SHAREHOLDERS AND OPTION AGREEMENT OF ALIZÉ PHARMA SAS December 19, 2017Shareholders and Option Agreement • November 6th, 2018 • OvaScience, Inc. • Pharmaceutical preparations
This SHAREHOLDERS AND OPTION AGREEMENT (the “Agreement”), dated as of December 19, 2017 is by and between MILLENDO THERAPEUTICS, INC., a Delaware corporation(together with its successors or assigns that hold Shares, the “Majority Shareholder”), and OTONNALE SAS, a French société par actions simplifiée, whose registered office is located at 15 Chemin du Saquin, Espace Europen, Bät G, 69130 Ecully, France, registered under number 539 195 438 with the Lyon Trade and Companies Register (together with its successors or assigns that hold Shares, the “Minority Shareholder”), in the presence of ALIZÉ PHARMA, a French société par actions simplifiée, whose registered office is located at 15, Chemin du Saquin, Espace Européen, 69130 Ecully, France, registered under number 497 575 621 with the Lyon Trade and Companies Register (the “Company”). Each of the Majority Shareholder and the Minority Shareholder are sometimes referred to herein as a “Shareholder” and, collectively, as the “Shareholders”.
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 6th, 2018 • OvaScience, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 19th day of December, 2017, by and among MILLENDO THERAPEUTICS, INC., a Delaware corporation (formerly known as Atterocor, Inc.) (the “Company”), the persons or entities listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor”.
Lease AgreementLease Agreement • November 6th, 2018 • OvaScience, Inc. • Pharmaceutical preparations • Michigan
This Lease Agreement (“Lease”) is made as of the 31st day of December, 2015, by and between Millendo Therapeutics, Inc., a Delaware corporation as “Tenant” and 301 N. Main Street, L.L.C., a Michigan limited liability company as “Landlord”:
MILLENDO THERAPEUTICS SAS FIRST AMENDMENT TO SHAREHOLDERS AND OPTION AGREEMENTShareholders and Option Agreement • November 6th, 2018 • OvaScience, Inc. • Pharmaceutical preparations
This First Amendment to the Shareholders and Option Agreement (the “Amendment”), dated as of September 28, 2018 is by and between MILLENDO THERAPEUTICS, INC., a Delaware corporation(together with its successors or assigns that hold Shares, the “Majority Shareholder”), and OTONNALE SAS, a French société par actions simplifiée, whose registered office is located at 15 Chemin du Saquin, Espace Europen, Bät G, 69130 Ecully, France, registered under number 539 195 438 with the Lyon Trade and Companies Register (together with its successors or assigns that hold Shares, the “Minority Shareholder”), in the presence of MILLENDO THERAPEUTICS SAS (formerly known as ALIZÉ PHARMA SAS), a French société par actions simplifiée with a share capital of EUR 220,950, whose registered office is located at Espace européen - 15, Chemin du Saquin, 69130 Ecully, registered at the Lyon Trade and Companies register under number 497 575 621 (the “Company”). Each of the Majority Shareholder and the Minority Share
MILLENDO THERAPEUTICS, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 6th, 2018 • OvaScience, Inc. • Pharmaceutical preparations • Delaware
This First Amendment to the Second Amended and Restated Investor Rights Agreement (the “Amendment”), dated as of October 24, 2018 is by and between MILLENDO THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the persons or entities listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.” The Company and the Investors are sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
Lease Extension and Modification AgreementExtension and Modification Agreement • November 6th, 2018 • OvaScience, Inc. • Pharmaceutical preparations
WHEREAS, the parties entered into a Lease Agreement for office space located in the City of Ann Arbor, County of Washtenaw, State of Michigan, and commonly known as 301 N. Main Street, Suite 100 (“Leased Premises”), dated December 31, 2017 (“Lease”); and
Lease Extension and Modification AgreementOvaScience, Inc. • November 6th, 2018 • Pharmaceutical preparations
WHEREAS, the parties entered into a Lease Agreement for office space located in the City of Ann Arbor, County of Washtenaw, State of Michigan, and commonly known as 301 N. Main Street, Suite 100 (“Leased Premises”), dated December 31, 2015, but commencing as of January 1, 2016 (“Lease”); and
