COMMON STOCK PURCHASE WARRANT REGULUS THERAPEUTICS INC.Common Stock Purchase Warrant • December 4th, 2020 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) on [________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Regulus Therapeutics Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGULUS THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • December 27th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
REGULUS THERAPEUTICS INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • December 27th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
REGULUS THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • December 27th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REGULUS THERAPEUTICS INC. , a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
REGULUS THERAPEUTICS INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 27th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
TRANCHE [1] [2] COMMON STOCK PURCHASE WARRANT REGULUS THERAPEUTICS INC.Security Agreement • May 9th, 2019 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS TRANCHE [1] [2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,[ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) on [ ]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Regulus Therapeutics Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGULUS THERAPEUTICS INC. and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As Of REGULUS THERAPEUTICS INC. Form of Debt Securities Warrant AgreementDebt Securities Warrant Agreement • January 29th, 2018 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2016 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 17, 2016 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and REGULUS THERAPEUTICS INC., a Delaware corporation with offices located at 10614 Science Center Dr., San Diego, California 92121 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LEASE AGREEMENTLease Agreement • March 9th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 11th day of February, 2021, between ARE-SD REGION NO. 58, LLC, a Delaware limited liability company (“Landlord”), and REGULUS THERAPEUTICS INC., a Delaware corporation (“Tenant”).
5,294,118 Shares REGULUS THERAPEUTICS INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2014 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
INTRODUCTION. Regulus Therapeutics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and Isis Pharmaceuticals, Inc., a Delaware corporation (the “Selling Stockholder”), proposes to sell to the several Underwriters, an aggregate of 5,294,118 shares (the “Firm Shares”) of the common stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Offering”), of which 4,411,765 shares are to be issued and sold by the Company and 882,353 shares are to be sold by the Selling Stockholder.
INDEMNITY AGREEMENTIndemnity Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASELease • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 19th day of March, 2010 (the “Execution Date”), by and between BMR-John Hopkins Court LLC, a Delaware limited liability company (“Landlord”), and Regulus Therapeutics Inc., a Delaware corporation (“Tenant”).
REGULUS THERAPEUTICS INC. COMMON STOCK SALES AGREEMENTSales Agreement • December 12th, 2018 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
] Shares REGULUS THERAPEUTICS INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
INTRODUCTION. Regulus Therapeutics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, $0.001 par value per share (the “Common Stock”), of the Company.
ContractEmployment Agreement • March 9th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 13, 2023, is made by and among REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
LICENSE AGREEMENTLicense Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
At the Max-Planck-Institute for Biophysical Chemistry in Goettingen, an institute of the Max-Planck-Gesellschaft zur Foerderung der Wissenschaften e.V. (hereinafter “MPG”), a German non-profit scientific research organisation, Dr. Thomas Tuschi and other scientists of MPG have discovered certain microRNA sequences (internal MI file no. […****…]). MPG has filed certain MPG Patent Rights (as later defined herein) relating thereto.
REGULUS THERAPEUTICS INC. FOUNDING INVESTOR RIGHTS AGREEMENTFounding Investor Rights Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS FOUNDING INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 1st day of January 2009, by and among Regulus Therapeutics Inc., a Delaware corporation (the “Company”) on the one hand, and Isis Pharmaceuticals, Inc., a Delaware Corporation (“Isis”) and Alnylam Pharmaceuticals, Inc., a Delaware corporation (“Alnylam”) who are each holders of the Company’s Series A Preferred Stock (the “Preferred Stock”) on the other hand. Isis and Alnylam may be referred to hereinafter collectively as the “Founding Investors” and each individually as a “Founding Investor”. The Company, Isis and Alnylam may be referred to hereinafter collectively as the “Parties” and each individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2023 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made and entered into effective as of June 12, 2023 (the “Effective Date”), by and between Regulus Therapeutics Inc., a Delaware corporation (the “Company”), and Preston S. Klassen, M.D., MHS (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS NOTE PURCHASE AGREEMENT, (the “Purchase Agreement”) dated as of August 15, 2012 (the “Effective Date”), is between Regulus Therapeutics Inc., a Delaware corporation (the “Company”), and Biogen Idec MA Inc., a Massachusetts corporation (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2024 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and among REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
241684614 v6 2 California (the “New Premises”) in the condition required under that certain lease agreement (the “New Lease”) to be entered into between Assignor and the New Landlord (such date, the “New Lease Delivery Date”). 3. Assumption of Lease....Assignment and Assumption of Lease • March 9th, 2021 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
AMENDED AND RESTATED LICENSE AGREEMENT betweenLicense Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
Max-Planck-Gesellschaft zur Foerderung der Wissenschaften e.V. (“MPG”), a German, non-profit scientific research organisation, is the applicant of certain Patent Rights (as later defined herein) relating to “MicroRNA Molecules” by Thomas Tuschl, […***…], […***…] and […***…] (MI case No. […***…]). The described nucleic acid molecules may be used, for example, as modulators or targets of developmental processes or disorders associated with developmental disorders such as cancer. To the best of MI’s knowledge, MPG is the owner of the Patent Rights.
REGULUS THERAPEUTICS INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 11th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 10, 2012 by and between Regulus Therapeutics Inc., a Delaware corporation (the “Company”), and AstraZeneca AB, a limited liability company organized under the laws of Sweden (“Investor”). The Company and Investor may be referred to hereinafter collectively as the “Parties” and each individually as a “Party.”
REGULUS THERAPEUTICS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2014 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 4, 2014, by and between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and AVENTIS HOLDINGS INC., a Delaware corporation (“Investor”). The Company and Investor may be referred to hereinafter collectively as the “Parties” and each individually as a “Party.”
PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN GLAXO GROUP LIMITED AND REGULUS THERAPEUTICS LLCProduct Development and Commercialization Agreement • September 18th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
GlaxoSmithKline and Regulus Therapeutics Form Strategic Alliance To Develop MicroRNA Targeted Therapeutics to Treat Inflammatory Diseases
COLLABORATION AND LICENSE AGREEMENT between REGULUS THERAPEUTICS INC. And ASTRAZENECA ABCollaboration and License Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • England and Wales
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into this August 14, 2012 (the “Effective Date”), by and between ASTRAZENECA AB, a company organized under the laws of Sweden (“AstraZeneca”) having a place of business at SE-431 83 Mölndal, Sweden, and REGULUS THERAPEUTICS INC., a Delaware Corporation (“Regulus”) having a place of business at 3545 John Hopkins Court, San Diego, California 92121-1121, U.S.A. AstraZeneca and Regulus each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2019 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 3, 2019, is made by and among REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
NON-EXCLUSIVE TECHNOLOGY ALLIANCE AND OPTION AGREEMENT between REGULUS THERAPEUTICS INC. and SANOFI-AVENTISNon-Exclusive Technology Alliance and Option Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS NON-EXCLUSIVE TECHNOLOGY ALLIANCE AND OPTION AGREEMENT (the “Agreement”) is made and entered into this June 17, 2010 (the “Effective Date”), by and between SANOFI-AVENTIS, a French Corporation (“Sanofi”) having a place of business at 174 avenue de France, 75013, Paris, France and registered in the Paris Trade and Company Register under no. 395 030 844, and REGULUS THERAPEUTICS INC., a Delaware Corporation (“Regulus”) having a place of business at 1896 Rutherford Road, Carlsbad, California 92008. Sanofi and Regulus each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
CO-EXCLUSIVE LICENSE AGREEMENTCo-Exclusive License Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
This Agreement by and among THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, ALNYLAM PHARMACEUTICALS, INC., a corporation having a principal place of business at 300 Third Street, Cambridge MA 02142, and its Affiliates (“Alnylam”), and ISIS PHARMACEUTICALS, INC., a corporation having a principal place of business at 1896 Rutherford Road, Carlsbad, CA 92008, and its Affiliates (“Isis”) (individually, Alnylam and Isis and their respective Affiliates are each a “Licensee” and collectively, the “Licensees”) is effective on the 31st day of August, 2005 (“Effective Date”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 5th, 2014 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 4, 2014, is made by and between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and AVENTIS HOLDINGS INC., a Delaware corporation (“Purchaser”).
SUMMARY OF BASIC LEASE INFORMATIONLease Agreement • August 5th, 2015 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.
EXCLUSIVE LICENSE AND NONEXCLUSIVE OPTION AGREEMENT BETWEEN GLAXO GROUP LIMITED AND REGULUS THERAPEUTICS INC.Exclusive License and Nonexclusive Option Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
Carlsbad, CA., February 24, 2010 — Regulus Therapeutics Inc. today announced the establishment of a new collaboration with GlaxoSmithKline (GSK) to develop and commercialize microRNA therapeutics targeting microRNA-122 in all fields with Hepatitis C Viral infection (HCV) as the lead indication. Under the terms of the new collaboration, Regulus will receive additional upfront and early-stage milestone payments with the potential to earn more than $150 million in miR-122-related combined payments, and tiered royalties up to double digits on worldwide sales of products.
NYU-REGULUS LICENSE AGREEMENTLicense Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
If a particular technical milestone is achieved before the issuance of a Therapeutic Claim, then the milestone payment for such milestone will be made upon issuance of a Therapeutic Claim. If a Therapeutic Claim issues before a particular technical milestone, then the milestone payment for such milestone will be made upon achievement of such technical milestone.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 8th, 2018 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is made effective as of October 4, 2017 (the “First Amendment Date”) and made, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and REGULUS THERAPEUTICS INC., a Delaware corporation with offices located at 10614 Science Center Dr., San Diego, California 92121 (“Borrower”).
