DICE THERAPEUTICS, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 13, 2021 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94103 (“Bank”), and (b) (i) DICE MOLECULES SV, INC., a Delaware corporation (“SV”) and (ii) DICE ALPHA, INC., a Delaware corporation (“Alpha”; together with SV, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 6th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of _____________, 2021 is made by and between DICE Therapeutics, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
LEASE AGREEMENTLease Agreement • August 6th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 25 day of June, 2021, between ARE-EAST JAMIE COURT, LLC, a Delaware limited liability company (“Landlord”), and DiCE MOLECULES SV, INC., a Delaware corporation (“Tenant”).
DICE Therapeutics, Inc. Common Stock ($0.0001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • March 15th, 2023 • DICE Therapeutics, Inc. • Pharmaceutical preparations • New York
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 20th, 2023 • DICE Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 18, 2023, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Durning Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of DICE Therapeutics, Inc., a Delaware corporation (“Company”), set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 18, 2023, AMONG ELI LILLY AND COMPANY, DURNING ACQUISITION CORPORATION AND DICE THERAPEUTICS, INC.Agreement and Plan of Merger • June 20th, 2023 • DICE Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 18, 2023 (this “Agreement” and, such date, the “Agreement Date”), by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Durning Acquisition Corporation, a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and DICE Therapeutics, Inc., a Delaware corporation (the “Company”).
ContractPurchase Stock • August 11th, 2022 • DICE Therapeutics, Inc. • Pharmaceutical preparations • Delaware
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 6.3 AND 6.4 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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
September 7, 2021 Scott Robertson via email Dear Scott:DiCE MOLECULES HOLDINGS, LLC • September 9th, 2021 • Pharmaceutical preparations
This letter agreement amends and restates the offer letter between you and DICE Therapeutics, Inc. (the “Company”)1, dated March 26, 2016 (the “Prior Agreement”) effective [ ]2, 2021.
ContractDiCE MOLECULES HOLDINGS, LLC • August 25th, 2021 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE UNITS 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.
DICE MOLECULES HOLDINGS, LLC WARRANT TO PURCHASE SERIES B PREFERRED UNITSDiCE MOLECULES HOLDINGS, LLC • August 25th, 2021 • Pharmaceutical preparations • California
This certifies that that for good and valuable consideration, receipt of which is hereby acknowledged, JMP Securities LLC or its registered assigns (“Holder”) is entitled, subject to the terms and conditions of this Warrant, to purchase from DiCE Molecules Holdings, LLC, a Delaware limited liability company (the “Company”), at a price per unit equal to the Warrant Price (as defined below), at any time prior to the Expiration Date (as defined below), up to Two Hundred Fifty-Six Thousand Ten (256,010) Warrant Units (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of an amount equal to the product obtained by multiplying the Warrant Price by the number of Warrant Units so purchased in lawful money of the United States or, if permitted, by an election to net exercise as set forth in Section 2.6 hereof. The Warrant Price and the number
DICE MOLECULES HOLDINGS, LLC AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 27th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT(the “Agreement”) is entered into as of the 20 day of August, 2021, by and among DiCE Molecules Holdings, LLC, a Delaware limited liability company (the “Company”), the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 5.10 hereof.
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DICE MOLECULES HOLDINGS, LLC (a Delaware limited liability company)Limited Liability Company Agreement • September 9th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations • Delaware
DICE THERAPEUTICS, INC. (a Delaware corporation) 8,219,178 Shares of Common Stock UNDERWRITING AGREEMENTExecution Version • October 13th, 2022 • DICE Therapeutics, Inc. • Pharmaceutical preparations • New York
JOINDER AND FIRST AMENDMENT to Loan and security agreementLoan and Security Agreement • August 11th, 2022 • DICE Therapeutics, Inc. • Pharmaceutical preparations
This Joinder and First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 27th day of June, 2022, by and among (a) Silicon Valley Bank (“Bank”) and (b) (i) DICE MOLECULES SV, INC., a Delaware corporation (“SV”), (ii) DICE ALPHA, INC., a Delaware corporation (“Alpha”, and together with SV, “Existing Borrower”), and (iii) DICE THERAPEUTICS, INC., a Delaware corporation (“Therapeutics” and “New Borrower”) (New Borrower and Existing Borrower, are jointly and severally, individually and collectively, the “Borrower”) whose address is 279 E. Grand Avenue, Suite 300, South San Francisco, California 94080.
AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT between AVENTIS INC. and DICE MOLECULES SV, LLC Dated as of December 17, 2015 Amended and Restated August 16, 2017License and Collaboration Agreement • August 6th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations • Delaware
This Amended and Restated License and Collaboration Agreement (the “Agreement”) is made and entered into effective as of December 17, 2015 (the “Effective Date”) by and between DiCE Molecules SV, LLC, a Delaware limited liability company (“DiCE”), and Aventis Inc., a corporation organized and existing under the laws of Pennsylvania, having offices at 55 Corporate Drive in Bridgewater, New Jersey 08807 (“Sanofi”). DiCE and Sanofi are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • September 9th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [Name] (the “Executive”) and DICE Therapeutics, Inc., a Delaware corporation (the “Company”), effective as of (the “Effective Date”).
FIRST AMENDMENT TO SUBLEASESublease • August 6th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made as of the 18th day of June 2021, by and between INSITRO, INC., a Delaware corporation (“Sublandlord”) and DICE MOLECULES SV, INC., a Delaware corporation (“Subtenant”), with reference to the following facts and objectives:
SUBLEASE COMMENCEMENT AGREEMENTSublease Commencement Agreement • August 6th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations
Re: Commencement Agreement with respect to that certain Sublease dated as of March 1, 2019, by and between INSITRO, INC., a Delaware corporation, as Sublandlord, and DiCE Molecules SV, Inc., a Delaware corporation, as Subtenant, for approximately 19,532 rentable square feet of space on the third floor of the building located at 279 East Grand Avenue, South San Francisco, California.
SUBLEASE (279 East Grand Avenue—Suite 330)Sublease • August 6th, 2021 • DiCE MOLECULES HOLDINGS, LLC • Pharmaceutical preparations
THIS SUBLEASE (this “Sublease”), dated for reference purposes only as of March 1, 2019 (the “Execution Date”), is made by and between INSITRO, INC., a Delaware corporation (“Sublandlord”), and DICE MOLECULES SV, INC., a Delaware corporation (“Subtenant”).
September 24, 2021 Timothy Lu, PhD, MD Via Email Dear Dr. Lu:DICE Therapeutics, Inc. • March 15th, 2023 • Pharmaceutical preparations
This letter agreement amends and restates the offer letter between you and DICE Therapeutics, Inc. (the “Company”)1, dated July 23, 2020 (the “Prior Agreement”) effective [ ]2, 2021.
