● ] Shares Metacrine, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2020 • Metacrine, Inc. • Pharmaceutical preparations • New York
METACRINE, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • October 4th, 2021 • Metacrine, Inc. • Pharmaceutical preparations • New York
Metacrine, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
METACRINE, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20 METACRINE, INC. FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • October 4th, 2021 • Metacrine, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between METACRINE, 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”).
METACRINE, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20 METACRINE, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • October 4th, 2021 • Metacrine, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between METACRINE, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • August 24th, 2020 • Metacrine, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between METACRINE, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
METACRINE, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20 METACRINE, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTDebt Securities Warrant Agreement • October 4th, 2021 • Metacrine, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between METACRINE, 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”).
METACRINE, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 24th, 2020 • Metacrine, Inc. • Pharmaceutical preparations • California
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 26, 2019, by and among METACRINE, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 24th, 2020 • Metacrine, Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 27, 2019 (the “Closing Date”) is entered into among METACRINE, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC and any other lender from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”).
METACRINE, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 24th, 2020 • Metacrine, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”) is made and entered into effective as of May 29, 2020 (the “Effective Date”), by and between Preston S. Klassen, MD, MHS (“Executive”) and Metacrine, Inc. (the “Company”).
AMENDED AND RESTATED EXCLUSIVE FXR LICENSE AGREEMENTStock Issuance Agreement • August 24th, 2020 • Metacrine, Inc. • Pharmaceutical preparations • California
This Amended and Restated Exclusive FXR License Agreement (the “Agreement”) is made and entered into as of November 10, 2016 (the “Effective Date”) by and between The Salk Institute for Biological Studies, San Diego, California, a nonprofit public benefit corporation organized under the laws of the State of California (“Salk”) with an address at 10010 North Torrey Pines Road, San Diego, California 92037 and Metacrine, Inc., a corporation organized under the laws of the State of Delaware (“Licensee”) with an address at 12780 El Camino Real, Suite #301, San Diego, CA 92130, and together with the Amended and Restated Exclusive FGF1 Agreement (the “FGF1 Agreement”); amends and restates in its entirety the EXCLUSIVE PATENT LICENSE AGREEMENT between Salk and Licensee dated January 12, 2015 (the “Original Effective Date”), as amended December 21, 2015 (Salk Reference Number 2016- 0241, the “First Amendment”) (as so amended Salk Reference Number 2015-0002, the “Original License Agreement”), ef
AGREEMENT AND PLAN OF MERGER among EQUILLIUM, INC., METACRINE, INC., EQUILLIUM ACQUISITION SUB, INC. and TRIUMPH MERGER SUB, INC. Dated as of September 6, 2022Agreement and Plan of Merger • September 6th, 2022 • Metacrine, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of September 6, 2022, among METACRINE, INC., a Delaware corporation (the “Company”), EQUILLIUM, INC., a Delaware corporation (“Parent”), EQUILLIUM ACQUISITION SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent, (“Acquisition Sub”), and TRIUMPH MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Acquisition Sub (“Merger Sub”). Parent, Acquisition Sub, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
METACRINE, INC. CONSULTING AGREEMENTConsulting Agreement • May 12th, 2022 • Metacrine, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (this “Agreement”) is effective as of January 7, 2022 (the “Effective Date”) by and between Metacrine, Inc., a Delaware corporation (the “Company”) located at 3985 Sorrento Valley Blvd, Suite C, San Diego, California 92121, and Hubert Chen (“Consultant”) an individual with the address on file with the Company.
ContractMetacrine, Inc. • August 24th, 2020 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Metacrine, Inc.Employment Agreement • August 24th, 2020 • Metacrine, Inc. • Pharmaceutical preparations • California
On behalf of Metacrine, Inc. (the “Company”), I am pleased to offer you the position of the Company’s President and Chief Executive Officer. The terms of your employment are set forth below.
LEASE AGREEMENTLease Agreement • August 24th, 2020 • Metacrine, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 16th day of June, 2017, between ARE-SD REGION NO. 30, LLC, a Delaware limited liability company (“Landlord”), and METACRINE, INC., a Delaware corporation (“Tenant”).
METACRINE, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 12th, 2018 • Metacrine, Inc. • Pharmaceutical preparations • California
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 5, 2018, by and among METACRINE, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
ContractMetacrine, Inc. • November 12th, 2021 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
METACRINE, INC. SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • January 28th, 2022 • Metacrine, Inc. • Pharmaceutical preparations • California
This Separation and Consulting Agreement (this “Agreement”) is effective as of January 27, 2022 (“Effective Date”), by and between Metacrine, Inc., a Delaware corporation (the “Company”) located at 3985 Sorrento Valley Blvd, Suite C, San Diego, California 92121, and Catherine Lee (“Lee” or “Consultant”) an individual with the address on file with the Company.
AGREEMENT FOR TERMINATION OF LEASE AND VOLUNTARY SURRENDER OF PREMISESAgreement for Termination of Lease • March 15th, 2022 • Metacrine, Inc. • Pharmaceutical preparations
This Agreement for Termination of Lease and Voluntary Surrender of Premises (this “Agreement”) is made and entered into as of March 11, 2022, by and between ARE-SD REGION NO. 30, LLC, a Delaware limited liability company (“Landlord”), and METACRINE, INC., a Delaware corporation (“Tenant”), with reference to the following:
Re: Separation and Consulting AgreementMetacrine, Inc. • July 31st, 2020 • Pharmaceutical preparations • California
This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Metacrine, Inc. (the “Company”) is offering to you.
EXHIBIT A CONFORMED LOAN AND SECURITY AGREEMENTConformed Loan and Security Agreement • November 12th, 2021 • Metacrine, Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 27, 2019 (the “Closing Date”) is entered into among Metacrine, Inc., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC and any other lender from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”).
SECOND AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE FXR LICENSE AGREEMENTExclusive FXR License Agreement • August 27th, 2018 • Metacrine, Inc. • Pharmaceutical preparations
This Second Amendment to Amended and Restated Exclusive FXR License Agreement (this “Amendment”) is made and effective July 25, 2018 (the “Amendment Effective Date”) by and between The Salk Institute for Biological Studies (“Salk”) and Metacrine, Inc. (“Licensee”), and amends the Amended and Restated Exclusive FXR License Agreement between the Parties effective November 10, 2016 (the “License”). Salk and Licensee shall be individually referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used herein and not otherwise defined shall have the meaning assigned in the License.
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement And • January 24th, 2023 • Metacrine, Inc. • Pharmaceutical preparations • California
This Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Metacrine, Inc. (“Employer”) and Preston Klassen (“Employee”) with respect to the following facts:
FIRST AMENDMENT TO LICENSE AGREEMENT ID 2017-0184License Agreement • August 27th, 2018 • Metacrine, Inc. • Pharmaceutical preparations
This First Amendment to License Agreement ID 2017-0184 between the parties dated November 10, 2016 (this “First Amendment”) is effective Feb 4, 2017 (the “First Amendment Date”), by and between The Salk Institute for Biological Studies, San Diego, California, a nonprofit public benefit corporation organized and existing under the laws of the State of California, USA, having an office at 10010 North Torrey Pines Road, La Jolla, CA 92037 (“Salk”) and Metacrine, Inc., having a principal place of business at 12780 El Camino Real, Suite 301, San Diego, CA 92130 (“Licensee”).
Re:Transition, Separation and Consulting AgreementEmployee Confidential Information and Inventions Agreement • March 30th, 2022 • Metacrine, Inc. • Pharmaceutical preparations • California
This letter sets forth the substance of the transition and separation agreement (the “Agreement”) that Metacrine, Inc. (the “Company”) is offering to you.
