MYOKARDIA, INC. 5,250,000 Shares of Common Stock Underwriting AgreementMyoKardia, Inc. • May 14th, 2020 • Pharmaceutical preparations • New York
MyoKardia, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,250,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 787,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
MYOKARDIA, INC. $200,000,000 SHARES COMMON STOCK SALES AGREEMENTSales Agreement • January 3rd, 2020 • MyoKardia Inc • Pharmaceutical preparations • New York
MyoKardia, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AGREEMENT AND PLAN OF MERGER By and Among BRISTOL-MYERS SQUIBB COMPANY, GOTHAM MERGER SUB INC. and MYOKARDIA, INC. Dated as of October 3, 2020Agreement and Plan of Merger • October 5th, 2020 • MyoKardia, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 3, 2020 (this “Agreement”), is by and among Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), Gotham Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and MyoKardia, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
l ] Shares MyoKardia, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2016 • MyoKardia Inc • Pharmaceutical preparations • New York
MYOKARDIA, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 28th, 2015 • MyoKardia Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of April 20, 2015, by and among MyoKardia, 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.”
SUMMARY OF BASIC LEASE INFORMATIONLease • November 8th, 2018 • MyoKardia Inc • Pharmaceutical preparations • California
License and Collaboration Agreement by and between MyoKardia, Inc. and Aventis Inc.License and Collaboration Agreement • October 27th, 2015 • MyoKardia Inc • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of August 1, 2014 (the “Effective Date”), by and between MyoKardia, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 400 East Jamie Court, Suite 102, South San Francisco, CA 94080, USA (“MyoKardia”), and Aventis Inc., a corporation organized and existing under the laws of Pennsylvania, having offices at 55 Corporate Drive in Bridgewater, New Jersey 08807 (“Sanofi”). Sanofi and MyoKardia are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
MYOKARDIA, INC. DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • October 13th, 2015 • MyoKardia Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 201[ ] by and between MyoKardia, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
TERMINATION AGREEMENTTermination Agreement • November 4th, 2019 • MyoKardia Inc • Pharmaceutical preparations
This TERMINATION AGREEMENT (“Agreement”) dated as of JULY 17,2019 (the “Effective Date”), is made and entered into by and between MYOKARDIA, INC., a Delaware corporation having an address at 333 Allerton Avenue, South San Francisco, CA 94080, (“MyoKardia”) and AVENTIS, INC., a Pennsylvania corporation (“Sanofi”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 20th, 2015 • MyoKardia Inc • Pharmaceutical preparations • Delaware
This Amendment No. 1 to Second Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made as of April 20, 2015, by and among MyoKardia, Inc., a Delaware corporation (the “Company”), and the parties listed on the signature pages hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Second Amended and Restated Investors’ Rights Agreement, dated as of April 20, 2015, by and among the Company and the parties named therein (the “Agreement”).
October 4, 2019 PERSONAL & CONFIDENTIAL DELIVERED IN PERSON June LeeAssignment Agreement • November 4th, 2019 • MyoKardia Inc • Pharmaceutical preparations • California
This confirms that your employment with MyoKardia, Inc. (the “Company”) will be ending. We appreciate your contributions and wish to make this transition as smooth as possible for both you and the Company. Consistent with that notion, this letter proposes an agreement (the “Agreement”), under which you will continue to be employed by the Company during a Transition Period (defined below) and, thereafter, you will receive Severance Benefits (defined below) if you enter into this Agreement and satisfy the other conditions that are set forth and defined below.
AMENDMENT NO. 1 TO SUBLEASE AGREEMENTSublease Agreement • May 8th, 2018 • MyoKardia Inc • Pharmaceutical preparations
This Amendment No. 1 to Sublease Agreement (this “Amendment”) is entered into by and between REG Life Sciences, LLC (“Sublandlord”) and MyoKardia, Inc. (“Subtenant”).
MAKE WHOLE AGREEMENTMake Whole Agreement • October 19th, 2020 • MyoKardia, Inc. • Pharmaceutical preparations • California
This Make Whole Agreement, dated as of [__________], 2020 (this “Agreement”), is entered into by and between MyoKardia, Inc., a Delaware corporation (the “Company”), and [_______________________] (the “Executive”), provided, however, that this Agreement shall be void ab initio and of no further force and effect if the Agreement and Plan of Merger, dated as of [ __ ], 2020 (the “Merger Agreement”), by and among the Company, [ __ ] (“Parent”) and certain other parties, is terminated.
SUBLEASE AGREEMENTSublease Agreement • March 8th, 2018 • MyoKardia Inc • Pharmaceutical preparations • California
This SUBLEASE AGREEMENT (“Sublease”) is made and entered into as of October 1, 2017, by and between REG Life Sciences, LLC, an Iowa limited liability company with an address at 416 S Bell Ave, Ames, IA 50010 (“Sublandlord”), and MyoKardia, Inc., a Delaware corporation with an address at 333 Allerton Drive, South San Francisco, CA 94080 (“Subtenant”).
Office LeaseLease Commencement Date Agreement • February 28th, 2019 • MyoKardia Inc • Pharmaceutical preparations • California
