Shares PREVAIL THERAPEUTICS INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2019 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
PREVAIL THERAPEUTICS INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • July 1st, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between PREVAIL 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”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 11th, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
Prevail Therapeutics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
PREVAIL THERAPEUTICS INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • July 1st, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between PREVAIL 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”).
PREVAIL THERAPEUTICS INC. AND ___________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • July 1st, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between PREVAIL 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”).
PREVAIL THERAPEUTICS INC. INDEMNITY AGREEMENTIndemnification Agreement • May 24th, 2019 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , between Prevail Therapeutics a Delaware corporation (the “Company”), and (“Indemnitee”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 15th, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 14, 2020, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Tyto Acquisition Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Purchaser”), and one or more persons set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated Employment Agreement (the “Agreement”) is entered into effective as of (the “Effective Date”), by and between Yong Dai (“Executive”) and Prevail Therapeutics Inc. (the “Company”).
LICENSE AGREEMENTLicense Agreement • May 24th, 2019 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (“Agreement”) is entered into as of August 7, 2017 (“Effective Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware, with offices at 9600 Blackwell Road, Suite 210, Rockville, MD 20850 (“Licensor”), and Prevail Therapeutics, Inc., a corporation organized under the laws of the State of Delaware with offices at 601 Lexington Avenue, 54th Floor, New York, NY 10022 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER among ELI LILLY AND COMPANY, TYTO ACQUISITION CORPORATION, and PREVAIL THERAPEUTICS INC. Dated as of December 14, 2020Merger Agreement • December 15th, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2020 (this “Agreement”), among Eli Lilly and Company, an Indiana corporation (“Parent”), Tyto Acquisition Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and Prevail Therapeutics Inc., a Delaware corporation (the “Company”).
PREVAIL THERAPEUTICS INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DATED AS OF MARCH 19, 2019Investors’ Rights Agreement • May 24th, 2019 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 19th day of March, 2019, by and among Prevail Therapeutics Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
LICENSE AGREEMENTLicense Agreement • May 24th, 2019 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (“Agreement”) is entered into as of May 10, 2018 (“Effective Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware, with offices at 9600 Blackwell Road, Suite 210, Rockville, MD 20850 (“Licensor”), and Prevail Therapeutics, Inc., a corporation organized under the laws of the State of Delaware with offices at 430 East 29th Street, Suite 940, New York, NY 10016 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
ANNEX IV FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 15th, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), is entered into by and between Eli Lilly and Company, an Indiana corporation (“Parent”), Tyto Acquisition Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and [●], a [●], as Rights Agent (as defined herein). Capitalized terms used herein but not defined shall have the meaning assigned to such terms in the Merger Agreement (as defined herein).
