0001193125-13-488587 Sample Contracts

Contract
Warrant Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • California

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 25, 2009 and is entered into by and between DICERNA PHARMACEUTICALS, INC., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Lender”).

RESTRICTED STOCK AGREEMENT DICERNA PHARMACEUTICALS, INC.
Restricted Stock Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

AGREEMENT made as of the day of , 20 (the “Grant Date”), between Dicerna Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and , (the “Participant”).

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT DICERNA PHARMACEUTICALS, INC.
Non-Qualified Stock Option Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

AGREEMENT made as of the day of , 200 , between Dicerna Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (the “Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

EMPLOYMENT AGREEMENT (“Agreement”) made this May 6, 2010 between Dicerna Pharmaceuticals, Inc. (“Company’) on the one hand and Douglas M. Fambrough, III (the “Executive”) on the other hand.

Contract
Warrant Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • California

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

COMMERCIAL LICENCE AGREEMENT
Licence Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York

PLANT BIOSCIENCE LIMITED, a company registered in England whose registered office is at Norwich Research Park, Colney Lane, Norwich NR4 7UH, England (hereinafter “PBL”) and

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of September, 2007 (the “Effective Date”) by and between Dicerna Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 14 Peterson Circle, Sudbury, MA 01776 (“Dicerna”) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“COH”). Dicerna and COH are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

FORM OF INCENTIVE STOCK OPTION AGREEMENT DICERNA PHARMACEUTICALS, INC.
Form of Incentive Stock Option Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

AGREEMENT made as of , between Dicerna Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and , an employee of the Company (the “Employee”).

FORM OF RESTRICTED STOCK AGREEMENT DICERNA PHARMACEUTICALS, INC.
Form of Restricted Stock Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

AGREEMENT made as of (the “Grant Date”), between Dicerna Pharmaceuticals, Inc. (the “Company”), a Delaware corporation and (the “Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

EMPLOYMENT AGREEMENT (“Agreement”) made this 1st day of May, 2008 between Dicerna Pharmaceuticals, Inc. (“Company”) on the one hand and Bob D. Brown (the “Executive”) on the other hand.

TRANSITION AGREEMENT
Transition Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

This Transition Agreement is made as of September 8, 2009 by and between Dicerna Pharmaceuticals, Inc. (the “Company”) and James C. Jenson (the “Executive”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 31st, 2013 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 30, 2013, by and among Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons identified on the signature pages hereto (the “Investors”).

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