5,300,000 Shares CLEMENTIA PHARMACEUTICALS INC. COMMON SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2018 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Leerink Partners LLC (“Leerink” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Clementia Pharmaceuticals, Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), pursuant to a Registration Statement on Form F-3 (File No. 333-227726) (the “Registration Statement”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of common shares (the “Shares”) of the Company (the “Common Shares”).
CLEMENTIA PHARMACEUTICALS INC. $40,000,000 of Common Shares (No par value per share) SALES AGREEMENTSales Agreement • October 22nd, 2018 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Clementia Pharmaceuticals Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • March 6th, 2019 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations
WHEREAS Shareholder is the beneficial owner of 2,706,283 common shares (the "Subject Securities") in the share capital of Clementia Pharmaceuticals Inc., a corporation incorporated under the Canada Business Corporations Act ("Corporation"); and
11188291 CANADA INC.Arrangement Agreement • February 25th, 2019 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations
EMPLOYMENT AGREEMENT BETWEEN CLEMENTIA PHARMACEUTICALS USA INC. AND MR. JEFF PACKMANEmployment Agreement • July 21st, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
CLEMENTIA PHARMACEUTICALS USA INC., a corporation incorporated under the laws of the state of Delaware, herein represented by Dr. Donna Grogan, President, duly authorized for the purposes hereof as she so declares (the “Corporation”),
RIVERSIDE CENTER TWO RIVERSIDE CENTER NEWTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN HINES GLOBAL REIT RIVERSIDE CENTER, LLC, a Delaware limited liability company (“LANDLORD”) AND CLEMENTIA PHARMACEUTICALS USA, INC., a Delaware corporation...Office Lease Agreement • March 29th, 2019 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations
Without in any way limiting Landlord’s obligations to perform the Landlord Work, Landlord shall deliver the Premises to Tenant so that they satisfy the following conditions (“Delivery Conditions”): free of all tenancies, with all Base Building Systems, as hereinafter defined, serving the Premises in good working order and condition and in full compliance with all laws, building codes, and ordinances which govern the use and occupancy of office buildings with respect to the Premises. “Base Building Systems” shall include the structural portions of the Building, the public restrooms, elevators, and the Building HVAC, mechanical, electrical, plumbing, fire and life safety systems and equipment located in the internal core of the Building on the floor on which the Premises is located.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN CLEMENTIA PHARMACEUTICALS INC. AND DR. CLARISSA DESJARDINS MADE AS OF , 2017Employment Agreement • July 21st, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • Quebec
CLEMENTIA PHARMACEUTICALS INC., a corporation incorporated under the laws of Canada, having its head office at 4150 Sainte-Catherine Street West, Suite 550, Montreal, Quebec, H3Z 2YA, Canada, herein acting and represented by David Bonita, duly authorized for the purposes hereof as he so declares (the “Corporation”),
ContractExclusive License Agreement • June 7th, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Confidential Information omitted and filed separately with the Securities and Exchange Commission. Five asterisks denote omissions.
COMMERCIAL SPONSORED RESEARCH AGREEMENTCommercial Sponsored Research Agreement • June 7th, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AGREEMENT is entered into this 21sr day of June, 2016 (the “Effective Date”) by Sanford Burnham Prebys Medical Discovery Institute, a California not-for-profit public benefit corporation with an address at 10901 N. Torrey Pines Road, La Jolla, California 92037 (“Institute”) and Clementia Pharmaceuticals, Inc., a privately held biopharmaceutical company with an address at 4150 Sainte-Catherine St West, Suite 550, Montreal, Quebec, H3Z 2Y5, Canada (hereinafter refe1Ted to as “Sponsor”).
AMENDMENT NO. 1 TO THE EXCLUSIVE LICENSE AGREEMENTThe Exclusive License Agreement • March 29th, 2019 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the Exclusive License Agreement dated March 29, 2017 (the “Agreement”), is executed as of 07 December, 2018 (the “Amendment Effective Date”), by and between Galderma Research & Development SNC, a société en nom collectif organized under the laws of France having its principal address at Les Templiers, 2400 route des Colles, 06410 Biot, France (“Galderma”), and Clementia Pharmaceuticals Inc., a corporation organized under the federal laws of Canada having its principal address of 4150 Saint Catherine West, Suite 550, Montreal, Quebec, Canada H3Z2Y5 (“Clementia”). Each of Galderma and Clementia is sometimes referred to individually herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
ContractConsultancy Agreement • June 30th, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
Confidential Information omitted and filed separately with the Securities and Exchange Commission. Five asterisks denote omissions.
Confidential Information omitted and filed separately with the Securities and Exchange Commission. Five asterisks denote omissions.Exclusive License Agreement • June 7th, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of March 29, 2017 (the “Effective Date”) by and between Galderma Research & Development SNC, a société en nom collectif organized under the laws of France having its principal address of Les Templiers, 2400 route des Colles, 06410 Biot, France (“Galderma”), and Clementia Pharmaceuticals Inc., a corporation organized under the federal laws of Canada having its principal address of 4150 Saint-Catherine West, Suite 550, Montreal, Canada H3Z 2Y5 (“Clementia”). Each of Galderma and Clementia is sometimes referred to individually herein as a “Party” and collectively the “Parties”.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
WHEREAS certain of the Investors are parties to an Amended and Restated Registration Rights Agreement dated as of June 22, 2015 by and among the Corporation and such Investors (the “Prior Agreement” and such Investors, the “Existing Investors”);
COMMERCIAL SPONSORED RESEARCH AGREEMENTCommercial Sponsored Research Agreement • June 30th, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AGREEMENT is entered into this 21sr day of June, 2016 (the “Effective Date”) by Sanford Burnham Prebys Medical Discovery Institute, a California not-for-profit public benefit corporation with an address at 10901 N. Torrey Pines Road, La Jolla, California 92037 (“Institute”) and Clementia Pharmaceuticals, Inc., a privately held biopharmaceutical company with an address at 4150 Sainte-Catherine St West, Suite 550, Montreal, Quebec, H3Z 2Y5, Canada (hereinafter refe1Ted to as “Sponsor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 21st, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
enter into this Agreement, and in so doing affirm that they intend that all the provisions of this Agreement be given legal effect to the full extent permitted by applicable law.
AGREEMENT FOR FEE-PER-SERVICEPer-Service • June 7th, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations
This Agreement for fee-per-service (this “Agreement’) is effective by and between Clementia Pharmaceuticals, Inc., a privately held biopharmaceutical company with an address at 4150 Sainte-Catherine St. West, Suite 550, Montreal, Quebec, H3Z 2Y5, in the person of Clarissa Desjardins, PhD, CEO (“Clementia”), and Istituto Ortopedico Rizzoli, a public institution with registered office in Bologna, Via di Barbiano n. 1/10 (CAP. 40136), Tax ID and VAT n. 00302030374, in the person of the Chief of SC Amministrazione della Ricerca, Dr. Pierpaola D’Alessandro, [*****], authorized to the signature of this Agreement on behalf of Legal Representative, by IOR Resolution nr. 199 of 2016, Aug 1st (“Rizzoli”/“IOR”) hereafter referred as “Party”/“Parties”.
Palovarotene Program Consultancy AGREEMENT between Clementia Pharmaceuticals Inc., 4150 Ste-Catherine St West, suite 550, Montreal Quebec H3Z 2Y5 Canada and Luca Sangiorgi, MD PhD Vicolo Malgrado 9, 40125 Bologna ItalyPalovarotene Program Consultancy Agreement • June 7th, 2017 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
SUB-SUBLEASESub-Sublease • March 29th, 2019 • Clementia Pharmaceuticals Inc. • Pharmaceutical preparations
AGREEMENT OF SUB-SUBLEASE (the “Sub-Sublease Agreement”), dated the 10 day of December 2018 by and between ANALYSIS GROUP LTD., having its head office at 1000 De La Gauchetière Street West, Suite 1200, in the City of Montreal, Province of Quebec, H3B 4W5 (hereinafter referred to as (“Sub-Sublandlord”) and CLEMENTIA PHARMACEUTICALS INC., having currently an office at 4150 Sainte-Catherine Street West, Montreal, Province of Quebec (hereinafter referred to as (“Sub-Subtenant”).
AGREEMENT FOR FEE-PER-SERVICEClementia Pharmaceuticals Inc. • June 30th, 2017 • Pharmaceutical preparations
This Agreement for fee-per-service (this “Agreement’) is effective by and between Clementia Pharmaceuticals, Inc., a privately held biopharmaceutical company with an address at 4150 Sainte-Catherine St. West, Suite 550, Montreal, Quebec, H3Z 2Y5, in the person of Clarissa Desjardins, PhD, CEO (“Clementia”), and Istituto Ortopedico Rizzoli, a public institution with registered office in Bologna, Via di Barbiano n. 1/10 (CAP. 40136), Tax ID and VAT n. 00302030374, in the person of the Chief of SC Amministrazione della Ricerca, Dr. Pierpaola D’Alessandro, [*****], authorized to the signature of this Agreement on behalf of Legal Representative, by IOR Resolution nr. 199 of 2016, Aug 1st (“Rizzoli”/“IOR”) hereafter referred as “Party”/“Parties”.
