Avidity Biosciences, Inc. Sample Contracts

AVIDITY BIOSCIENCES, INC. $150,000,000 OF SHARES OF COMMON STOCK PAR VALUE $0.0001 PER SHARE SALES AGREEMENT
Sales Agreement • July 2nd, 2021 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York

Avidity Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

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Contract
Underwriting Agreement • August 15th, 2024 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 22nd, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Avidity Biosciences, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.

LEASE AGREEMENT
Lease Agreement • June 8th, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations

THIS LEASE AGREEMENT (this “Lease”) is made this 31 day of March, 2014, between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and AVIDITY NANOMEDICINES LLC, a Delaware limited liability company (“Tenant”).

Avidity Biosciences, Inc. COMMON STOCK SALES AGREEMENT
Common Stock Sales Agreement • November 8th, 2022 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York

Avidity Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

Re:Offer of Employment
Employment Agreement • March 15th, 2021 • Avidity Biosciences, Inc. • Pharmaceutical preparations

Avidity Biosciences, Inc. (the “Company”) is pleased to offer you employment as the Company’s Chief Technical Officer on the terms and conditions set forth in this letter agreement (the “Agreement”).

AVIDITY BIOSCIENCES, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 29th, 2024 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (the “Agreement”) is made as of February 28, 2024 (the “Effective Date”), by and between Avidity Biosciences, Inc., a Delaware corporation (the “Company”), and each of the purchasers whose names are set forth on Schedule A hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

Contract
Employment Agreement • November 7th, 2024 • Avidity Biosciences, Inc. • Pharmaceutical preparations
RTW Master Fund, Ltd. RTW Innovation Master Fund, Ltd. RTW Venture Fund Limited c/o RTW Investments, LP New York, NY, 10011 USA Attn: Roderick Wong, M.D. Re: IPO Participation Right
Ipo Participation Right • May 22nd, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations

This letter agreement (this “Agreement”) memorializes the agreement and understanding between RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited (collectively, “RTW”), on the one hand, and Avidity Biosciences, Inc., a Delaware corporation (the “Company”), on the other hand, regarding the Company’s grant to RTW of the right to participate in the Company’s future initial public offering of its equity securities on the terms, and subject to the conditions, set forth below.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 22nd, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 7, 2015 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation (“Bank”), and AVIDITY NANOMEDICINES LLC, a Delaware limited liability company (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

GENERAL RELEASE OF CLAIMS
General Release of Claims • May 22nd, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations • California

THIS GENERAL RELEASE OF CLAIMS (this “Release”) is entered into by and between Avidity Biosciences, Inc., a Delaware corporation (the “Company”), and Kent Hawryluk (“Executive”), as of the Effective Date (as defined below).

Contract
Warrant Agreement • May 22nd, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations • California

THIS WARRANT AND THE UNITS ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

RESEARCH COLLABORATION AND LICENSE AGREEMENT between ELI LILLY AND COMPANY and AVIDITY BIOSCIENCES, INC.
Research Collaboration and License Agreement • May 22nd, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York

THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is entered into as of April 17, 2019 (the “Effective Date”) by and between AVIDITY BIOSCIENCES, INC., a Delaware corporation having an address at 10975 N. Torrey Pines Rd., Suite 150, La Jolla, CA 92037 (“Avidity”), and ELI LILLY AND COMPANY, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”). Lilly and Avidity are each hereafter referred to individually as a “Party” and together as the “Parties.”

AVIDITY BIOSCIENCES, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 22nd, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of November 8, 2019, by and among AVIDITY BIOSCIENCES, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

•] Shares AVIDITY BIOSCIENCES, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Such omitted information has been noted in this document with a placeholder...
Securities Purchase Agreement • February 28th, 2024 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 27, 2023, between Avidity Biosciences, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

CONSULTING AGREEMENT
Consulting Agreement • March 1st, 2022 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York

This Consulting Agreement (the “Agreement”) is entered into and effective 22 January 2022 (the “Effective Date”) by and between Joseph Baroldi (“Consultant”) and Avidity Biosciences, Inc. (“Avidity”), a Delaware corporation, with offices located at 10578 Science Center Drive, Suite 125, San Diego, California 92121, USA. Consultant and Avidity shall be referred to individually as a “Party” and together as the “Parties.”

AMENDED AND RESTATED LEASE AGREEMENT
Lease Agreement • March 15th, 2021 • Avidity Biosciences, Inc. • Pharmaceutical preparations

THIS AMENDED AND RESTATED LEASE AGREEMENT AMENDS, RESTATES AND SUPERSEDES IN ITS ENTIRETY THAT CERTAIN LEASE AGREEMENT DATED AS OF June 1, 2020 (THE “ORIGINAL LEASE”), BY AND BETWEEN TENANT (AS DEFINED BELOW) AND LANDLORD (AS DEFINED BELOW).

LEASE AGREEMENT
Lease Agreement • June 8th, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations

THIS LEASE AGREEMENT (this “Lease”) is made this 1st day of June, 2020, between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and AVIDITY BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

RESEARCH COLLABORATION AND LICENSE AGREEMENT between AVIDITY BIOSCIENCES, INC. and BRISTOL MYERS SQUIBB COMPANY Dated as of November 27, 2023
Research Collaboration and License Agreement • February 28th, 2024 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York

This Research Collaboration and License Agreement (this “Agreement”), effective as of November 27, 2023 (the “Effective Date”), is entered into by and between Bristol Myers Squibb Company, a Delaware corporation having a place of business at Route 206 and Province Line Road, Lawrenceville, NJ 08540 (“BMS”), and Avidity Biosciences, Inc., a Delaware corporation having a place of business at 10578 Science Center Drive, Suite 125, San Diego, CA 92121 (“Avidity”). BMS and Avidity are referred to individually as a “Party” and collectively as the “Parties.”

Re: Second Amended and Restated Employment Agreement Dear Art:
Employment Agreement • February 28th, 2023 • Avidity Biosciences, Inc. • Pharmaceutical preparations

Avidity Biosciences, Inc. (the “Company”) and you entered into that certain Amended and Restated Employment Agreement, dated as of May 15, 2020 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agreement (the “Agreement”), effective immediately, to set forth the terms of your continued employment with the Company.

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GENERAL RELEASE OF CLAIMS
General Release of Claims • November 9th, 2021 • Avidity Biosciences, Inc. • Pharmaceutical preparations • California

THIS GENERAL RELEASE OF CLAIMS (this “Release”) is entered into by and between Avidity Biosciences, Inc., a Delaware corporation (the “Company”), and Jae B. Kim, M.D. (“Executive”), as of the Effective Date (as defined below).

August 14, 2020 Teresa McCarthy c/o Avidity Biosciences, Inc. 10975 N. Torrey Pines Rd., Suite 150 La Jolla, CA 92037
Employment Agreement • May 10th, 2022 • Avidity Biosciences, Inc. • Pharmaceutical preparations

Avidity Biosciences, Inc. (the "Company") is pleased to offer you employment as the Company's Chief Human Resources Officer on the terms and conditions set forth in this letter agreement (the "Agreement").

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