20,000,000 Ordinary Shares Wave Life Sciences Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2023 • Wave Life Sciences Ltd. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMWave Life Sciences Ltd. • May 10th, 2019 • Pharmaceutical preparations • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 23rd, 2023 • Wave Life Sciences Ltd. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”), made and entered into as of November 8, 2022, by and between Wave Life Sciences USA, Inc., a Delaware corporation (“Company”) and a wholly owned subsidiary of Wave Life Sciences Ltd., a Singapore corporation (the “Parent Company”), and Chris Francis (“Executive”).
THIS AGREEMENT dated 23rd September, 2015 is made BETWEEN:Agreement • November 6th, 2015 • Wave Life Sciences Ltd. • Pharmaceutical preparations
INVESTOR AGREEMENT By and Between GLAXO GROUP LIMITED AND WAVE LIFE SCIENCES LTD. Dated as of January 26, 2023Investor Agreement • March 23rd, 2023 • Wave Life Sciences Ltd. • Pharmaceutical preparations • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 15th, 2016 • Wave Life Sciences Ltd. • Pharmaceutical preparations • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of May 5, 2016 (the “Effective Date”) is made by and between WAVE Life Sciences Ltd., a Singapore public limited company (the “Company”), and C.P. Pharmaceuticals International C.V., a Netherlands limited partnership (commanditaire vennootschap) having its seat at Rotterdam, The Netherlands, registered with the Trade Register held by the Chamber of Commerce of Rotterdam, the Netherlands, under number 24280998, represented by its general partners, Pfizer Manufacturing LLC, a limited liability company organized under the laws of the State of Delaware, U.S.A. (“PM LLC”), and Pfizer Production LLC, a limited liability company organized under the laws of the State of Delaware, U.S.A. (“PP LLC” and, together with PM LLC, the “General Partners”) (the General Partners acting for and on behalf of C.P. Pharmaceuticals International C.V., collectively, the “Purchaser”).
AMENDMENT NO. 1 TO OPEN MARKET SALE AGREEMENT March 2, 2020Open Market Sale Agreement • March 2nd, 2020 • Wave Life Sciences Ltd. • Pharmaceutical preparations
This Amendment No. 1 (“Amendment No. 1”) amends that certain Open Market Sale AgreementSM, dated as of May 10, 2019 (the “Agreement”), by and between Wave Life Sciences Ltd. (the “Company”) and Jefferies LLC, as sales agent and/or principal (the “Agent”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.
ONTORII, INC. CONSULTING AGREEMENTConsulting Agreement • September 4th, 2015 • Wave Life Sciences Pte LTD • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (this “Agreement”) is made and entered into effective as of the 1st of April, 2012 (the “Effective Date”) by and between Ontorii, Inc., a Delaware corporation with its principal place of business at 419 Western Avenue, Boston, Mass. 02135 (the “Company”), and Greg Verdine an individual with his principal place of business at [Address] (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
Second Amendment To Collaboration and License AgreementSecond Amendment • March 3rd, 2022 • Wave Life Sciences Ltd. • Pharmaceutical preparations
This Second Amendment (this “Second Amendment”) to the Collaboration Agreement (as defined below) is entered into as of October 15, 2021 (“Second Amendment Effective Date”) by and among Wave Life Sciences USA, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Wave US”), Wave Life Sciences UK Limited, a private limited company incorporated under the laws of England and Wales (“Wave UK”, and together with Wave US, “Wave”), and Takeda Pharmaceutical Company Limited, a corporation organized and existing under the Laws of Japan (“Takeda”). Wave and Takeda are referred to in this Agreement individually as a “Party” and collectively as the “Parties”. Capitalized terms that are not defined herein will have the meanings ascribed to them in the Collaboration Agreement.
Collaboration And License Agreement by and among Wave Life Sciences USA, Inc., Wave Life Sciences UK Limited and GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 3) LIMITED December 13, 2022Collaboration and License Agreement • March 23rd, 2023 • Wave Life Sciences Ltd. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), entered into as of December 13, 2022 (the “Execution Date”), is entered into by and among Wave Life Sciences USA, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Wave US”), Wave Life Sciences UK Limited, a private limited company incorporated under the laws of England and Wales (“Wave UK”, and together with Wave US, “Wave”), and GlaxoSmithKline Intellectual Property (No. 3) Limited, a company existing under the laws of England, with offices at 980 Great West Road, Brentford, Middlesex, TW8 9GS (“GSK”). Wave and GSK are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Lexington, Massachusetts 02421 (the “Building”) FIRST AMENDMENTWave Life Sciences Ltd. • January 6th, 2017 • Pharmaceutical preparations
WHEREAS, Tenant desires to lease additional space in the Building, to wit, the Additional Premises, upon the terms and conditions hereinafter set forth; and
WAVE LIFE SCIENCES LTD. Incentive Share Option AgreementIncentive Share Option Agreement • November 9th, 2016 • Wave Life Sciences Ltd. • Pharmaceutical preparations
This Incentive Share Option Agreement (this “Agreement”) is made and entered into as of the Grant Date by and between WAVE Life Sciences Ltd., a company incorporated in Singapore (the “Company”), and the “Participant” (as set forth below).
Harvard Real Estate Services ● Holyoke Center, Suite 800 Cambridge, Massachusetts 02138-3826 LEASE Between HARVARD REAL ESTATE – ALLSTON, INC. as Landlord and SNBL USA, LTD. as Tenant Dated as of June 25, 2009Lease • September 4th, 2015 • Wave Life Sciences Pte LTD • Pharmaceutical preparations
Premises: Approximately 4,348 rentable square feet located in the Building, as shown on Exhibit D attached thereto. At any time prior to the Rent Commencement Date, Tenant reserves the right, at Tenant’s sole cost and expense, to have the Premises re-measured, using the BOMA standard for measuring office space, and to submit any proposed recalculation of the Premises rentable square footage to Landlord for Landlord’s review and approval, not to be unreasonably withheld, conditioned or delayed. In the event of an adjustment in the Premises rentable square footage, Landlord and Tenant shall each execute and deliver an amendment to this Lease, adjusting the rentable square footage, Tenant’s Proportionate Share, Basic Rent and the Tenant Improvement Allowance. In the event Landlord has paid to Tenant all or a portion of the Tenant Improvement Allowance as set forth in Section 10.2 hereof in an amount in excess of the adjusted Tenant Improvement Allowance, Tenant shall pay to Landlord, as A
CAMBRIDGE, MASSACHUSETTS (the “Building”) FIRST AMENDMENT (“First Amendment”)Wave Life Sciences Ltd. • March 4th, 2021 • Pharmaceutical preparations
LANDLORD: CPI/King 733 Concord Owner, LLC, a Delaware limited liability company (as successor-in-interest to King 733 Concord LLC, a Delaware limited liability company)
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2015 • Wave Life Sciences Pte LTD • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”), made and entered into this 10th day of March, 2015 (the “Effective Date”), by and between Wave Life Sciences Pte. Ltd., a company organized under the laws of Singapore (“Company”), and Roberto Guerciolini (“Executive”).
First Amendment To Collaboration and License AgreementCollaboration and License Agreement • May 12th, 2022 • Wave Life Sciences Ltd. • Pharmaceutical preparations
This First Amendment (the “First Amendment”) to that certain Collaboration Agreement (as defined below) is entered into as of August 4, 2020 (“First Amendment Effective Date”) by and among Wave Life Sciences USA, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Wave US”), Wave Life Sciences UK Limited, a private limited company incorporated under the laws of England and Wales (“Wave UK”, and together with Wave US, “Wave”), and Takeda Pharmaceutical Company Limited, a corporation organized and existing under the Laws of the Japan (“Takeda”). Wave and Takeda are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms that are not defined herein shall have the meaning ascribed to them in the Collaboration Agreement.
WAVE LIFE SCIENCES LTD. AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENTRights Agreement • November 9th, 2018 • Wave Life Sciences Ltd. • Pharmaceutical preparations
This Amendment No. 1 to the Investors’ Rights Agreement (this “Amendment”) is made as of November 8, 2018, by and among Wave Life Sciences Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”) and the Investors (as defined in the Agreement (as defined below)) that are a party to the Agreement as of the date hereof (the “Investors”).
SHARE PURCHASE AGREEMENT By and Between GLAXO GROUP LIMITED AND WAVE LIFE SCIENCES LTD. Dated as of December 13, 2022Share Purchase Agreement • March 23rd, 2023 • Wave Life Sciences Ltd. • Pharmaceutical preparations • New York
AMENDMENT NO. 2 TO OPEN MARKET SALE AGREEMENT March 3, 2022Open Market Sale Agreement • March 3rd, 2022 • Wave Life Sciences Ltd. • Pharmaceutical preparations
This Amendment No. 2 (“Amendment No. 2”) amends that certain Open Market Sale AgreementSM, dated as of May 10, 2019, as amended by Amendment No. 1, dated as of March 2, 2020 (together, the “Agreement”), by and between Wave Life Sciences Ltd. (the “Company”) and Jefferies LLC, as sales agent and/or principal (the “Agent”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.
DEED OF INDEMNITYWave Life Sciences Pte LTD • September 4th, 2015 • Pharmaceutical preparations
Commercial Lease AgreementCommercial Lease Agreement • October 9th, 2015 • Wave Life Sciences Pte LTD • Pharmaceutical preparations • Massachusetts
This Commercial Lease Agreement (“Lease”) is made and effective January 1, 2010, by and between SNBL USA, Ltd. A Washington Corporation having a notice address of 6605 Merrill Creek Parkway, Everett, WA 98203 (“Landlord”) and Ontorii, Inc. a Delaware corporation having a notice address of 419 Western Ave. Boston MA 02135 (“Tenant”).
RESEARCH, LICENSE AND OPTION AGREEMENTResearch, License and Option Agreement • August 15th, 2016 • Wave Life Sciences Ltd. • Pharmaceutical preparations • New York
This research, license and option agreement (the “Agreement”) is entered into as of May 5th, 2016 (the “Effective Date”), by and between Pfizer Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 235 East 42nd Street, New York, NY 10017 (“Pfizer”) and WAVE Life Sciences Ltd., a Singapore corporation having a principal place of business at 733 Concord Avenue, Cambridge, MA 02138 (“Wave”). Pfizer and Wave may each be referred to herein individually as a “Party” and collectively as the “Parties.”
WAVE LIFE SCIENCES PTE. LTD. INVESTORS’ RIGHTS AGREEMENTRights Agreement • October 9th, 2015 • Wave Life Sciences Pte LTD • Pharmaceutical preparations
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 14th day of August, 2015, by and among Wave Life Sciences Pte. Ltd., a company incorporated in Singapore (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
Nasdaq Inducement Restricted Share Unit Award Grant Notice and Nasdaq Inducement Restricted Share Unit AgreementNasdaq Inducement Restricted Share Unit Agreement • November 10th, 2021 • Wave Life Sciences Ltd. • Pharmaceutical preparations
This Restricted Share Unit Award shall vest as follows provided the Participant remains in Continuous Service through the applicable vesting date:
Amendment 1 to the Commercial Lease AgreementCommercial Lease Agreement • October 9th, 2015 • Wave Life Sciences Pte LTD • Pharmaceutical preparations
This Amendment 1 to the Commercial Lease Agreement (“Lease”) is made and effective July 1, 2011, by and between SNBL USA, Ltd. a Washington Corporation having a notice address of 6605 Merrill Creek Parkway, Everett, WA 98203 (“Landlord”) and Ontorii, Inc., a Delaware corporation having a notice address of 419 Western Ave. Boston MA 02135 (“Tenant”).
WAVE LIFE SCIENCES LTD. 2014 EQUITY INCENTIVE PLAN Non-qualified Share Option AgreementNon-Qualified Share Option Agreement • November 9th, 2016 • Wave Life Sciences Ltd. • Pharmaceutical preparations
SHARE PURCHASE AGREEMENT By and Between TAKEDA PHARMACEUTICAL COMPANY LIMITED AND WAVE LIFE SCIENCES LTD. Dated as of February 19, 2018Share Purchase Agreement • May 9th, 2018 • Wave Life Sciences Ltd. • Pharmaceutical preparations • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of February 19, 2018, by and between Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan (the “Investor”), and Wave Life Sciences Ltd., a Singapore public limited company (the “Company”).
Amendment No. 1 to Research, License and Option Agreement (“Amendment No. 1”)Wave Life Sciences Ltd. • March 12th, 2018 • Pharmaceutical preparations
WHEREAS, the parties hereto desire to amend certain terms of the Agreement in order to provide for an extension of the period of time to nominate the Additional Programs,
CONSENT TO OFFICE SPACE SUBLEASEConsent Agreement • September 4th, 2015 • Wave Life Sciences Pte LTD • Pharmaceutical preparations
THIS CONSENT TO SUBLEASE (“Consent Agreement”) dated as of January 1, 2010, is made with reference to that certain sublease (the “Sublease”) dated January 1, 2010, by and between SNBL USA, Ltd., with an address at 6605 Merrill Creek Parkway, Everett, WA 98203 (“Tenant”) and Ontoril, Inc., with an address at 419 Western Ave., Boston, MA 02135 (“Subtenant”), and is entered into by and among Harvard Real Estate – Allston, Inc., with an address at c/o Harvard Real Estate Services, 1350 Massachusetts Avenue, Holyoke Center – Suite 800, Cambridge, Massachusetts 02138-3826 Massachusetts 02110 (together with its successors and assigns, “Landlord”), Tenant and Subtenant, with reference to the following facts:
Collaboration And License Agreement by and among Wave Life Sciences USA, Inc., Wave Life Sciences UK Limited and Takeda Pharmaceutical Company Limited February 19, 2018Collaboration and License Agreement • May 9th, 2018 • Wave Life Sciences Ltd. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), entered into as of February 19, 2018 (the “Execution Date”), is entered into by and among Wave Life Sciences USA, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Wave US”), Wave Life Sciences UK Limited, a private limited company incorporated under the laws of England and Wales (“Wave UK”, and together with Wave US, “Wave”), and Takeda Pharmaceutical Company Limited, a corporation organized and existing under the Laws of the Japan (“Takeda”). Wave and Takeda are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
MASTER SPONSORED RESEARCH AGREEMENTMaster Sponsored Research Agreement • October 9th, 2015 • Wave Life Sciences Pte LTD • Pharmaceutical preparations • Pennsylvania
THIS MASTER SPONSORED RESEARCH AGREEMENT (“Master Agreement”) is made and effective as of April 1, 2015 (the “Effective Date”), by and between WaVe Life Sciences PTE, Ltd with an office at 419 Western Avenue, Boston, Massachusetts, 02135 (“WaVe”), and The Children’s Hospital of Philadelphia, a Pennsylvania non-profit corporation with an office at 34th Street and Civic Center, Philadelphia, Pennsylvania 19104 (together with its affiliates “CHOP”). WaVe and CHOP are each hereafter referred to individually as a “Party” and together as the “Parties.”
Wave Life Sciences Ltd.Restricted Share Unit Agreement • November 9th, 2017 • Wave Life Sciences Ltd. • Pharmaceutical preparations
This Restricted Share Unit Award shall vest as follows provided the Participant remains in Continuous Service through the applicable vesting date:
Restricted Share Unit AgreementRestricted Share Unit Agreement • November 9th, 2016 • Wave Life Sciences Ltd. • Pharmaceutical preparations
This Restricted Share Unit Agreement (this “Agreement”) is made and entered into as of , 20 by and between WAVE Life Sciences Ltd., a company incorporated in Singapore (the “Company”) and (the “Participant”).
CONFIDENTIAL CO-EXCLUSIVE LICENSE AGREEMENT between Max-Planck-Innovation GmbH a German corporation having a principal place of business at Amalienstr. 33, 80799 Muenchen, Germany - hereinafter “MI” - and Wave Life Sciences PTE, Ltd. a Singapore...License Agreement • October 9th, 2015 • Wave Life Sciences Pte LTD • Pharmaceutical preparations
The Max-Planck-Gesellschaft zur Foerderung der Wissenschaften e.V. (hereinafter “MPG”) is a German non-profit scientific research organisation. At the Max-Planck-Institute for Biophysical Chemistry in Goettingen (“MPI-BC”), a research institute of MPG, Dr. Thomas Tuschl and other scientists of MPI-BC have discovered the sequence and structural features of single-stranded RNA molecules required to mediate target-specific nucleic acid modifications by RNA interference ([***]). The aforementioned invention was funded by the German government. MPG has filed certain Patent Rights (as later defined herein) relating thereto.
