LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 30, 2015 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and MIRAGEN THERAPEUTICS, INC. a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 2016, between Miragen Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MIRAGEN THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories • Colorado
This EMPLOYMENT AGREEMENT, dated as of December 2, 2016, is by and between MiRagen Therapeutics, Inc., a Delaware corporation (the “Company”), and William S. Marshall, Ph.D. (“Executive”).
EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF TEXAS SYSTEM AND MIRAGEN THERAPEUTICS, INC.Exclusive Patent License Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories • Texas
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (“AGREEMENT”) is between the Board of Regents (“BOARD”) of The University of Texas System (“SYSTEM”), an agency of the State of Texas, on behalf of The University of Texas Southwestern Medical Center at Dallas, whose address is 5323 Harry Hines Boulevard, Dallas, Texas 75390-9094 (“UT SOUTHWESTERN”), a component institution of SYSTEM, and Miragen Therapeutics, Inc. (“LICENSEE”), a Delaware corporation having a principal place of business located at 1900 Ninth Street, Suite 200, Boulder, Colorado 80302.
SUBCONTRACT AGREEMENT BETWEEN YALE UNIVERSITY AND MIRAGEN THERAPEUTICS, INC.Subcontract Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This Subcontract Agreement for the development of promiR-29 for the treatment of patients with Pulmonary Fibrosis (the “Subcontract”) is entered into on the 1st day of October, 2014 (the “Effective Date”) by and between Yale University, a nonprofit corporation, organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut (“Yale”), located at 47 College Street, Suite 203, New Haven, CT 06510 (“Yale”) and MiRagen Therapeutics, Inc. (“MiRagen”), a Delaware corporation with offices at 6200 Lookout Rd., Suite 100, Boulder, CO 80301. Yale and MiRagen may be referred to herein individually as a “Party” and collectively, as “Parties.”
SECOND AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This SECOND AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENT (this “Second Amendment”) is made and effective as of April 10, 2014 (the “Second Amendment Effective Date”) by and between Miragen Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 6200 Lookout Rd., Suite 100, Boulder, CO 80301, USA (“Miragen”) on the first part, and Les Laboratoires Servier, a corporation organized and existing under the laws of France, having offices at 50 rue Carnot, 92284 Suresnes cedex France and Institut de Recherches Servier, a corporation organized and existing under the laws of France, having offices at 3 rue de la République, 92150 Suresnes, France (these two entities jointly referred to as “Servier”) on the second part. Servier and Miragen are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
SIGNAL GENETICS, INC. STOCK OPTION GRANT AGREEMENT UNDER THE 2014 STOCK INCENTIVE PLANStock Option Grant Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This Stock Option Grant Agreement (this “Grant Agreement”), is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Signal Genetics, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”), pursuant to the Signal Genetics, Inc. 2014 Stock Incentive Plan (the “Plan”). Capitalized terms not defined herein have the meanings ascribed to them in the Plan. Where the context permits, references to the Company include any successor to the Company.
LEASE CRESTVIEW, LLC (as Landlord) and MIRAGEN THERAPEUTICS, INC. (as Tenant)Lease • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories • Colorado
THIS LEASE is made this 16th day of December, 2010, by and between CRESTVIEW, LLC, a Colorado limited liability company (“Landlord”) and MIRAGEN THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
THE BRIGHAM AND WOMEN’S HOSPITAL, INC. EXCLUSIVE PATENT LICENSE AGREEMENT BWH Agreement No: A223064 BWH Case No: BWH 21174Exclusive Patent License Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This License Agreement (“Agreement”) is made as of the 10th day of May, 2016 (“Effective Date”), by and between Miragen Therapeutics, Inc., a Delaware corporation, having a principal place of business at 6200 Lookout Road, Suite 100, Boulder CO 80301 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
License and Collaboration Agreement by and between Miragen Therapeutics, Inc. and Les Laboratoires Servier and Institut de Recherches ServierLicense and Collaboration Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of October 13, 2011 (the “Effective Date”), by and between Miragen Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 6200 Lookout Rd., Suite 100, Boulder, CO 80301, USA (“Miragen”) on the first part, and Les Laboratoires Servier, a corporation organized and existing under the laws of France, having offices at 50 rue Carnot, 92284 Suresnes cedex France and Institut de Recherches Servier, a corporation organized and existing under the laws of France, having offices at 3 rue de la République, 92150 Suresnes, France (these two entities jointly referred to as “Servier”) on the second part. Servier and Miragen are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SECOND ADDENDUMLease Addendum • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
THIS ADDENDUM, made and entered into this 23rd day of October, 2015, to that Lease dated December 16, 2010, by and between CRESTVIEW, LLC, a Colorado limited liability company (herein called “Landlord”) and MIRAGEN THERAPEUTICS, INC., a Delaware corporation (herein called “Tenant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of October 31, 2016 by and among Miragen Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser listed on Annex A hereto and a signatory hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
THIRD AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This THIRD AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENT (this “Third Amendment”) is made and effective as of May 28, 2015 (the “Third Amendment Effective Date”) by and between Miragen Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 6200 Lookout Rd., Suite 100, Boulder, CO 80301, USA (“Miragen”) on the first part, and Les Laboratoires Servier, a corporation organized and existing under the laws of France, having offices at 50 rue Carnot, 92284 Suresnes cedex France and Institut de Recherches Servier, a corporation organized and existing under the laws of France, having offices at 3 rue de la République, 92150 Suresnes, France (these two entities jointly referred to as “Servier”) on the second part. Servier and Miragen are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FOURTH AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This FOURTH AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENT (this “Fourth Amendment”) is made and effective as of September 22nd, 2016 (the “Fourth Amendment Effective Date”) by and between Miragen Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 6200 Lookout Rd., Boulder, CO 80301, USA (“Miragen”) on the first part, and Les Laboratoires Servier, a corporation organized and existing under the laws of France, having offices at 50 rue Carnot, 92284 Suresnes cedex France and Institut de Recherches Servier, a corporation organized and existing under the laws of France, having offices at 3 rue de la République, 92150 Suresnes, France (these two entities jointly referred to as “Servier”) on the second part. Servier and Miragen are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SIGNAL GENETICS, INC. RESTRICTED STOCK UNIT GRANT AGREEMENT UNDER THE 2014 STOCK INCENTIVE PLANRestricted Stock Unit Grant Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This Restricted Stock Unit Grant Agreement (this “Grant Agreement”), is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Signal Genetics, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”), pursuant to the Signal Genetics, Inc. 2014 Stock Incentive Plan (the “Plan”). Capitalized terms not defined herein have the meanings ascribed to them in the Plan. Where the context permits, references to the Company include any successor to the Company.
FIRST AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This FIRST AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENT (this “First Amendment”) is made and effective as of May 13, 2013 (the “First Amendment Effective Date”) by and between Miragen Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 6200 Lookout Rd., Suite 100, Boulder, CO 80301, USA (“Miragen”) on the first part, and Les Laboratoires Servier, a corporation organized and existing under the laws of France, having offices at 50 rue Carnot, 92284 Suresnes cedex France and Institut de Recherches Servier, a corporation organized and existing under the laws of France, having offices at 3 rue de la République, 92150 Suresnes, France (these two entities jointly referred to as “Servier”) on the second part. Servier and Miragen are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST ADDENDUMLease Addendum • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
THIS ADDENDUM, made and entered into this 18th day of February, 2015, to that Lease dated December 16, 2010, by and between CRESTVIEW, LLC, a Colorado limited liability company (herein called “Landlord”) and MIRAGEN THERAPEUTICS, INC., a Delaware corporation (herein called “Tenant”).
SIGNAL GENETICS, INC. RESTRICTED STOCK UNIT GRANT AGREEMENT UNDER THE 2014 STOCK INCENTIVE PLANRestricted Stock Unit Grant Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This Restricted Stock Unit Grant Agreement (this “Grant Agreement”), is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Signal Genetics, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein have the meanings ascribed to them in the Signal Genetics, Inc. 2014 Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company include any successor to the Company.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into on 20th of October 2010 (the “Effective Date”) between MIRAGEN THERAPEUTICS, INC., a Delaware corporation with its principal place of business at 6200 Lookout Road, Suite 100, Boulder, CO 80301, USA (“Licensee”), and T2CURE GMBH, a German limited liability corporation with its principal place of business at Bettinastraße 35-37, 60325 Frankfurt am Main, Germany (“Licensor”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT No. 1 TO LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This Amendment No. 1 to the License and Collaboration Agreement (the “1st Amendment”) is made and entered into as of July 8, 2014 by and between miRagen Therapeutics, Inc. (Licensee) and T2Cure GmbH (Licensor).
