ContractWarrant Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • California
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 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.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 22, 2017 by and among Scholar Rock Holding Corporation, 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.”
SCHOLAR ROCK, LLC Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement In consideration and as a condition of my employment, continued employment by or other service relationship with Scholar Rock, LLC (along with its...Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT...Exclusive License Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
This Exclusive License Agreement (this “Agreement”) is made and entered into as of the date last written below (the “Effective Date”), by and among CHILDREN’S MEDICAL CENTER CORPORATION, a charitable corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having Its principal office at 300 Longwood Avenue, Boston, Massachusetts, 02115, U.S.A. (hereinafter referred to as “CMCC”), SCHOLAR ROCK, Inc., a Delaware corporation, and wholly-owned subsidiary of Scholar Rock, LLC (“Parent”), having Its principal office at 300 Third St., 4th Floor, Cambridge, Massachusetts, 02142, U.S.A. (hereinafter referred to as “Licensee”), and solely with respect to Article IV, Paragraph A 3, Parent. CMCC and Licensee may also be referred to individually as (“Party”) or collectively as (“Parties”).
Re: Letter AgreementLetter Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
On behalf of Scholar Rock, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Operating Officer (“COO”), and Head of Corporate Development. The terms and conditions of your employment are set forth below (this “Agreement”).
Re: Employment AgreementEmployment Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
On behalf of Scholar Rock, LLC (the “Company”), I am pleased to offer you the position of the Company’s President and Chief Executive Officer (“CEO”). The terms and conditions of your employment are set forth below.
EXHIBIT A Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement In consideration and as a condition of my employment by Scholar Rock LLC, a Delaware limited liability company (along with its Affiliates the "Company"), I hereby...Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
EXIDBIT A Non-Competition, Non-Solicitation, Co nfidentiality and Assignment Agreement In consideration and as a condition of my employment by Scholar Rock LLC, a Delaware limited l iability company (along with its Affil i ates the "Company"), I...Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Option and License Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
THIS OPTION AND LICENSE AGREEMENT (this “Agreement”) is dated as of December 17, 2013 (the “Effective Date”) by and between Scholar Rock, Inc., a Delaware company having its principal place of business at 300 Third St., 4th Floor, Cambridge, MA 02142 (“Scholar Rock”), and Janssen Biotech, Inc., a Pennsylvania corporation having its principal place of business at 800/850 Ridgeview Drive, Horsham, PA 19044 (“JBI”). Scholar Rock and JBI are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
