Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed as of the date first written above. COMPANY: CONSTELLATION PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: President and Chief Executive Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PURCHASERS: S.R. ONE, LIMITED By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Title: Vice President and Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP Its: General Partner By: The Column Group, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITAL, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management Trust Company, as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to the Fifth Amended and Restated Investor Rights Agreement (the “Amendment”) is made as of the 21st day of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and the other signatories hereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Amended and Restated Investor Rights Agreement, dated as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”).
Appears in 1 contract
Samples: Investor Rights Agreement (Constellation Pharmaceuticals Inc)
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed as of the date first written above. COMPANY: CONSTELLATION PHARMACEUTICALSJuniper Medical, INC. Inc. By: /s/ Xxxxx Xxxxxxxxx Xxxx Name: Xxxxx Xxxxxxxxx Xxxx MD Title: President and Chief Executive Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PURCHASERS: S.R. ONE, LIMITED ByCEO HOLDER: /s/ Xxxxx X. Xxxxxxxxx NameXxxxxxxx Xxxxx Xxxxxxxx, PhD. Address: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. TitleINVESTORS: Vice President and Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner Xxxxxxx & Affiliates By: /s/ Xxxxxx Xxxxxx Every Name: Xxxxxx Xxxxxx Every Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP Its: General Partner ATV Capital & Affiliates By: The Column GroupName: Title: Executed as of the date first written above. COMPANY: Juniper Medical, LLC Its: General Partner Inc. By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITALHOLDER: Xxxxx Xxxxxxxx, PhD. Address: INVESTORS: INVESTORS: Advanced Technology Ventures VII, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES IIAdvanced Technology Ventures VII, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management Trust Company, as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment General Partner Title: General Partner Advanced Technology Ventures VII (B), L.P. Advanced Technology Ventures VII (B), L.P. By: /s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: General Partner Title: General Partner Signature page to Stock Purchase, Right of First Refusal and Co-Sale Agreement (with Xx. Xxxxxxxx) EXHIBIT A List of Investors Name and Address Xxxxxxx & Affiliates ATV Capital & Affiliates Appendix D ROYALTY OBLIGATIONS FOR SECTION 4.5(d) In the Fifth Amended and Restated Investor Rights Agreement event that COMPANY is obligated to make royalty payments under the XXXXXXXX LICENSE for the XXXXXXXX PATENT (the “Amendment”) is made as of the 21st day of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “CorporationXXXXXXXX ROYALTY”), and the other signatories hereto. Capitalized terms used and not otherwise defined herein COMPANY’s royalty obligations to HOSPITAL shall have the meanings ascribed to such terms in the Fifth Amended and Restated Investor Rights Agreement, dated be as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”)follows.
Appears in 1 contract
Samples: Exclusive License Agreement (Zeltiq Aesthetics Inc)
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed as of the date first written above. COMPANY: CONSTELLATION AGIOS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: President and Chief Executive Officer [Signature Page to Fifth FOUNDERS: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Address: 00 Xxxxx Xxxx Xxxxxxxxx, XX 00000 /s/ Xxx Xxx Xxx Xxx Address: The Xxxxxxxx Family Institute for Breast Cancer Research 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0 /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Address: 000 Xxxxxxx Xxxx Xxxxxx, XX 00000 /s/ Xxxxxxx Xx Xxxxxxx Xx Address: 000 Xxxxxxx Xxxx Newton, MA 02459 Second Amended and Restated Investor Rights Agreement] Agreement PURCHASERS: S.R. ONEARCH VENTURE FUND VII, LIMITED L.P. By: ARCH Venture Partners VII, L.P. Its: General Partner By: ARCH Venture Partners VII, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Title: Vice President and FLAGSHIP VENTURES FUND 2007, L.P. By: Flagship Ventures 2007 General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] LLC Its: General Partner By: /s/ Xxxxxx Xxxxxx Name: Title: THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP L.P. Its: General Partner By: The Column GroupTRV GP, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITAL, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX PRINCESS XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND HOSPITAL FOUNDATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory President and CEO Second Amended and Restated Investor Rights Agreement BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners, L.P. Its: General Partner By: BVF, Inc. Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President BIOTECHNOLOGY VALUE FUND II, L.P. By: BVF Partners, L.P. Its: General Partner By: BVF, Inc. Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President BVF INVESTMENTS, L.L.C. By: BVF Partners, L.P. Its: Manager By: BVF, Inc. Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President INVESTMENT 10, LLC By: BVF Partners, L.P. Its: Attorney-in-fact By: BVF, Inc. Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President Second Amended and Restated Investor Rights Agreement CELGENE EUROPEAN INVESTMENT COMPANY LLC By: /s/ Xxxx X’Xxxxx Name: Xxxx X’Xxxxx Title: Managing Director HAWKES BAY MASTER INVESTORS (CAYMAN) LP By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President and Counsel By: Wellington Management Company, LLP, as Investment Advisor for and on behalf of Hawkes Bay Master Investors (Cayman) LP SALTHILL INVESTORS (BERMUDA) L.P. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President and Counsel By: Wellington Management Company, LLP, as Investment Advisor for and on behalf of Salthill Investors (Bermuda) L.P. SALTHILL PARTNERS, L.P. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President and Counsel By: Wellington Management Company, LLP, as Investment Advisor for and on behalf of Salthill Partners, L.P. Second Amended and Restated Investor Rights Agreement WUXI PHARMATECH HEALTHCARE FUND I L.P. By: /s/ Xxxxxx Xx For and on behalf of WuXi PharmaTech Investments (Cayman) INC. As General Partner for and on behalf of WuXi PharmaTech Fund I General Partner L.P. Second Amended and Restated Investor Rights Agreement FIDELITY SELECT PORTFOLIOS: PHARMACEUTICALS PORTFOLIO By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxx: Deputy Treasurer FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxx: Deputy Treasurer FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR BIOTECHNOLOGY FUND By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxx: Deputy Treasurer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Xxxxxxx Xxxxxxxxx Name: Xxxx Xxxxx TitleXxxxxxx Xxxxxxxxx Xxxxx: Authorized Signatory Deputy Treasurer FIDELITY GROWTH COMPANY COMMINGLED POOL ByCONTRAFUND: Fidelity Management Trust Company, as Trustee FIDELITY ADVISOR NEW INSIGHTS FUND By: /s/ Xxxx Xxxxx Xxxxxxx Xxxxxxxxx Name: Xxxx Xxxxx TitleXxxxxxx Xxxxxxxxx Xxxxx: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED Deputy Treasurer FIDELITY SECURITIES FUND: FIDELITY SMALL CAP OPPORTUNITIES FUND By: /s/ Xxxx Xxxxxx Xxxxxxx Xxxxxxxxx Name: Xxxx Xxxxxx TitleXxxxxxx Xxxxxxxxx Xxxxx: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to the Fifth Deputy Treasurer FIDELITY CAPITAL TRUST: FIDELITY SMALL CAP INDEPENDENCE FUND By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxx: Deputy Treasurer Second Amended and Restated Investor Rights Agreement Exhibit A List of Purchasers Name and Address ARCH Venture Fund VII, L.P. c/o ARCH Venture Partners 0000 Xxxx Xxxxxxx Xxxx Suite 290 Chicago, IL 60631 Flagship Ventures Fund 2007, L.P. Xxx Xxxxxxxx Xxxxx 0xx Xxxxx Xxxxxxxxx, XX 00000 Third Rock Ventures, L.P. 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 ATTN: Xxxxx Xxxxx Princess Xxxxxxxx Hospital Foundation 8th Floor, 000 Xxxxxxxxxx Xxxxxx X0X 0X0 Xxxxxxx, Xxxxxxx, Xxxxxx Attn: Xxxx Xxxxx, President and CEO Celgene European Investment Company LLC 00 Xxxxxx Xxxxxx Summit, NJ 07901 Attention: Xxxxxx X. Xxxxxxxxxx With a copy to: Celgene Corporation 00 Xxxxxx Xxxxxx Summit, NJ 07901 Attention: Legal Department WuXi PharmaTech Healthcare Fund I L.P. c/o WuXi AppTec Co. Ltd. 000 XxXx Xxxxx Xxxx Xxx Xxx Qiao Free Trade Zone Shanghai 200131 P.R.CHINA Attn: Xx Xx Fidelity Select Portfolios: Pharmaceuticals Portfolio c/o Fidelity Investments 00 Xxxxxxxxxx Xxxxxx, X00X Xxxxxx, XX 00000 Attn: Xxxxxx Xxxx With a copy (the “Amendment”which shall not constitute notice) is made as of the 21st day of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and the other signatories hereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Amended and Restated Investor Rights Agreement, dated as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”).to:
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Samples: Investor Rights Agreement (Agios Pharmaceuticals Inc)
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed The parties have executed this Agreement as of the date first written above. COMPANY: CONSTELLATION PHARMACEUTICALSZELTIQ AESTHETICS, INC. /s/ Xxxxxx Xxx By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxx Xxx Title: President and Chief Executive Officer [Signature Page to Fifth the Third Amended and Restated Investor Rights Agreement] PURCHASERSAgreement INVESTOR: S.R. ONEAISLING CAPITAL III, LIMITED LP By: /s/ Xxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Xxxxx Title: Vice President and Partner [CFO Address: Aisling capital III, L.P. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxxx Fax: (000) 000 0000 With a copy to: XxXxxxxxx Will & Xxxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxx Finger Fax: (000) 000-0000 Signature Page to Fifth the Third Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURES, L.P. ByAgreement INVESTOR: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP Its: General Partner By: The Column Group, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITAL, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: its General Partner, Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: its General Partner, Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: its General Partner, VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Address: Venrock Associates 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Signature Page to Fifth the Third Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VIAgreement INVESTOR: XXXXXXX HEALTHCARE V, LP L.P. By: OrbiMed Capital GP VI FHM V, L.P., its general partner By: FHM V, L.L.C., its General Partner By: /s/ Xxxxxx X. Every Xxxxxx X. Every, General Partner Address: Xxxxxxx Healthcare & technology Ventures 000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Signature Page to the Third Amended and Restated Investor Rights Agreement INVESTOR: /s/ Xxxxxx X. Xxxxx XXXXXX X. XXXXX Address: 000 Xxxxx Xxxxxx Xxx Xxx, XX 00000 Signature Page to the Third Amended and Restated Investor Rights Agreement INVESTOR: ADVANCED TECHNOLOGY VENTURES VII, L.P. By: ATV Associates VII, LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUNDXxxxxx, Managing Director ADVANCED TECHNOLOGY VENTURES VII (B), L.P. By: OrbiMed Global Healthcare GP ATV Associates VII, LLC, its General Partner By: OrbiMed Advisors /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, Managing Director ADVANCED TECHNOLOGY VENTURES VII (C), L.P. By: ATV Associates VII, LLC, its Managing Member General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL IIXxxxxx, LP Managing Director ATV ENTREPRENEURS VII, L.P. By: Ponoi II ManagementATV Associates VII, LLC Its: LLC, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, Managing Director Address: Advanced Technology Ventures Bay Colony Corporate Center 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management Trust Company0000 Xxxxxxx, as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [XX 00000-0000 Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to the Fifth Third Amended and Restated Investor Rights Agreement (INVESTOR: /s/ Xxxxx Xxxxxxxx XXXXX XXXXXXXX Address: BioQuest, LLC 000 Xxxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-0000 Signature Page to the “Amendment”) is made as of the 21st day of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and the other signatories hereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Third Amended and Restated Investor Rights Agreement INVESTOR: /s/ Xxxxx X. Drill XXXXX X. DRILL Address: 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Signature Page to the Third Amended and Restated Investor Rights Agreement INVESTOR: /s/ Xxx X. Xxxxxxxxx, M.D. XXX X. XXXXXXXXX, M.D. Address: 0000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Signature Page to the Third Amended and Restated Investor Rights Agreement INVESTOR: /s/ Xxxxxxx X. Xxxx XXXXXXX X. XXXX Address: Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxx Menlo Park, CA 94025 Signature Page to the Third Amended and Restated Investor Rights Agreement INVESTOR: VP COMPANY INVESTMENTS 2004, LLC By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx Member of the Management Committee VP COMPANY INVESTMENTS 2008, LLC By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx Member of the Management Committee Address: Xxxxxx & Xxxxxxx LLP 000 Xxxx Xxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxx, XX 00000-0000 Signature Page to the Third Amended and Restated Investor Rights Agreement INVESTOR: /s/ Xxxxx X. Xxxxxxxxx XXXXX X. XXXXXXXXX Address: 000 Xxxxxxxx xxxxx Xxxxx, XX 00000-0000 Signature Page to the Third Amended and Restated Investor Rights Agreement INVESTOR: /s/ Xxxx X. Xxxxxx, Esq. XXXX X. XXXXXX, ESQ. Address: 0000 Xxxxx Xxxxx Xxxxx XX Xxxxxxxxxx Xxxxxx, XX 00000 Exhibit A List of Preferred Stockholders (Names marked with an asterisk also constitute Purchasers under the Agreement) Name and Address Aisling Capital III, dated as of March 22LP* Venrock Associates V, 2018L.P.* Venrock Entrepreneurs Fund V, by and among the Corporation and the investors identified therein L.P.* Venrock Partners V, L.P.* Xxxxxxx Healthcare V, L.P.* Xxxxxx X. More* Advanced Technology Venture VII, L.P.* Advanced Technology Ventures VII (the “XXX”B)., L.P.* Advanced Technology Ventures VII (C), L.P.* ATV Entrepreneurs VII, L.P.* Xxxx X. Xxxxxx Xxxxx X. Drill Xxxxxxx X. Xxxx VP Company Investments 2004, LLC VP Company Investments 2008, LLC Xxx X. Xxxxxxxxx, M.D. Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxx
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Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed as of the date first written above. COMPANY: CONSTELLATION PHARMACEUTICALSEQUALLOGIC, INC. By: /s/ Xxxxx Xxxxxxxxx XXXX X. XXXXXXX Name: Xxxxx Xxxxxxxxx Xxxx X. Xxxxxxx Title: President and Chief Executive Financial Officer [PURCHASERS: FOCUS VENTURES II, L.P. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: General Partner Address: 000 Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxx, XX 00000 FOCUS VENTURES INVESTORS II QP, L.P. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: General Partner Address: 000 Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxx, XX 00000 FOCUS VENTURES INVESTORS II A, L.P. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: General Partner Address: 000 Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxx, XX 00000 Signature Page to Fifth Third Amended and Restated Investor Rights Agreement] PURCHASERS: S.R. ONEAgreement XXXXXXX RIVER PARTNERSHIP XI, A LIMITED PARTNERSHIP By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Title: Vice President and Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group River XI GP, LP Its: General Partner By: The Column GroupXxxxxxx River XI GP, LLC Its: Manager By: /s/ ILLEGIBLE Name: Title: Address: 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 XXXXXXX RIVER FRIENDS XI-A, LP By: Xxxxxxx River XI GP, LLC Its: General Partner By: /s/ ILLEGIBLE Authorized Manager Address: 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITAL0000 Xxxxxxx, L.P. XX 00000 XXXXXXX RIVER FRIENDS XI-B, LP By: Ponoi ManagementXxxxxxx River XI GP, LLC Its: General Partner By: /s/ ILLEGIBLE Authorized Manager Address: 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [0000 Xxxxxxx, XX 00000 Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management Trust Company, as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to the Fifth Second Amended and Restated Investor Rights Agreement SIGMA PARTNERS 6, L.P. By: Sigma Management 6, L.L.C. Its General Partner By: /s/ XXXXXXX X. GRETSCH Name: Xxxxxxx X. Gretsch Title: Managing Director Address: 20 Xxxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxx, XX 00000 SIGMA ASSOCIATES 6, L.P. By: Sigma Management 6, L.L.C. Its General Partner By: /s/ XXXXXXX X. GRETSCH Name: Xxxxxxx X. Gretsch Title: Managing Director Address: 20 Xxxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxx, XX 00000 SIGMA INVESTORS 6, L.P. By: Sigma Management 6, L.L.C. Its General Partner By: /s/ XXXXXXX X. GRETSCH Name: Xxxxxxx X. Gretsch Title: Managing Director Address: 00 Xxxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxx, XX 00000 TORONTO DOMINION CAPITAL (the “Amendment”) is made as of the 21st day of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”U.S.A), INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Vice President Address: 000 Xxxxxx, Suite 1700 Houston, TX 77010 Xxxxxxx Xxxxx /s/ XXXXXXX X. XXXXXXX Xxxxxxx X. Xxxxxxx /s/ XXXXXXX XXXXXX Xxxxxxx Xxxxxx /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx /s/ XXXXXX XXXXX Xxxxxx Xxxxx XXXXXXXXXX FAMILY 2001 TRUST Xxxxxx X. and the other signatories hereto. Capitalized terms used Xxxxx X. Xxxxxxxxxx, Trustees Xxxxxx Xxxx /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx /s/ XXXX XXXXX Xxxx Xxxxx Xxxxx Xxxxxxx Xxxxxxxx Xxxx /s/ XXXXXXX XXXXXXX Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx /s/ XXX X. XXXXXX TRUSTEE LN Family Trust, Xxx X. Xxxxxx Trustee Xxxxxxx and not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Amended Xxxxx Xxxx /s/ XXXXXX XXXXXX Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx /s/ XXXXX XXXXXXXX Xxxxx Xxxxxxxx Xxxxxx X. Xxxxxxx and Restated Investor Rights AgreementXxxxx X. Xxxxxxxx EXHIBIT A Name and Address of Holders of Registrable Shares Focus Ventures II, dated as of March 22L.P. 000 Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxx, 2018XX 00000 Focus Ventures Investors II QP, by L.P. 000 Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxx, XX 00000 Focus Ventures Investors II A, L.P. 000 Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxx, XX 00000 Xxxxxxx River XI, GP, LP Bay Colony Corporate Center 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx Xxxxx Friends XI-A, LP 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Xxxxxxx River Friends XI-B, LP 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Sigma Partners 6, L.P. 0000 Xx Xxxxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Sigma Associates 6, L.P. 0000 Xx Xxxxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Sigma Investors 6, L.P. 0000 Xx Xxxxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Toronto Dominion Capital (U.S.A.), Inc. 000 Xxxxxx, Suite 1700 Houston, TX 77010 Xxxxxxx Xxxxx Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxx 0 Xxxxxxxxxx Xxxx Xxxxxxx, XX 00000 Xxxxxxx X. Xxxxx 00 Xxxxx Xxxxx Merrimack, NH 03054 Xxxxxx Xxxxx 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Xxxxxxxxxx Family 2001 Trust Xxxxxx X. and among the Corporation Xxxxx X. Xxxxxxxxxx, Trustees 000 Xxxxxx Xxxxx Xxxxx Xxxx, XX 00000 Xxxxxx Xxxx 000 Xxxxxxxx Xxxx Xxxxxxxx, MA 01741 Xxxxxx X. Xxxxx 00 Xxxxxx Xxxx Xxxx Xxxxxxx, XX 00000 Xxxx Xxxxx Xxx Xxxxxxxx Xxxxxx, #00X Xxx Xxxx, XX 00000 Xxxxx Xxxxxxx 000 Xxxxxxxx Xxxx Boxboro, MA 01719 Xxxxxxxx Xxxx 0 Xxxxx Xxxxxx Xxxxx Xxxxxxxx, XX 00000 Xxxxxxx Xxxxxxx 00X Xxxxxxxx Xxxx Xxxx Xxxxxxx, XX 00000 LN Family Trust, Xxx X. Xxxxxx Trustee X.X. Xxx 0000 Xxxxx Xxxx, XX 00000 Xxxxxxx and the investors identified therein (the “XXX”).Xxxxx Xxxx 0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxxx, XX 00000 Xxxxxx Xxxxxx 0 Xxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Xxxxx Xxxxxx 0 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Xxxxx Xxxxxx 00 Xxxxxxxxxx Xxxx Xxxxxxx, XX 00000 Xxxxx Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxx 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 QuickLinks
Appears in 1 contract
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. ** ** ** ** Executed as of the date first written above. COMPANYPHYSIOME SCIENCES, INC. By: CONSTELLATION /s/ XXX XXXXX --------------------------------------------- Name: Xx. Xxx Xxxxx Title: Chief Operating Officer and Chief Financial Officer PREDIX PHARMACEUTICALS, LTD. By: /s/ XXXXXXX XXXXXXXX MD --------------------------------------------- Name: Xx. Xxxxxxx Xxxxxxxx Title: President and Chief Executive Officer PREDIX PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxxx XXXXXXX XXXXXXXX MD --------------------------------------------- Name: Xxxxx Xxxxxxxxx Xx. Xxxxxxx Xxxxxxxx Title: President and Chief Executive Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PURCHASERS: S.R. ONESTOCKHOLDERS OF PREDIX PHARMACEUTICALS, LIMITED LTD. /s/ ILLEGIBLE ------------------------------------------------ Xx. Xxxx Xxxxxx, by YVC Yozma as proxy holder /s/ ILLEGIBLE ------------------------------------------------ Xxx Xxxx, by YVC Yozma as proxy holder /s/ ILLEGIBLE ------------------------------------------------ Xx. Xxxxxx Xxxxxx, by YVC Yozma as proxy holder /s/ HAIM AVIV ------------------------------------------------ Xxxx. Xxxx Aviv /s/ XXXXXXXXX XXXXX -------------------------------------------- Xxxxxxxxx Xxxxx XXXXX AT TEL AVIV UNIVERSITY LTD. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Title: Vice President ILLEGIBLE ---------------------------------------- By YVC Yozma Management and Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, Investment LTD as proxy holder YOZMA II (ISRAEL) LP By: /s/ Xxx X. Xxxxxxx ILLEGIBLE --------------------------------------- Name: Xxx X. Xxxxxxx Xxxxx Xxxxxx & Chen Xxxxx Title: Managing Director TOPSPIN FUND Partners YVC YOZMA MANAGEMENT AND INVESTMENT LTD., as trustees for YOZMA II (BVI) LP By: /s/ Xxx X. Xxxxxxx ILLEGIBLE --------------------------------------- Name: Xxx X. Xxxxxxx Xxxxx Xxxxxx & Chen Xxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX Partners PCM VENTURE CAPITAL L.P. By: /s/ Xxx X. Xxxxxxx ILLEGIBLE --------------------------------------- Name: Xxx X. Xxxxxxx Xxxxx Xxxxxx & Chen Xxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP Its: General Partner By: The Column Group, Partners ORBIMED ASSOCIATES LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx XXXXXXXX XXXXXXXXXXX ---------------------------------------- Name: Xxxxx Xxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITAL, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND CADUCEUS PRIVATE INVESTMENTS LP By: /s/ Xxx Xxxxxx XXXXXXXX XXXXXXXXXXX ------------------------ Name: Xxx Xxxxxx Xxxxxxxx Xxxxxxxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP PW JUNIPER CROSSOVER FUND LLC By: /s/ Xxxxxx Xxxxxxxx XXXXXXXX XXXXXXXXXXX ------------------------ Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MTPartner EXHIBIT A LIST OF SELLERS AND SHARES SOLD AGGREGATE AGGREGATE SHARES OF SHARES OF AGGREGATE MAXIMUM PHYSIOME PHYSIOME SHARES OF AGGREGATE AGGREGATE EQUIVALENT SERIES B SERIES A PHYSIOME NUMBER OF PERCENT NO. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND By: /s/ OF NO. OF CASH PREFERRED PREFERRED COMMON TRANSACTION OF FUNDING PREFERRED ORDINARY PURCHASE STOCK STOCK STOCK WARRANTS WARRANTS NAME AND ADDRESS OF SELLER SHARES SOLD SHARES SOLD PRICE PURCHASED PURCHASED PURCHASED PURCHASED PURCHASED(1/) ------------------------------- ----------- ----------- ------------ --------- --------- --------- ----------- ------------ Xx. Xxxx Xxxxx Name: Xxxxxx................ -- 24,000 $ 14,692 -- -- 14,692 -- -- Ramot at Tel Aviv University Ltd. ...................... -- 24,000 $ 14,692 -- -- 14,692 -- -- Xxx Xxxx....................... -- 4,000 $ 2,448 -- -- 2,448 -- -- Xx. Xxxxxx Xxxxxx.............. -- 24,000 $ 14,692 -- -- 14,692 -- -- Xxxx. Xxxx Xxxxx Title: Authorized Signatory FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Aviv................ -- 24,000 $ 14,692 -- -- 14,692 '-- -- Yozma II (Israel) LP........... 1,610,158 -- $ 772,110 17,508 59,703 -- 30,491 3.05% YVC-Yozma Management Trust Companyand Investment Ltd., as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to the Fifth Amended and Restated Investor Rights Agreement trustees for Yozma II (the “Amendment”BVI) is made as LP................... 2,744,594 -- $ 1,316,110 29,844 101,767 -- 51,974 5.20% PCM Venture Capital L.P. ...... 1,463,786 -- $ 701,930 15,917 54,276 -- 27,719 2.77% OrbiMed Associates LLC......... 176,636 -- $ 84,690 1,920 6,549 -- 3,344 0.33% Caduceus Private Investments LP.............. 7,254,111 -- $ 3,478,570 78,880 268,977 -- 137,372 13.74% Xxxxxxxxx Xxxxx................ 121,556 -- $ 58,280 1,321 4,507 -- 2,301 0.23% PW Juniper Crossover Fund LLC.................... 2,471,433 -- $ 1,185,130 26,874 91,639 -- 46,801 4.68% ----------- ----------- ------------ --------- --------- --------- ----------- ------------ Total 15,842,274 100,000 $ 7,658,036 172,264 587,418 61,216 300,002 30.0% =========== =========== ============ ========= ========= ========= =========== ============ -------------- (1/) Represents pro-rata portion of the 21st day calculation done on date of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and the other signatories heretoclosing. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Amended and Restated Investor Rights Agreement, dated as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”).EXHIBIT A1 OPTIONS
Appears in 1 contract
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. ** ** ** * Executed as of the date first written above. COMPANYPHYSIOME SCIENCES, INC. By: CONSTELLATION /s/ XXX XXXXX ----------------------------------- Name: Xx. Xxx Xxxxx Title: Chief Operating Officer and Chief Financial Officer PREDIX PHARMACEUTICALS, LTD. By: /s/ XXXXXXX XXXXXXXX ----------------------------------- Name: Xx. Xxxxxxx Xxxxxxxx Title: President and Chief Executive Officer PREDIX PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxxx XXXXXXX XXXXXXXX ----------------------------------- Name: Xxxxx Xxxxxxxxx Xx. Xxxxxxx Xxxxxxxx Title: President and Chief Executive Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PURCHASERS: S.R. ONESTOCKHOLDERS OF PREDIX PHARMACEUTICALS, LIMITED LTD. /s/ Illegible ----------------------------------- Xx. Xxxx Xxxxxx, by YVC Yozma as proxy holder /s/ Illegible ----------------------------------- Xxx Xxxx, by YVC Yozma as proxy holder /s/ Illegible ----------------------------------- Xxxxxx Xxxxxx, by YVC Yozma as proxy holder /s/ HAIM AVIV ----------------------------------- Xxxx. Xxxx Aviv /s/ XXXXXXXXX XXXXX --------------------------------------- Xxxxxxxxx Xxxxx XXXXX AT TEL AVIV UNIVERSITY LTD. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Title: Vice President and Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, Illegible ----------------------------------- By YVC Yozma as proxy-holder YOZMA II(ISRAEL) LP By: /s/ Xxx X. Xxxxxxx Illegible ----------------------------------- Name: Xxx X. Xxxxxxx Xxxxx Xxxxxx & Chen Xxxxx Title: Managing Director TOPSPIN FUND Partners YOZMA MANAGEMENT AND INVESTMENT LTD., AS TRUSTEES FOR YOZMA II(BVI) LP By: /s/ Xxx X. Xxxxxxx Illegible ----------------------------------- Name: Xxx X. Xxxxxxx Xxxxx Xxxxxx & Chen Xxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX Partners PCM VENTURE CAPITAL L.P. By: /s/ Xxx X. Xxxxxxx Illegible ----------------------------------- Name: Xxx X. Xxxxxxx Xxxxx Xxxxxx & Chen Xxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP Its: General Partner By: The Column Group, Partners ORBIMED ASSOCIATES LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx XXXXXXXX XXXXXXXXXXX ----------------------------------- Name: Xxxxx Xxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITAL, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND CADUCEUS PRIVATE INVESTMENTS LP By: /s/ Xxx Xxxxxx XXXXXXXX XXXXXXXXXXX ----------------------------------- Name: Xxx Xxxxxx Xxxxxxxx Xxxxxxxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP PW JUNIPER CROSSOVER FUND LLC By: /s/ Xxxxxx Xxxxxxxx XXXXXXXX XXXXXXXXXXX ----------------------------------- Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MTPartner EXHIBIT A LIST OF SELLERS AND SHARES SOLD AGGREGATE AGGREGATE SHARES OF SHARES OF MAXIMUM PHYSIOME PHYSIOME AGGREGATE AGGREGATE AGGREGATE NO. XXXXXX STREET TRUST: FIDELITY OF SERIES GROWTH COMPANY FUND By: /s/ B SERIES A SHARES OF NUMBER OF PERCENT OF NO OF ORDINARY EQUIVALENT PREFERRED PREFERRED PHYSIOME TRANSACTION FUNDING PREFERRED SHARES CASH PURCHASE STOCK STOCK COMMON STOCK WARRANTS WARRANTS NAME AND ADDRESS OF SELLER SHARES SOLD SOLD PRICE PURCHASED PURCHASED PURCHASED PURCHASED PURCHASED(1) -------------------------- ----------- ---- ----- --------- --------- ----------- ---------- ------------ Xx. Xxxx Xxxxx Name: Xxxxxx................ -- 24,000 $ 14,692 -- -- 14,692 -- -- Ramot at Tel Aviv University Ltd............................ -- 24,000 $ 14,692 -- -- 14,692 -- -- Xxx Xxxx....................... -- 4,000 $ 2,448 -- -- 2,448 -- -- Xx. Xxxxxx Xxxxxx.............. -- 24,000 $ 14,692 -- -- 14,692 -- -- Xxxx. Xxxx Xxxxx Title: Authorized Signatory FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Aviv................ -- 24,000 $ 14,692 -- -- 14,692 -- -- Yozma II (Israel) LP........... 1,610,158 -- $ 772,1100 17,508 59,703 -- 30,491 3.05% YVC-Yozma Management Trust Companyand Investment Ltd., as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to the Fifth Amended and Restated Investor Rights Agreement trustees for Yozma II (the “Amendment”BVI) is made as of the 21st day of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and the other signatories hereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Amended and Restated Investor Rights Agreement, dated as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”).LP.................. 2,744,594 -- $ 1,316,110 29,844 101,767 -- 51,974 5.20% PCM Venture Capital LP......... 1,463,786 -- $ 701,9300 15,917 54,276 -- 27,719 2.77% OrbiMed Associates LLC........ 176,636 -- $ 84,6900 1,920 6,549 -- 3,344 0.33% Caduceus Private Investments LP............................. 7,254,111 -- $ 3,478,570 78,880 268,977 -- 137,372 13.74% Xxxxxxxxx Xxxxx................ 121,556 -- $ 58,280 1,321 4,507 -- 2,301 0.23% PW Juniper Crossover Fund LLC.. 2,471,433 -- $ 1,185,130 26,874 91,639 -- 46,801 4.68% ---------- ------- ------------- --------- ------- ------------ ----------- --------- Total 15,842,274 100,000 $ 7,658,036 172,264 587,418 61,216 300,002 30.0% ========== ======= ============= ========= ======= ============ =========== =========
Appears in 1 contract
Samples: Convertible Preferred Stock Agreement of Sale (Predix Pharmaceuticals Holdings Inc)
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed as of the date first written above. COMPANY: CONSTELLATION PHARMACEUTICALSADNEXUS THERAPEUTICS, INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Jxxx X. Xxxxxxxx Jxxx X. Xxxxxxxx President and Chief Executive Officer [PURCHASERS: HBM BIOVENTURES (CAYMAN) LTD. By: /s/ Jxxx Xxxxxx Jxxx Xxxxxx Chairman and Managing Director VENROCK ASSOCIATES IV, L.P. By its General Partner, Venrock Management IV, LLC VENROCK PARTNERS, L.P. By its General Partner, Venrock Partners Management, LLC VENROCK ENTREPRENEURS FUND IV, L.P. By its General Partner, VEF Management IV, LLC By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Member Signature Page to Fifth Second Amended and Restated Investor Rights Agreement] PURCHASERS: S.R. ONEAgreement FLAGSHIP VENTURES APPLIED GENOMIC TECHNOLOGY CAPITAL FUND, LIMITED L.P. AGTC ADVISORS FUND, L.P. Each by its General Partner, AGTC Partners, L.P. By its General Partner, NewcoGen Group Inc. By: /s/ Xxxxx Nxxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxxx Nxxxxx X. Xxxxxxxxx, Xx., Ph.D. Xxxxxx Title: Vice President and Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURESFLAGSHIP VENTURES NEWCOGEN GROUP LLC NEWCOGEN EQUITY INVESTORS LLC NEWCOGEN-PE LLC NEWCOGEN-ELAN LLC ST NEWCOGEN LLC NEWCOGEN – LONG REIGN HOLDING LLC Each by its Manager, NewcoGen Group Inc. By: /s/ Nxxxxx X. Xxxxxx Name: Nxxxxx Xxxxxx Title: President POLARIS VENTURE PARTNERS IV, L.P. By: Third Rock Ventures GPPolaris Venture Management Co. IV, L.P., its general partner By: TRV GP, LLC, L.L.C. its general partner By: /s/ Xxxxxx Xxxxxx Wxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx Wxxxxxx X. Xxxxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH Attorney-in-fact POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND II, LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP Its: General Partner By: The Column Group, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITALIV, L.P. By: Ponoi ManagementPolaris Venture Management Co. IV, LLC Its: General Partner L.L.C. its general partner By: /s/ Xxxxx Xxxxxxxxxxx Wxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxxxxx Wxxxxxx X. Xxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES Attorney-in-fact ATLAS VENTURE FUND V, L.P. By: Venrock Management ATLAS VENTURE PARALLEL FUND V-A, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS C.V. ATLAS VENTURE ENTREPRENEURS’ FUND V, L.P. By: VEF Management Atlas Venture Associates V, LLC Its: General Partner L.P. their general partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUNDAtlas Venture Associates V, L.P. By: Casdin Venture Opportunities Fund GP, LLC, Inc. its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Jxxxxx Xxxxxx Hxxxx Name: Song Min-Kyu Title: Deputy General Manager Vice President ATLAS VENTURE FUND VI, L.P. ATLAS VENTURE ENTREPRENEURS’ FUND VI, L.P. By: NS Investment Co.Atlas Venture Associates VI, Ltd. ItsL.P. their general partner By: Co-managing Atlas Venture Associates VI, Inc. its general partner By: /s/ Tae-Jxxxxx Xxxxxx Xxxx Hxxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director Vice President ATLAS VENTURE FUND VI GMBH & CO. KG By: Paratus Investment Co.Atlas Venture Associates VI, Ltd. ItsL.P. its managing limited partner By: Co-managing Atlas Venture Associates VI, Inc. its general partner By: /s/ Xxxx-Xx Xxx Jxxxxx Xxxxxx Hxxxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE Vice President /s/ Fxxxx Xxx Fxxxx Xxx GENERAL ELECTRIC CAPITAL PARTNERS IICORPORATION By: Name: Title: COMERICA BANK By: Name: Title: COMMON STOCKHOLDERS: /s/ Fxxxx Xxx Fxxxx Xxx Gxxxxx Xxxx Pxxxxxx Xxxx Sxxxxx Xxxxxxxx EXHIBIT A List of Purchasers Name and Address Venrock Associates 30 Xxxxxxxxxxx Xxxxx Xxxxx 0000 Xxx Xxxx, XX 00000-0000 Flagship Ventures: Applied Genomic Technology Capital Fund, L.P. By: VHCP Management IIAGTC Advisors Fund, L.P. NewcoGen Group LLC Its: NewcoGen Equity Investors LLC NewcoGen PE LLC NewcoGen Elan LLC ST NewcoGen LLC NewcoGen Long Reign Holding LLC 100 Xxxxxxxxx Xxxx Xxxxx 00xx Xxxxx Xxxxxxxxx, XX 00000 Polaris Venture Partners IV, L.P. Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 1000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Atlas Venture Fund V, L.P. Atlas Venture Parallel Fund V-A, C.V. Atlas Venture Entrepreneurs’ Fund V, L.P. Atlas Venture Fund VI, L.P. Atlas Venture Entrepreneurs’ Fund VI, L.P. Atlas Venture Fund VI GmbH & Co. KG 800 Xxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000 General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP COElectric Capital Corporation 400 Xxxxxxx 0, Suite 23 Norwalk, CT 06851-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx 1177 Fxxxx Xxx 6 Xxxxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxxxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUNDXX 00000 HBM BioVentures (Cayman) Ltd. Cxxxxxxxxx Xxxxxx, LP By: /s/ 0xx Xxxxx 2000 Xxxx By: Cormorant Global Healthcare GPXxx Xxxx Xxxxx Xxxxxx, LLC By: Xxxxx Xxxxxx Xxxxxxx EXHIBIT B Common Stockholders Fxxxx Xxx 6 Xxxxxxx Xxxx Xxxxxxxx Xxxx, Managing Member of the GP CRMA SPVXX 00000 Gxxxxx Xxxx 100 Xxxxxxx Xxxx Brookline, L.P. By: /s/ Xxxxx MA 02445 Pxxxxxx Xxxx By: Cormorant Asset Management300 Xxxxxxxx Xxxx Xxxxxxxx, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND By: /s/ XX 00000 Sxxxxx Xxxxxxxx 700 Xxxxxxxx Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY MTXxxxxxx, XX 00000x ADNEXUS THERAPEUTICS, INC. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management Trust Company, as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT NO. 1 TO THE FIFTH SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to the Fifth AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (“Amendment”), dated as of August 13, 2007, amends that certain Second Amended and Restated Investor Rights Agreement (the “AmendmentAgreement”) is made ), dated as of the 21st day of JuneJuly 11, 20182007, by and among Constellation PharmaceuticalsAdnexus Therapeutics, Inc., a Delaware corporation (the “CorporationCompany”), the Purchasers (as defined therein), the Common Stockholders (as defined therein), General Electric Capital Corporation (“GE”) and the other signatories heretoComerica Bank. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms set forth in the Fifth Amended and Restated Investor Rights Agreement, dated as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”).
Appears in 1 contract
Samples: Investor Rights Agreement (Adnexus Therapeutics, Inc.)
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed as of the date first written above. COMPANY: CONSTELLATION PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: President and Chief Executive Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PURCHASERS: S.R. ONE, LIMITED By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Title: Vice President and Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP Its: General Partner By: The Column Group, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITAL, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management Trust Company, as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to the Fifth Amended and Restated Investor Rights Agreement (the “Amendment”) is made as of the 21st day of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and the other signatories hereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Amended and Restated Investor Rights Agreement, dated as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”).Director
Appears in 1 contract
Samples: Investor Rights Agreement (Constellation Pharmaceuticals Inc)
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed as of the date first written above. COMPANY: CONSTELLATION PHARMACEUTICALSJuniper Medical, INC. Inc. By: /s/ Xxxxx Xxxxxxxxx Xxxx Name: Xxxxx Xxxxxxxxx Xxxx MD Title: President and Chief Executive Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PURCHASERS: S.R. ONE, LIMITED ByCEO HOLDER: /s/ Xxxxx X. Xxxxxxxxx NameXxxxxxxx Xxxxx Xxxxxxxx, PhD. Address: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Title0000 Xxxxxxxxxx Xxxx Dept. of Mechanical Eng. University of California Xxxxxxxx XX 00000 INVESTORS: Vice President and Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner Xxxxxxx & Affiliates By: /s/ Xxxxxx Xxxxxx Every Name: Xxxxxx Xxxxxx Every Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP Its: General Partner ATV Capital & Affiliates By: The Column GroupName: Title: Executed as of the date first written above. COMPANY: Juniper Medical, LLC Its: General Partner Inc. By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITALHOLDER: Xxxxx Xxxxxxxx, PhD. Address: INVESTORS: INVESTORS: Advanced Technology Ventures VII, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES IIAdvanced Technology Ventures VII, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management Trust Company, as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment General Partner Title: General Partner Advanced Technology Ventures VII (B), L.P. Advanced Technology Ventures VII (B), L.P. By: /s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: General Partner Title: General Partner Signature page to Stock Purchase, Right of First Refusal and Co-Sale Agreement (with Xx. Xxxxxxxx) EXHIBIT A List of Investors Name and Address Xxxxxxx & Affiliates ATV Capital & Affiliates Appendix D ROYALTY OBLIGATIONS FOR SECTION 4.5(d) In the Fifth Amended and Restated Investor Rights Agreement event that COMPANY is obligated to make royalty payments under the XXXXXXXX LICENSE for the XXXXXXXX PATENT (the “Amendment”) is made as of the 21st day of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “CorporationXXXXXXXX ROYALTY”), and the other signatories hereto. Capitalized terms used and not otherwise defined herein COMPANY’s royalty obligations to HOSPITAL shall have the meanings ascribed to such terms in the Fifth Amended and Restated Investor Rights Agreement, dated be as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”)follows.
Appears in 1 contract
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed as of the date first written above. COMPANY: CONSTELLATION PHARMACEUTICALSEPIZYME, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxxxx Title: President and Chief Executive Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PURCHASERS: S.R. ONE, LIMITED XXXXX XXXXXXX XXXXXX XXXXX XXX XXXXX /s/ Xxxxxx Xxxxxxx XXXXXX XXXXXXX AMGEN VENTURES LLC By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Title: Vice President and Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH ASTELLAS VENTURE FUND II, I LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP Its: General Partner By: The Column Group, Astellas Venture Management LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITAL, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS BAY CITY CAPITAL FUND V, L.P. By: VEF Bay City Capital Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, V LLC, its General Partner By: Bay City Capital LLC, its Manager By: /s/ Xxx Xxxxxx Xxxx Xxxxxxxxxxx Name: Xxx Xxxxxx Xxxx Xxxxxxxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO BAY CITY CAPITAL FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP V CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Bay City Capital GP VI Management V LLC, its General Partner By: OrbiMed Advisors LLC Bay City Capital LLC, its Managing Member Manager By: /s/ Xxxx X. Xxxxxx Xxxxxxxxxxx Name: Xxxx X. Xxxxxx Xxxxxxxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Managing Partner By: OrbiMed Advisors LLC, its Managing Member CELGENE EUROPEAN INVESTMENT COMPANY LLC By: /s/ Xxxx Xxxxxx X. Xxxxxx Hugin Name: Xxxx Xxxxxx X. Xxxxxx Hugin Managing Officer, Celgene International Sarl, for and Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL IIon behalf of Celgene European Investment Company LLC KPCB HOLDINGS, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management Trust CompanyINC., as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED Nominee By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to President MPM BIOVENTURES IV-QP, L.P. By: MPM BIOVENTURES IV GP LLC, its General Partner By: MPM BIOVENTURES IV LLC, its Managing Member By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Member MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG By: MPM BIOVENTURES IV GP LLC, in its capacity as the Fifth Amended Managing Limited Partner By: MPM BIOVENTURES IV LLC, its Managing Member By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Member MPM ASSET MANAGEMENT INVESTORS BV4 LLC By: MPM BIOVENTURES IV, LLC, its Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Member MPM BIOVENTURES IV STRATEGIC FUND, L.P. By: MPM BIOVENTURES IV GP LLC, its General Partner By: MPM BIOVENTURES IV LLC, its Managing Member By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Member NEW ENTERPRISE ASSOCIATES 13, LIMITED PARTNERSHIP By: NEA Partners 13, Limited Partnership, its general partner By: NEA 13 GP, LTD, its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer NEA VENTURES 2009, LIMITED PARTNERSHIP By: /s/ Xxxxx X. Xxxxxx its Vice-President Exhibit A List of Purchasers Name and Restated Investor Rights Agreement Address Amgen Ventures LLC Xxx Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxxx Xxxxx and Xxxxxxx Xxxxx Fax: (the “Amendment”000) is made as of the 21st day of June000-0000 Email: xxxxxx@xxxxx.xxx xxxxxx@xxxxx.xxx Astellas Venture Fund I LP 0000 Xxxx Xxxx Xxxx, 2018Xxxxx 000 Xxxxx Xxxx, by XX 00000 Attn: Xx. Xxxxx Xxxxxxx Bay City Capital Fund V, L.P. Bay City Capital Fund V Co-Investment Fund, L.P. 000 Xxxxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 Celgene European Investment Company LLC Xxxxx xx Xxxxxxx 0 0000 Xxxxxx Xxxxxxxxxxx KPCB Holdings, Inc. 0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 MPM BioVentures IV-QP, L.P. MPM BioVentures IV GmbH & Co. Beteiligungs KG MPM Asset Management Investors BV4 LLC MPM BioVentures IV Strategic Fund, L.P. c/o MPM Capital The Xxxx Xxxxxxx Tower 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 New Enterprise Associates 13, Limited Partnership NEA Ventures 2009, Limited Partnership 0000 Xxxxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxx and among Constellation PharmaceuticalsXxxxx Xxxxxx Xx. Xxxxx Xxxxxxx 00 Xxxxxx Xxxxxxx Xxxxx Xxxxxx, Inc.Xxxxxxxxxxxxx 00000 Dr. Xxxxxx Xxxxx 00 Xxxxx Xxxx Xxxxxx, a Delaware corporation (the “Corporation”)Xxxxxxxxxxxxx 00000 Xx. Xxxxxx X. Evans 0000 Xxxxxxxxxx Xxxx Xx Xxxxx, and the other signatories hereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Amended and Restated Investor Rights Agreement, dated as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”).Xxxxxxxxxx 00000 Dr. H. Xxxxxx Xxxxxxx 00 Xxxxxxx Xxxx
Appears in 1 contract
Samples: Rights Agreement (Epizyme, Inc.)
Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Executed as of the date first written above. COMPANY: CONSTELLATION AGIOS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: President and Chief Executive Officer [Signature Page to Fifth FOUNDERS: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Address: 00 Xxxxx Xxxx Xxxxxxxxx, XX 00000 /s/ Xxx Xxx Xxx Xxx Address: The Xxxxxxxx Family Institute for Breast Cancer Research 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0 /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Address: 000 Xxxxxxx Xxxx Xxxxxx, XX 00000 /s/ Xxxxxxx Xx Xxxxxxx Xx Address: 000 Xxxxxxx Xxxx Newton, MA 02459 Second Amended and Restated Investor Rights Agreement] Agreement PURCHASERS: S.R. ONEARCH VENTURE FUND VII, LIMITED L.P. By: ARCH Venture Partners VII, L.P. Its: General Partner By: ARCH Venture Partners VII, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx., Ph.D. Title: Vice President and FLAGSHIP VENTURES FUND 2007, L.P. By: Flagship Ventures 2007 General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] LLC Its: General Partner By: /s/ Xxxxxx Xxxxxx Name: Title: THIRD ROCK VENTURES, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] TOPSPIN BIOTECH FUND II, LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director TOPSPIN FUND LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director MSSB C/F XXX X XXXXXXX By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Managing Director THE COLUMN GROUP, LP By: The Column Group GP, LP L.P. Its: General Partner By: The Column GroupTRV GP, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer PONOI CAPITAL, L.P. By: Ponoi Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ Xxxxxxx Xxxxx Bachher Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Investment Officer [Signature Page to Fifth Amended and Restated Investor Rights Agreement] VENROCK ASSOCIATES V, L.P. By: Venrock Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VENROCK PARTNERS V, L.P. By: Venrock Partners Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name; Xxxxx X. Xxxxx Authorized Signatory VENROCK ENTREPRENEURS FUND V, L.P. By: VEF Management V, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CASDIN PARTNERS MASTER FUND LP By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner CASDIN VENTURE OPPORTUNITIES FUND, L.P. By: Casdin Venture Opportunities Fund GP, LLC, its General Partner By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP – Corporate Counsel SPUR VENTURES II, L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member of General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] SM CP LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [Signature Page to Fifth Amended and Restated Investor Rights Agreement] GRANT AND XXXXXXXXX PRINCESS XXXXXXXX COMMUNITY PROPERTY TRUST, U/D/T 8/84 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Trustee XXXXXXXX FAMILY PARTNERS I By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Partner [Signature Page to Fifth Amended and Restated Investor Rights Agreement] XXXXX X. AND XXXXX X. XXXXXXX 2004 TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MERITZ NS GLOBAL BIO FUND By: Meritz Securities Co., Ltd. Its: Co-managing general partner By: /s/ Song Min-Kyu Name: Song Min-Kyu Title: Deputy General Manager By: NS Investment Co., Ltd. Its: Co-managing general partner By: /s/ Tae-Xxxxxx Xxxx Name: Tae-Xxxxxx Xxxx Title: Managing Director By: Paratus Investment Co., Ltd. Its: Co-managing general partner By: /s/ Xxxx-Xx Xxx Name: Xxx, Xxxx-Xx Title: Managing Director VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. By: VHCP Management II, LLC Its: General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory VHCP CO-INVESTMENT HOLDINGS II, LLC By: VHCP Management II, LLC Its: Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] CORMORANT PRIVATE HEALTHCARE FUND I, LP By: /s/ Xxxxx Xxxx By: Cormorant Private Healthare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: /s/ Xxxxx Xxxx By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP CRMA SPV, L.P. By: /s/ Xxxxx Xxxx By: Cormorant Asset Management, LLC By: Xxxxx Xxxx, CEO/CIO Its: Attorney-in-Fact [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PRECISION ONCO LIMITED By: /s/ Yuan Sun Name: Yuan Sun Title: Director HH CTL HOLDINGS LIMITED By: /s/ Colm Xxxx X’Xxxxxxx Name: Colm Xxxx X’Xxxxxxx Title: Director DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] ORBIMED PRIVATE INVESTMENTS VI, LP By: OrbiMed Capital GP VI LLC, its General Partner By: OrbiMed Advisors LLC its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member ORBIMED GLOBAL HEALTHCARE MASTER FUND, L.P. By: OrbiMed Global Healthcare GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member [Signature Page to Fifth Amended and Restated Investor Rights Agreement] PONOI CAPITAL II, LP By: Ponoi II Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND HOSPITAL FOUNDATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory President and CEO Second Amended and Restated Investor Rights Agreement BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners, L.P. Its: General Partner By: BVF, Inc. Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President BIOTECHNOLOGY VALUE FUND II, L.P. By: BVF Partners, L.P. Its: General Partner By: BVF, Inc. Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President BVF INVESTMENTS, L.L.C. By: BVF Partners, L.P. Its: Manager By: BVF, Inc. Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President INVESTMENT 10, LLC By: BVF Partners, L.P. Its: Attorney-in-fact By: BVF, Inc. Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President Second Amended and Restated Investor Rights Agreement CELGENE EUROPEAN INVESTMENT COMPANY LLC By: /s/ Xxxx X’Xxxxx Name: Xxxx X’Xxxxx Title: Managing Director HAWKES BAY MASTER INVESTORS (CAYMAN) LP By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President and Counsel By: Wellington Management Company, LLP, as Investment Advisor for and on behalf of Hawkes Bay Master Investors (Cayman) LP SALTHILL INVESTORS (BERMUDA) L.P. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President and Counsel By: Wellington Management Company, LLP, as Investment Advisor for and on behalf of Salthill Investors (Bermuda) L.P. SALTHILL PARTNERS, L.P. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President and Counsel By: Wellington Management Company, LLP, as Investment Advisor for and on behalf of Salthill Partners, L.P. Second Amended and Restated Investor Rights Agreement WUXI PHARMATECH HEALTHCARE FUND I L.P. By: /s/ Xxxxxx Xx For and on behalf of WuXi PharmaTech Investments (Cayman) INC. As General Partner for and on behalf of WuXi PharmaTech Fund I General Partner L.P. Second Amended and Restated Investor Rights Agreement FIDELITY SELECT PORTFOLIOS: PHARMACEUTICALS PORTFOLIO By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxx: Deputy Treasurer FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxx: Deputy Treasurer FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR BIOTECHNOLOGY FUND By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxx: Deputy Treasurer FIDELITY MT. XXXXXX STREET TRUST: FIDELITY GROWTH COMPANY FUND By: /s/ Xxxx Xxxxx Xxxxxxx Xxxxxxxxx Name: Xxxx Xxxxx TitleXxxxxxx Xxxxxxxxx Xxxxx: Authorized Signatory FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management Trust Company, as Trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory [Signature Page to Fifth Amended and Restated Investor Rights Agreement] MOUNTAIN XXXX LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment to the Fifth Amended and Restated Investor Rights Agreement (the “Amendment”) is made as of the 21st day of June, 2018, by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and the other signatories hereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Amended and Restated Investor Rights Agreement, dated as of March 22, 2018, by and among the Corporation and the investors identified therein (the “XXX”).Deputy Treasurer
Appears in 1 contract
Samples: Investor Rights Agreement
