INDEMNIFICATION AGREEMENTIndemnification Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
AGREEMENT AND PLAN OF MERGER among: Decibel Therapeutics, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Symphony Acquisition Sub, Inc., a Delaware corporation Dated as of August 8, 2023Agreement and Plan of Merger • August 9th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 8, 2023, by and among: Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”); Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Decibel Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • March 18th, 2022 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • New York
Decibel Therapeutics, Inc. STOCK OPTION AGREEMENTStock Option Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Decibel Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
NOTE: UNLESS THE SHARES ARE FULLY VESTED UPON GRANT, IT IS GENERALLY ADVISABLE FOR THE PARTICIPANT TO FILE 83(B) ELECTION.] DECIBEL THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLANRestricted Stock Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Agreement (the “Agreement”) is made this [____] day of [_____________], 20[ ], between Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), and [________________________] (the “Participant”).
Decibel Therapeutics, Inc. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This restricted stock award satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Missouri
THIS EXCLUSIVE LICENSE AGREEMENT (“AGREEMENT”) is made and entered into the date of last signature (“EFFECTIVE DATE”), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri (“UNIVERSITY”) and DECIBEL THERAPEUTICS, INC., a Delaware for-profit corporation having offices at 1325 Boylston Street, Suite 500, Boston, MA 02215 (“LICENSEE”). UNIVERSITY and LICENSEE may sometimes be referred to herein as a “PARTY” or “PARTIES” as the case may be.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. LICENSE AGREEMENT between THE...License Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • California
This license agreement (“Agreement”) is made effective October 03, 2019 (“Effective Date”), by and between The Regents of the University of California, a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”) and acting through its Office of Technology Management, University of California San Francisco (“UCSF”), 600 16th Street, Suite S-272, San Francisco, CA 94143 and Decibel Therapeutics, a Delaware corporation, having a principal place of business 1325 Boylston Street Suite 500, Boston, Massachusetts 02215 (“Licensee”).
VAN NESS BOSTON, MASSACHUSETTS LEASE FROM BOYLSTON WEST LLC TO DECIBEL THERAPEUTICS, INC.Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which Landlord and Tenant are the parties hereinafter named, and which relates to space in the building known as Van Ness, Boston, Massachusetts.
CONSULTING AGREEMENTConsulting Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
THIS CONSULTING AGREEMENT (together with its Schedule A, this “Agreement”) made as of February 1, 2020 (the “Effective Date”), is between Decibel Therapeutics, Inc., with a principal business address at 1325 Boylston St., Suite 500, Boston, MA 02215 USA (“Decibel”), and Steven H. Holtzman (“Consultant”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 9th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 8, 2023, is entered into by and among Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), Symphony Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and together with Parent and Purchaser, the “Parties” and each, a “Party”). 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).
Re: Decibel Therapeutics, Inc. Change in Control AgreementDecibel Therapeutics, Inc. • January 22nd, 2021 • Pharmaceutical preparations • Massachusetts
The Company desires to provide you with accelerated vesting of equity in the event of termination after a change in control (as defined herein) in certain circumstances. Accordingly, the Company agrees to provide a change in control benefit to you on the terms and conditions set forth in this Change in Control Agreement (the “Agreement”) between Decibel Therapeutics, Inc. (the “Company,” which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise) and (“you”), to be effective on ___________, 20[ ] (the “Effective Date”). Terms that are not defined herein where used appear on Exhibit A hereto. This benefit of stock is in lieu of any acceleration benefit that would otherwise be payable to you under any employment agreement between you and the Company, any severance pay plan maintained by the Company for the benefit of Company employees, or by statute. This Agreement does not represent an employment contract for any defin
DECIBEL THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 2, 2020Investors’ Rights Agreement • December 11th, 2020 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of November 2, 2020, by and among Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), and each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
Re: Decibel Therapeutics, Inc. Change in Control AgreementDecibel Therapeutics, Inc. • January 22nd, 2021 • Pharmaceutical preparations • Massachusetts
The Company desires to provide you with accelerated vesting of equity after a change in control (as defined herein) in certain circumstances. Accordingly, the Company agrees to provide a change in control benefit to you on the terms and conditions set forth in this Change in Control Agreement (the “Agreement”) between Decibel Therapeutics, Inc. (the “Company,” which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise) and (“you”), to be effective on the same day as your employment commences (the “Effective Date”). Terms that are not defined herein where used appear on Exhibit A hereto. This benefit of stock is in lieu of any acceleration benefit that would otherwise be payable to you under any employment agreement between you and the Company, any severance pay plan maintained by the Company for the benefit of Company employees, or by statute. This Agreement does not represent an employment contract for any definite t
CONSULTING AGREEMENTConsulting Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
THIS CONSULTING AGREEMENT (together with its Schedule A, this “Agreement”) made as of November 11, 2019 (the “Effective Date”), is between Decibel Therapeutics, Inc., with a principal business address at 1325 Boylston St., Suite 500, Boston, MA 02215 USA (“Decibel”), and Laurence Reid, PhD (“Consultant”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. STANDARD EXCLUSIVE LICENSE...Standard Exclusive License Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Florida
This Agreement is effective as of the last signature on this agreement, (the “Effective Date”) between the University of Florida Research Foundation, Incorporated, a nonstock, nonprofit Florida corporation (“UFRF”), and Decibel Therapeutics, Inc., a Corporation organized under the laws of the state of Delaware (“Licensee”).
SUBLEASE AGREEMENTSublease Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
THIS SUBLEASE AGREEMENT, dated June 20, 2019 (this “Sublease”), is entered into by and between United HealthCare Services, Inc., a Minnesota corporation (“Sublandlord”), and Decibel Therapeutics, Inc., a Delaware corporation (“Subtenant”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • September 25th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 25, 2023 (this “Agreement”), is entered into by and among Regeneron Pharmaceuticals, Inc., a New York Corporation (“Parent”), Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, as “Rights Agent”).
DECIBEL THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 9th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is entered into by and among Regeneron Pharmaceuticals, Inc., a New York Corporation (“Parent”), Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and [•], a [•], as Rights Agent.
SECOND AMENDMENT TO LICENSE AGREEMENT NO. A19433License Agreement • May 15th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
WHEREAS, the University of Florida Research Foundation, Inc., a not-for-profit corporation duly organized and existing under the laws of the State of Florida and having its principal office at 223 Grinter Hall, Gainesville, Florida, 32611, U.S.A. (hereinafter referred to as “UFRF”), and Decibel Therapeutics, Inc., a corporation duly organized under the laws of the State of Delaware, and having its principal office at 1325 Boylston Street, Suite 500, Boston, MA 02215 (hereinafter referred to as “Licensee”) entered into a license agreement effective October 29, 2020 (hereinafter “License Agreement”) as amended by the First Amendment effective June 13, 2022;
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 15th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Missouri
THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (“AGREEMENT”) is made and entered into the date of last signature (“A/R EFFECTIVE DATE”), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri (“UNIVERSITY”) and DECIBEL THERAPEUTICS, INC., a Delaware for-profit corporation having offices at 1325 Boylston Street, Suite 500, Boston, MA 02215 (“LICENSEE”). UNIVERSITY and LICENSEE may sometimes be referred to herein as a “PARTY” or “PARTIES” as the case may be.
SECOND Amendment to the EXCLUSIVE License AGREEMENT dated 8/26/2019Exclusive License Agreement • August 10th, 2022 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT to the Exclusive License Agreement dated August 26th, 2019, (“ORIGINAL LICENSE AGREEMENT”), is made the date of last signature (“SECOND AMENDMENT EFFECTIVE DATE”) by and between The Curators of the University of Missouri, a public corporation of the State of Missouri having an office at Technology Advancement Office, University of Missouri, 440a Bond Life Sciences Center, Columbia, MO 65211 (“UNIVERSITY”) and Decibel Therapeutics, Inc. a Delaware for-profit corporation having offices at 1325 Boylston Street, Suite 500, Boston, MA 02215 (“LICENSEE”). UNIVERSITY and LICENSEE may sometimes be referred to herein as a “Party” or “Parties” as the case may be.
Decibel Therapeutics, Inc. [________] Shares Common Stock ($0.001 par value per share) Underwriting AgreementDecibel Therapeutics, Inc. • February 8th, 2021 • Pharmaceutical preparations • New York
Form of Severance and Change in Control Benefits AgreementControl Benefits Agreement • August 10th, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Severance and Change in Control Benefits Agreement ((the “Agreement”) is entered into between Decibel Therapeutics, Inc. (the “Company,” which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise) and ______________(“you”) (collectively, the “Parties”), effective as of [insert date], 2021 (the “Effective Date”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. FIRST AMENDMENT TO THE LICENSE...License Agreement • February 3rd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT to the License Agreement dated August 26th, 2019 (“ORIGINAL LICENSE AGREEMENT”) is made the date of last signature (“FIRST AMENDMENT EFFECTIVE DATE”) by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri having an office at Technology Advancement Office, University of Missouri, Mizzou North, Room 706, 115 Business Loop 70 West, Columbia, MO 65211-8375 (“UNIVERSITY”) and Decibel Therapeutics, a Delaware for-profit corporation having offices at 1325 Boylston Street, Suite 500, Boston, MA 02215 (“LICENSEE”). UNIVERSITY and LICENSEE may sometimes be referred to herein as a “Party” or “Parties” as the case may be.
ContractLicense Agreement • August 10th, 2022 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions.
AMENDMENT NO. 2 TO THE LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • March 14th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT NUMBER 2 (“Amendment No. 2”), dated as of February 6, 2023 (the “Amendment No. 2 Effective Date”), is by and between REGENERON PHARMACEUTICALS, INC., a corporation organized under the laws of New York and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591 (“Regeneron”), and DECIBEL THERAPEUTICS, INC., a corporation organized under the laws of Delaware and having a place of business at 1325 Boylston Street, Suite 500, Boston, MA 02215 (“Decibel”) (with each of Regeneron and Decibel referred to herein individually as a “Party” and collectively as the “Parties”), and amends the License and Collaboration Agreement by and between Decibel and Regeneron, dated as of November 15, 2017 (the “Agreement”), as previously amended by Amendment Number 1 (“Amendment No.1”) thereto dated as of October 5, 2020 and modified by the Designation of Decibel Additional Targets dated as of January 12, 2018 and by Regeneron’s election in accordance with
