AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 23rd day of August, 2021, by and among Disc Medicine, 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 Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof. The effectiveness of this Agreement will be conditioned upon the occurrence of the Closing (as defined in, and in accordance with, that certain Series B Preferred Stock Purchase Agreement, by and between the Company and the Investors, of even date herewith (the “Purchase Agreement”).
LEASE AGREEMENTLease Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this 29 day of October, 2021, between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and DISC MEDICINE, INC., a Delaware corporation (“Tenant”).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...License Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is made and entered into effective as of September 13, 2019 (the “Effective Date”) by and between AbbVie Deutschland GmbH & Co. KG (“AbbVie”), and Disc Medicine, Inc., a Delaware corporation (“Licensee”). AbbVie and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO ADDENDUM TO LICENSE AGREEMENTLicense Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
WHEREAS, effective as of December 7, 2021, Disc Medicine, Inc. (“Disc” or the “Company”), F. Hoffmann-La Roche Ltd (“Roche Basel”) and Hoffmann-La Roche Inc. (“Roche US” and, together with Roche Basel, “Roche”) executed an addendum to that certain License Agreement dated as of May 7, 2021 (the “Agreement”) among the Parties (as defined below), pursuant to which the Company and Roche memorialized their mutual understanding of the rights Roche and its affiliates may have under the Agreement in the event that the Company completes an IPO (the “Addendum”). Each of Disc, Roche US and Roche Basel are referred to herein as a “Party” and collectively as the “Parties”.
ADDENDUM TO LICENSE AGREEMENTLicense Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
THIS ADDENDUM TO LICENSE AGREEMENT (this “Addendum”) is entered into as of December 7, 2021 (the “Effective Date”) by and among Disc Medicine, Inc., a Delaware corporation with an office and place of business at 321 Arsenal Street, Suite 101, Watertown, MA 02472 (“Disc” or the “Company”), F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland (“Roche Basel”) and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”). Each of Disc, Roche US and Roche Basel are referred to herein as a “Party” and collectively as the “Parties”.
THIS SECOND AMENDMENT AGREEMENT (the “Amendment”) is made on March 7, 2022 (the “Amendment Date”Second Amendment Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
License AgreementLicense Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
Hoffmann-La Roche Inc. with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”), on the one hand
AMENDMENT TO ADDENDUM TO LICENSE AGREEMENTLicense Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
WHEREAS, Disc Medicine, Inc. (“Disc” or the “Company”), F. Hoffmann-La Roche Ltd (“Roche Basel”) and Hoffmann-La Roche Inc. (“Roche US” and, together with Roche Basel, “Roche”) executed an addendum to that certain License Agreement dated as of May 7, 2021 (the “Agreement”) among the Parties (as defined below), pursuant to which the Company and Roche memorialized their mutual understanding of the rights Roche and its affiliates may have under the Agreement in the event that the Company completes an IPO, and which was amended by the Parties as of December 7, 2021 (as amended, the “Addendum”). Each of Disc, Roche US and Roche Basel are referred to herein as a “Party” and collectively as the “Parties”.
