP TENANT BLUEPRINT MEDICINES CORPORATIONLease • March 23rd, 2015 • Blueprint Medicines Corp • Pharmaceutical preparations
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2021 • Blueprint Medicines Corp • Pharmaceutical preparations
This Second Amendment to Employment Agreement (this “Second Amendment”) is entered into as of December 22, 2021 (the “Amendment Effective Date”), between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Debra Durso-Bumpus (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2022 • Blueprint Medicines Corp • Pharmaceutical preparations
This Second Amendment to Employment Agreement (this “Second Amendment”) is dated as of September 23, 2022 (the “Second Amendment Effective Date”), between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Ariel Hurley (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES UNDER THE BLUEPRINT MEDICINES CORPORATIONRestricted Stock Unit Award Agreement • February 16th, 2023 • Blueprint Medicines Corp • Pharmaceutical preparations • Delaware
Pursuant to the Blueprint Medicines Corporation 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Blueprint Medicines Corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above subject to the terms and conditions in this Restricted Stock Unit Award Agreement, including the Privacy Notice attached hereto as Exhibit A, the General Terms and Conditions for Non-U.S. Grantees attached hereto as Exhibit B and any Country-Specific Terms and Conditions for the Grantee’s country attached hereto as Exhibit C (collectively, the “Agreement”), and in the Plan. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share, of the Company (the “Stock”).
Blueprint Medicines Corporation Common Stock SALES AGREEMENT Sales Agreement • July 31st, 2020 • Blueprint Medicines Corp • Pharmaceutical preparations • New York
Blueprint Medicines Corporation, a Delaware Corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
ContractInvestor Rights Agreement • March 23rd, 2015 • Blueprint Medicines Corp • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
BLUEPRINT MEDICINES CORPORATION FORM OF DIRECTOR INDEMNIFICATION AGREEMENTBlueprint Medicines • March 23rd, 2015 • Blueprint Medicines Corp • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
Collaboration and License AgreementCollaboration and License Agreement • July 22nd, 2016 • Blueprint Medicines Corp • Pharmaceutical preparations • New York
with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. ("Roche US"; Roche Basel and Roche US together referred to as "Roche")
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2022 • Blueprint Medicines Corp • Pharmaceutical preparations
This First Amendment to Amended and Restated Employment Agreement (the “First Amendment”) is dated as of September 23, 2022 (the “First Amendment Effective Date”), between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Christina Rossi (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2019 • Blueprint Medicines Corp • Pharmaceutical preparations
This First Amendment to Employment Agreement (this “Amendment”) is dated as of January 30, 2019, between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Michael Landsittel (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below). This Amendment is effective as of January 30, 2019 (the “Amendment Effective Date”).
BLUEPRINT MEDICINES CORPORATION SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENTAdoption Agreement • March 23rd, 2015 • Blueprint Medicines Corp • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made and entered into as of November 7, 2014, by and among Blueprint Medicines Corporation, a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”) and Series B Preferred Stock, $0.001 par value per share (“Series B Preferred Stock” each holder of the Company’s Series C Preferred Stock, $0.001 par value per share (“Series C Preferred Stock,” and together with the Series A Preferred Stock and the Series B Preferred Stock, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 8.2(a) and 8.3 below and any subsequent purchasers of Series C Preferred Stock who become parties hereto as “Investors” pursuant to Section 8.2(a)) below, the “Investors”) and those certain stockholders of the Company listed on Schedule B (
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 11th, 2016 • Blueprint Medicines Corp • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 24, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and BLUEPRINT MEDICINES CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • July 22nd, 2016 • Blueprint Medicines Corp • Pharmaceutical preparations • Delaware
This Master Collaboration Agreement (this “Agreement”) is effective March 1, 2016, (the “Effective Date”), by and between Ventana Medical Systems, Inc., a Delaware corporation with offices located at 1910 E. Innovation Park Drive, Tucson, AZ 85755 USA (“Ventana”), and Blueprint Medicines Corporation, a Delaware corporation with offices located at 38 Sidney Street, Suite 200, Cambridge, MA 02139 USA (“Blueprint”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2019 • Blueprint Medicines Corp • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is dated as of March 6, 2019 (the “Effective Date”), between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Ariel Hurley (the “Executive”).
FIRST AMENDMENT OF LEASELease • September 25th, 2018 • Blueprint Medicines Corp • Pharmaceutical preparations
THIS FIRST AMENDMENT OF LEASE (the “Amendment”) made and entered into as of September 19, 2018 (the “Effective Date”) by and between UP 45/75 SIDNEY STREET, LLC, a Delaware limited liability company (“Landlord”); and BLUEPRINT MEDICINES CORPORATION, a Delaware corporation (“Tenant”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR CONSULTANTS UNDER BLUEPRINT MEDICINES CORPORATIONNon-Qualified Stock Option Agreement • August 1st, 2018 • Blueprint Medicines Corp • Pharmaceutical preparations
Pursuant to the Blueprint Medicines Corporation 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Blueprint Medicines Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
LEASE FOR 45 SIDNEY STREET Cambridge, MassachusettsNon-Disturbance Agreement • May 3rd, 2017 • Blueprint Medicines Corp • Pharmaceutical preparations
NINTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • February 17th, 2021 • Blueprint Medicines Corp • Pharmaceutical preparations • New York
This Ninth Amendment (this “Ninth Amendment”), effective January 8, 2021 (“Ninth Amendment Effective Date”), is by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424 U.S.A. (together referred to as “Roche”), and Blueprint Medicines Corporation, with a principal place of business at 45 Sidney Street, Cambridge, Massachusetts 02139 U.S.A. (“BPM”). Capitalized terms used and not otherwise defined in this Ninth Amendment shall have the meanings set forth in the Agreement (as defined below).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 11th, 2016 • Blueprint Medicines Corp • Pharmaceutical preparations • Massachusetts
This Change in Control Agreement (“Agreement”) is dated as of March 10, 2016 (the “Effective Date”), between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Michael Landsittel (the “Employee”).
LICENSE AGREEMENT by and between Blueprint Medicines Corporation and Clementia Pharmaceuticals, Inc. Dated as of October 15, 2019License Agreement • November 5th, 2019 • Blueprint Medicines Corp • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is effective as of October 15, 2019 (the “Effective Date”), by and between Blueprint Medicines Corporation, a Delaware corporation with offices at 45 Sidney Street, Cambridge, MA, 02139 U.S.A. (“Blueprint”), and Clementia Pharmaceuticals, Inc., 1000 de la Gauchetière Street West, Suite 1200, Montreal, QC, H3B 4W5, Canada (“Clementia”). Blueprint and Clementia are each sometimes referred to herein as a “Party” or collectively as the “Parties.” Capitalized terms used but not defined in this paragraph and the Recitals below will have the meanings ascribed to such terms in Article 1 or elsewhere in this Agreement.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2023 • Blueprint Medicines Corp • Pharmaceutical preparations
This Third Amendment to Employment Agreement (this “Third Amendment”) between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Chris Murray (the “Executive”), is effective as of January 1, 2023 (the “Third Amendment Effective Date”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • July 28th, 2021 • Blueprint Medicines Corp • Pharmaceutical preparations
This Second Amendment, effective April 27, 2016 (“Effective Date”), is by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (together referred to as “Roche”) and Blueprint Medicines, located at 38 Sidney Street, Cambridge, Massachusetts 02139 (“Blueprint”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2022 • Blueprint Medicines Corp • Pharmaceutical preparations
This Second Amendment to Employment Agreement (this “Second Amendment”) is dated as of September 23, 2022 (the “Second Amendment Effective Date”), between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Percy Carter Ph. D., MBA (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE BLUEPRINT MEDICINES CORPORATIONNon-Qualified Stock Option Agreement • February 16th, 2023 • Blueprint Medicines Corp • Pharmaceutical preparations • Delaware
Name of Optionee: %%FIRST_NAME%-% %%LAST_NAME%-% No. of Option Shares: %%TOTAL_SHARES_GRANTED,'999,999,999'%-% Option Exercise Price per Share: %%OPTION_PRICE%-% Vesting Start Date: %%VEST_BASE_DATE%-% Grant Date: %%OPTION_DATE%-% Expiration Date: %%EXPIRE_DATE_PERIOD1%-%
Certain information in this document has been omitted from this exhibit because it is bothMutual Termination Agreement • May 4th, 2023 • Blueprint Medicines Corp • Pharmaceutical preparations
This Mutual Termination Agreement (this “Termination Agreement”), effective April 30, 2023 (“Termination Effective Date”), is by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424 U.S.A. (together referred to as “Roche”), and Blueprint Medicines Corporation, with a principal place of business at 45 Sidney Street, Cambridge, Massachusetts 02139 U.S.A. (“BPM”). Capitalized terms used and not otherwise defined in this Termination Agreement shall have the meanings set forth in the Agreement (as defined below).
FOURTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • February 26th, 2019 • Blueprint Medicines Corp • Pharmaceutical preparations • New York
This Fourth Amendment (this “Amendment”), effective February 25, 2019 (“Fourth Amendment Effective Date”), is by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (together referred to as “Roche”) and Blueprint Medicines Corporation, located at 45 Sidney Street, Cambridge, Massachusetts 02139 U.S.A. (“BPM”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR CONSULTANTS UNDER BLUEPRINT MEDICINES CORPORATIONRestricted Stock Unit Award Agreement • August 1st, 2018 • Blueprint Medicines Corp • Pharmaceutical preparations
Pursuant to the Blueprint Medicines Corporation 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Blueprint Medicines Corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.
