LICENSE AGREEMENTLicense Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • New York
For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation and regulation of the powers of the Company, of its directors and of its stockholders or any class thereof as the case may be, it is further provided that:
LICENSE AGREEMENT BETWEEN LUMENA PHARMACEUTICALS, INC. AND SATIOGEN PHARMACEUTICALS, INC. EFFECTIVE AS OF FEBRUARY 8, 2011License Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of February 8, 2011 (the “Effective Date”), by and between Lumena Pharmaceuticals, Inc. (“Licensee”), a corporation organized and existing under the laws of the State of Delaware, and Satiogen Pharmaceuticals, Inc. (“Satiogen”), a corporation organized and existing under the laws of the State of Delaware. Licensee and Satiogen are sometimes referred to herein individually as a “Party” and collectively as “Parties.” The Parties agree as follows:
Shire AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc.
THIS AMENDMENT NO. 1, effective as of June 26, 2015 below (the “Effective Date”), is to that certain License Agreement, dated as of September 27, 2012, by and between SHIRE ORPHAN AND RARE DISEASE GMBH (successor in interest of Lumena Pharmaceuticals, Inc.), having a principal place of business at Zahlerweg 10, CH-6300 Zug, Swizterland (“Shire”) and SANOFI-AVENTIS DEUTSCHLAND GMBH, with a principal place of business at 65926 Frankfurt am Main, Germany (“Sanofi”) whereby Sanofi has granted to Shire an exclusive worldwide license under certain Sanofi’s intellectual property related to SAR-548304 in order for Shire to develop, manufacture and commercialize Licensed Products containing said SAR-548304 (the “Agreement”).
MIRUM PHARMACEUTICALS, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of November 5, 2018 by and among Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional investor that becomes a party to this Agreement in accordance with Section 7.10 hereof, and Shire International GmbH (“Shire”), provided that Shire shall only be party to this Agreement for the limited purposes of Subsection 2.1, Subsection 2.4 (in the capacity as an Investor) and Subsections 3.2 and 3.11 (in the capacity as a Holder), and, for the avoidance of doubt, shall not have any rights as an Investor for purposes of Subsections 2.2 and 2.3, Subsection 3.1, Section 4 and Section 5.
ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • New York
This Assignment and License Agreement (this “Agreement”) is made and entered into as of November 5, 2018 (the “Effective Date”) by and between Mirum Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (“Mirum”), and Shire International GmbH, a company organized under the laws of Switzerland (“Shire”). Mirum and Shire are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • New York
This Transition Services Agreement (this “Agreement”) is dated as of January 28, 2019 (the “Execution Date”), by and between Mirum Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (“Mirum”), and Shire International GmbH, a company organized under the laws of Switzerland (“Shire”). Mirum and Shire may be referred to herein individually as a “Party” and together as the “Parties”.
