BG MEDICINE, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 30th, 2012 • BG Medicine, Inc. • Services-medical laboratories • Delaware
WHEREAS, the Company desires to grant to the Participant an option to purchase shares of its common stock, $0.001 par value per share (the “Shares”) as an inducement material to the Participant’s entering into employment as President and Chief Executive Officer of the Company in accordance with the terms of an employment agreement with the Company dated October 29, 2011 and effective as of January 9, 2012 (the “Employment Agreement”);
Re: Employment AgreementEmployment Agreement • March 30th, 2012 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
On behalf of BG Medicine, Inc. (the “Company”) and the entire Board of Directors of the Company (the “Board”), I am delighted to make this offer of employment with the Company. This offer letter agreement (the “Agreement”) describes the terms and conditions of your employment.
Re: Employment AgreementEmployment Agreement • March 30th, 2012 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
On behalf of BG Medicine, Inc. (the “Company”), and the entire Board of Directors of the Company (the “Board”), I am delighted to make this conditional offer of employment with the Company. This offer letter agreement (the “Agreement”) describes the terms and conditions of your employment, subject to the condition described in Section 1 below.
AMENDMENT No. 2BG Medicine, Inc. • March 30th, 2012 • Services-medical laboratories
AMENDMENT TO THE PARTICIPATION AGREEMENTThe Participation Agreement • March 30th, 2012 • BG Medicine, Inc. • Services-medical laboratories
THIS AMENDMENT TO THE PARTICIPATION AGREEMENT (this “Amendment”) is entered into as of the 5th day of January, 2011 (“Amendment Effective Date”) by and between BG Medicine, Inc., a corporation having offices at 610N Lincoln Street, Waltham Massachusetts 02451 (“BGM”) and Takeda Pharmaceutical Company Limited having offices at 1-1 Doshomachi 4-Chome, Chuo-ku, Osaka 540 8645, Japan (“Participant”) and amends that certain PARTICIPATION AGREEMENT between BGM and Participant, dated March 31, 2008, (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings given them in the Agreement.
THIRD AMENDMENT TO THE PARTICIPATION AGREEMENTParticipation Agreement • March 30th, 2012 • BG Medicine, Inc. • Services-medical laboratories
THIS THIRD AMENDMENT TO THE PARTICIPATION AGREEMENT (this Third Amendment”) is entered into as of this 28th day of May, 2010 (“Third Amendment Effective Date”) by and between BG Medicine, Inc. (“BGM”) and Merck Sharp & Dohme Corp., formerly Merck & Co., Inc., (“Participant”) and amends that certain PARTICIPATION AGREEMENT between BGM and Participant, dated July 28, 2006, as amended by that AMENDMENT TO THE PARTICPATION AGREEMENT effective October 10, 2006 (the “First Amendment”) and AMENDMENT effective June 14, 2007 (the “Second Amendment”), (such agreement as so twice amended, the “Agreement”). Capitalized terms used but not defined herein shall have the meanings given them in the Agreement.
