INDEMNITY AGREEMENTIndemnity Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASELease • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 19th day of March, 2010 (the “Execution Date”), by and between BMR-John Hopkins Court LLC, a Delaware limited liability company (“Landlord”), and Regulus Therapeutics Inc., a Delaware corporation (“Tenant”).
] Shares REGULUS THERAPEUTICS INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
INTRODUCTION. Regulus Therapeutics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, $0.001 par value per share (the “Common Stock”), of the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of June 15, 2012 (the “Effective Date”), by and between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and GARRY E. MENZEL, PH.D. (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. From and following the Effective Date, this Agreement shall replace and supersede that certain Employment Agreement between Executive and Regulus Therapeutics LLC entered into as of December 29, 2008 (the “Prior Agreement”).
LICENSE AGREEMENTLicense Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
At the Max-Planck-Institute for Biophysical Chemistry in Goettingen, an institute of the Max-Planck-Gesellschaft zur Foerderung der Wissenschaften e.V. (hereinafter “MPG”), a German non-profit scientific research organisation, Dr. Thomas Tuschi and other scientists of MPG have discovered certain microRNA sequences (internal MI file no. […****…]). MPG has filed certain MPG Patent Rights (as later defined herein) relating thereto.
REGULUS THERAPEUTICS INC. FOUNDING INVESTOR RIGHTS AGREEMENTFounding Investor Rights Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS FOUNDING INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 1st day of January 2009, by and among Regulus Therapeutics Inc., a Delaware corporation (the “Company”) on the one hand, and Isis Pharmaceuticals, Inc., a Delaware Corporation (“Isis”) and Alnylam Pharmaceuticals, Inc., a Delaware corporation (“Alnylam”) who are each holders of the Company’s Series A Preferred Stock (the “Preferred Stock”) on the other hand. Isis and Alnylam may be referred to hereinafter collectively as the “Founding Investors” and each individually as a “Founding Investor”. The Company, Isis and Alnylam may be referred to hereinafter collectively as the “Parties” and each individually as a “Party”.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS NOTE PURCHASE AGREEMENT, (the “Purchase Agreement”) dated as of August 15, 2012 (the “Effective Date”), is between Regulus Therapeutics Inc., a Delaware corporation (the “Company”), and Biogen Idec MA Inc., a Massachusetts corporation (the “Purchaser”).
AMENDED AND RESTATED LICENSE AGREEMENT betweenLicense Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
Max-Planck-Gesellschaft zur Foerderung der Wissenschaften e.V. (“MPG”), a German, non-profit scientific research organisation, is the applicant of certain Patent Rights (as later defined herein) relating to “MicroRNA Molecules” by Thomas Tuschl, […***…], […***…] and […***…] (MI case No. […***…]). The described nucleic acid molecules may be used, for example, as modulators or targets of developmental processes or disorders associated with developmental disorders such as cancer. To the best of MI’s knowledge, MPG is the owner of the Patent Rights.
REGULUS THERAPEUTICS INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 27, 2010, by and between Regulus Therapeutics Inc., a Delaware corporation (the “Company”), and Aventis Holdings Inc., a Delaware corporation (“Investor”). The Company and Investor may be referred to hereinafter collectively as the “Parties” and each individually as a “Party.”
PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN GLAXO GROUP LIMITED AND REGULUS THERAPEUTICS LLCProduct Development and Commercialization Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
GlaxoSmithKline and Regulus Therapeutics Form Strategic Alliance To Develop MicroRNA Targeted Therapeutics to Treat Inflammatory Diseases
COLLABORATION AND LICENSE AGREEMENT between REGULUS THERAPEUTICS INC. And ASTRAZENECA ABCollaboration and License Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • England and Wales
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into this August 14, 2012 (the “Effective Date”), by and between ASTRAZENECA AB, a company organized under the laws of Sweden (“AstraZeneca”) having a place of business at SE-431 83 Mölndal, Sweden, and REGULUS THERAPEUTICS INC., a Delaware Corporation (“Regulus”) having a place of business at 3545 John Hopkins Court, San Diego, California 92121-1121, U.S.A. AstraZeneca and Regulus each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
NON-EXCLUSIVE TECHNOLOGY ALLIANCE AND OPTION AGREEMENT between REGULUS THERAPEUTICS INC. and SANOFI-AVENTISNon-Exclusive Technology Alliance and Option Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS NON-EXCLUSIVE TECHNOLOGY ALLIANCE AND OPTION AGREEMENT (the “Agreement”) is made and entered into this June 17, 2010 (the “Effective Date”), by and between SANOFI-AVENTIS, a French Corporation (“Sanofi”) having a place of business at 174 avenue de France, 75013, Paris, France and registered in the Paris Trade and Company Register under no. 395 030 844, and REGULUS THERAPEUTICS INC., a Delaware Corporation (“Regulus”) having a place of business at 1896 Rutherford Road, Carlsbad, California 92008. Sanofi and Regulus each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
CO-EXCLUSIVE LICENSE AGREEMENTCo-Exclusive License Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
This Agreement by and among THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, ALNYLAM PHARMACEUTICALS, INC., a corporation having a principal place of business at 300 Third Street, Cambridge MA 02142, and its Affiliates (“Alnylam”), and ISIS PHARMACEUTICALS, INC., a corporation having a principal place of business at 1896 Rutherford Road, Carlsbad, CA 92008, and its Affiliates (“Isis”) (individually, Alnylam and Isis and their respective Affiliates are each a “Licensee” and collectively, the “Licensees”) is effective on the 31st day of August, 2005 (“Effective Date”).
EXCLUSIVE LICENSE AND NONEXCLUSIVE OPTION AGREEMENT BETWEEN GLAXO GROUP LIMITED AND REGULUS THERAPEUTICS INC.Exclusive License and Nonexclusive Option Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
Carlsbad, CA., February 24, 2010 — Regulus Therapeutics Inc. today announced the establishment of a new collaboration with GlaxoSmithKline (GSK) to develop and commercialize microRNA therapeutics targeting microRNA-122 in all fields with Hepatitis C Viral infection (HCV) as the lead indication. Under the terms of the new collaboration, Regulus will receive additional upfront and early-stage milestone payments with the potential to earn more than $150 million in miR-122-related combined payments, and tiered royalties up to double digits on worldwide sales of products.
NYU-REGULUS LICENSE AGREEMENTLicense Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
If a particular technical milestone is achieved before the issuance of a Therapeutic Claim, then the milestone payment for such milestone will be made upon issuance of a Therapeutic Claim. If a Therapeutic Claim issues before a particular technical milestone, then the milestone payment for such milestone will be made upon achievement of such technical milestone.
AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Amendment Number One (the “Amendment”) to the Amended and Restated License and Collaboration Agreement is entered into as of the 10th day of June, 2010 (the “Effective Date”) by and among ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Alnylam”), ISIS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”, and each of Alnylam and Isis, a “Licensor” and together, the “Licensors”), and REGULUS THERAPEUTICS INC. (formerly Regulus Therapeutics LLC), a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Regulus”).
AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated License and Collaboration Agreement (the “Agreement”) is entered into as of the 1st day of January, 2009 (the “Amendment Effective Date”) by and among ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Alnylam”), ISIS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”, and each of Alnylam and Isis, a “Licensor” and together, the “Licensors”), and REGULUS THERAPEUTICS INC. (formerly Regulus Therapeutics LLC), a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Regulus”).
COLLABORATION AND LICENSE AGREEMENT by and between REGULUS THERAPEUTICS INC. and BIOGEN IDEC MA Inc.Collaboration and License Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”) dated August 15, 2012, (the “Effective Date”) is by and between Regulus Therapeutics Inc., a Delaware corporation with its principal address at 3545 John Hopkins Ct., Suite 210, San Diego, CA 92121 (“Regulus”), and Biogen Idec MA Inc., along with its Affiliates, a Massachusetts corporation with its principal address at 133 Boston Post Road, Weston, MA 02493 (“BI”). Regulus and BI may each be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NUMBER TWO TO THE AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Amendment Number Two (the “Amendment”) to the Amended and Restated License and Collaboration Agreement is entered into as of the 25th day of October, 2011 (the “Effective Date”) by and among ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 300 Third Street, Cambridge, Massachusetts 01242 (“Alnylam”), ISIS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 2855 Gazelle Court, Carlsbad, California 92010 (“Isis”, and each of Alnylam and Isis, a “Licensor” and together, the “Licensors”), and REGULUS THERAPEUTICS INC. (formerly Regulus Therapeutics LLC), a Delaware corporation, with its principal place of business at 3545 John Hopkins Court, San Diego, California 92121 (“Regulus”).
FIRST AMENDMENT TO LEASELease • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 26th day of April, 2010, by and between BMR-John Hopkins Court LLC, a Delaware limited liability company (“Landlord”), and Regulus Therapeutics, Inc., a Delaware corporation (“Tenant”).
AMENDMENT NUMBER ONE TO THE FOUNDING INVESTOR RIGHTS AGREEMENTFounding Investor Rights Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Amendment Number One (the “Amendment”) to the Founding Investor Rights Agreement dated January 1, 2009 (the “Investor Rights Agreement”) is entered into as of the 7th day of June, 2010 (the “Effective Date”) by and among ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Alnylam”), ISIS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”, and each of Alnylam and Isis, a “Licensor” and together, the “Licensors”), and REGULUS THERAPEUTICS INC. (formerly Regulus Therapeutics LLC), a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Regulus”).
AMENDMENT NUMBER THREE TO THE FOUNDING INVESTOR RIGHTS AGREEMENTFounding Investor Rights Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Amendment Number Three (the “Amendment”) to the Founding Investor Rights Agreement dated January 1, 2009, as amended on June 7, 2010 and October 27, 2010 (the “Investor Rights Agreement”), is entered into as of July 24, 2012 (the “Effective Date”) by and among ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Alnylam”), ISIS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 2855 Gazelle Court, Carlsbad, California 92010 (“Isis”), and REGULUS THERAPEUTICS INC., a Delaware corporation, with its principal place of business at 3545 John Hopkins Court, Suite 210, San Diego, CA 92121 (“Regulus”).
AMENDMENT NUMBER TWO TO THE FOUNDING INVESTOR RIGHTS AGREEMENTFounding Investor Rights Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Amendment Number Two (the “Amendment”) to the Founding Investor Rights Agreement dated January 1, 2009, as amended on June 7, 2010 (the “Investor Rights Agreement”), is entered into as of the 27th day of October, 2010 (the “Effective Date”) by and among ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Alnylam”), ISIS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”), and REGULUS THERAPEUTICS INC. (formerly Regulus Therapeutics LLC), a Delaware corporation, with its principal place of business at 3545 John Hopkins Court, Suite 210, San Diego, CA 92121 (“Regulus”).
AMENDMENT #4 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENTProduct Development and Commercialization Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Amendment (this “Amendment”) is entered into and made effective as of 29 June 2012 (the “Amendment Date”) by and between Regulus Therapeutics, Inc., a Delaware corporation having its principal place of business at 3545 John Hopkins Court, Suite 210, San Diego, CA 92121 (“Regulus”) and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”).
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT between REGULUS THERAPEUTICS INC. And SANOFICollaboration and License Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into this July 16, 2012 (the “Effective Amendment Date”), by and between SANOFI (formerly, SANOFI-AVENTIS), a French Corporation (“Sanofi”) having a place of business at 54, rue la Boétie, 75008, Paris, France, registered in the Paris Trade and Company Register under no. 395 030 844, and REGULUS THERAPEUTICS INC., a Delaware Corporation (“Regulus”) having a place of business at 3545 John Hopkins Court, San Diego, California 92121-1121. Sanofi and Regulus each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This Exclusive Patent License Agreement (hereinafter “Agreement”), effective as of 18th May, 2010 (hereinafter the “Effective Date”), is by and between the BAYERISCHE PATENT ALLIANZ GMBH, having a place of business located at Destouchesstr. 68, 80796 Munich, Germany, commissioned by JULIUS-MAXIMILIANS-UNIVERSITÄT WÜRZBURG, having its principal place of business at Sanderring 2, 97070 Wuerzburg, Germany (collectively, “University”) and REGULUS THERAPEUTICS INC., a corporation organized and existing under the laws of the State of Delaware and having a place of business located at 1896 Rutherford Road, Carlsbad, CA 92008 (hereinafter “Regulus”).
THIRD AMENDMENT TO LEASELease • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 27th day of February, 2012, by and between BMR-3545-3575 JOHN HOPKINS LP, a Delaware limited partnership (“Landlord,” formerly known as BMR-John Hopkins Court LLC), and REGULUS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
AMENDMENT #3 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENTProduct Development and Commercialization Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This AMENDMENT #3 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Amendment No. 3”) is entered into and made effective as of the 30th day of June 2011 (the “Amendment No. 3 Effective Date”) by and between Regulus Therapeutics Inc., a Delaware corporation having its principal place of business at 3545 John Hopkins Court, Suite 210, San Diego, CA 92121 (“Regulus”) and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). Regulus and GSK are each referred to herein by name of as a “Party” or, collectively, as the “Parties”.
AMENDMENT #1 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENTProduct Development and Commercialization Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This AMENDMENT #1 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) is entered into and made effective as of the 24th day of February 2010 (the “Amendment Date”) by and between Regulus Therapeutics Inc., a Delaware corporation having its principal place of business at 1896 Rutherford Road, Carlsbad, CA 92008 (“Regulus”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). Regulus and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
REGULUS THERAPEUTICS INC. COMMON STOCK PURCHASE AGREEMENT August 14, 2012Common Stock Purchase Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • California
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2012, by and between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and ASTRAZENECA AB, a limited liability company organized under the laws of Sweden (“Purchaser”).
SECOND AMENDMENT TO LEASELease • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is entered into as of this 26th day of January, 2011 (the “Execution Date”), by and between BMR-John Hopkins Court LLC, a Delaware limited liability company (“Landlord”), and Regulus Therapeutics, Inc., a Delaware corporation (“Tenant”).
AMENDMENT #2 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENTProduct Development and Commercialization Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations
This AMENDMENT #2 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) is entered into and made effective as of the 16th day of June 2010 (the “Amendment Date”) by and between Regulus Therapeutics Inc., a Delaware corporation having its principal place of business at 1896 Rutherford Road, Carlsbad, CA 92008 (“Regulus”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). Regulus and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
