FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2013, by and between Acceleron Pharma Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. COLLABORATION, LICENSE AND OPTION AGREEMENT by...License and Option Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York
This Collaboration, License and Option Agreement (this “Agreement”) dated the 2nd day of August, 2011 (the “Effective Date”) is by and between Acceleron Pharma, Inc., a Delaware corporation having its principal office at 128 Sidney Street, Cambridge, MA 02139 (“Acceleron”), and Celgene Corporation, a Delaware corporation having its principal office at 86 Morris Avenue, Summit, NJ 07901 (“Celgene”). Acceleron and Celgene may each be referred to herein individually as a “Party” and collectively as the “Parties.”
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. COLLABORATION, LICENSE AND OPTION AGREEMENT by...Collaboration, License and Option Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York
This Collaboration, License and Option Agreement (this “Agreement”) dated the 20th day of February, 2008 (the “Execution Date”) is by and between Acceleron Pharma, Inc., a Delaware corporation having its principal office at 149 Sidney Street, Cambridge, MA 02139 (“Acceleron”), and Celgene Corporation, a Delaware corporation having its principal office at 86 Morris Avenue, Summit, NJ 07901 (“Celgene”). Acceleron and Celgene may each be referred to herein individually as a “Party” and collectively as the “Parties.”
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXCLUSIVE LICENSE AGREEMENT BETWEEN ACCELERON...Exclusive License Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (“Agreement”) is made as of the date immediately above the signatures of the Parties below (“Effective Date”) between Beth Israel Deaconess Medical Center, a not-for-profit Massachusetts corporation, with a principal place of operation at 330 Brookline Avenue, Boston, Massachusetts 02215 (“BIDMC”), and Acceleron Pharma, Inc., a for-profit corporation, having a principal place of business at 128 Sidney Street, Cambridge, MA 02139 (“Licensee”), each referred to individually as a “Party” and collectively as the “Parties”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 7, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender, SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“SVB”), and MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership, with an office located at 7255 Woodmont Avenue, Suite 200, Bethesda, Maryland 20814 (“MidCap”) (each a “Lender” and collectively, the “Lenders”), and ACCELERON PHARMA INC., a Delaware corporation with offices located at 128 Sidney Street, Cambridge, Massachusetts 02139 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall r
ContractAcceleron Pharma Inc • August 7th, 2013 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE LAWFULLY EFFECTED WITHOUT AN EFFECTIVE REGISTRATION, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (AMENDED AND RESTATED AS OF DECEMBER 22, 2011)-Sale Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of December 22, 2011 by and among Acceleron Pharma Inc., a Delaware corporation (the “Corporation”), the parties listed on Exhibit A hereto (the “Investors”), the persons listed as Founders on the signature pages hereto (the “Founders”) and the persons listed as Other Company Stockholders on the signature pages hereto (the “Other Company Stockholders” (the Founders and Other Company Stockholders are individually referred to herein as a “Company Stockholder” and, collectively, the “Company Stockholders”)).
INVESTOR RIGHTS AGREEMENT (AMENDED AND RESTATED AS OF DECEMBER 22, 2011)Investor Rights Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of December 22, 2011 by and among Acceleron Pharma Inc., a Delaware corporation (the “Corporation”) and the parties listed on Exhibit A hereto (the “Investors”).
AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Delaware
THIS AMENDMENT TO SECURED PROMISSORY NOTE (this “Amendment”) is entered into as of November 13, 2012 (the “Effective Date”), by and between Acceleron Pharma Inc., a Delaware corporation (the “Company”) and John Knopf.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is effective as of August 6, 2010 (the “Effective Date”), by and between Acceleron Pharma Inc., a corporation organized under the laws of Delaware with a principal place of business at 128 Sidney St., Cambridge, Massachusetts 02139, United States (“Licensee”) and Ludwig Institute for Cancer Research Ltd, a Swiss not for profit corporation with its registered office at Stadelhoferstrasse 22, Zurich 8001, Switzerland and having an office at 605 Third Avenue, New York, NY 10158, United States (“Licensor”).
VOTING AGREEMENT (AMENDED AND RESTATED AS OF [ ], 2013)Voting Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made as of [ ], 2013 by and among Acceleron Pharma Inc., a Delaware corporation (the “Corporation”), the parties listed on Exhibit A hereto (the “Investors”), and the persons listed as Founders on the signature pages hereto (the “Founders,” and, together with the Investors, the “Stockholders”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN SALK INSTITUTE FOR BIOLOGICAL STUDIES AND ACCELERON PHARMA INC. ACTIVIN RECEPTORS (TYPE IIB) AND RELATED SUBJECT MATTER FOR THERAPEUTIC AND DIAGNOSTIC PURPOSESLicense Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • California
This Amended and Restated License Agreement (the “Agreement”) is made and entered into as of August 11, 2010, (the “Effective Date”) by and between the Salk Institute for Biological Studies, a nonprofit public benefit corporation organized under the laws of the State of California (“Salk”), and Acceleron Pharma, Inc., a corporation organized under the laws of the State of Delaware (“Licensee”).
REGISTRATION RIGHTS AGREEMENT (AMENDED AND RESTATED AS OF [ ], 2013)Registration Rights Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of [ ], 2013 by and among Acceleron Pharma Inc., a Delaware corporation (the “Corporation”) and the parties listed on Exhibit A hereto (the “Investors”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN SALK INSTITUTE FOR BIOLOGICAL STUDIES AND ACCELERON PHARMA INC. ACTIVIN RECEPTORS (TYPE IIA) AND RELATED SUBJECT MATTER FOR THERAPEUTIC AND DIAGNOSTIC PURPOSESExclusive License Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • California
This Amended and Restated License Agreement (the “Agreement”) is made and entered into as of August 10, 2010, (the “Effective Date”) by and between the Salk Institute for Biological Studies, a nonprofit public benefit corporation organized under the laws of the State of California (“Salk”), and Acceleron Pharma, Inc., a corporation organized under the laws of the State of Delaware (“Licensee”).
