FORM OF AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 16th, 2018 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of , 2018, by and among Solid Biosciences Inc., a Delaware corporation (the “Company”), Bain Capital Life Sciences Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, and BCIP Life Sciences Associates, LP, a limited partnership organized under the laws of Delaware (together, the “Bain Funds”), BCLS Solid Bio, Inc., a Delaware corporation (the “Bain Blocker”), Foresite Capital Fund III, L.P., a limited partnership organized under the laws of Delaware (the “Foresite Fund”) and FC Fund III Solid Holdings, Inc., a Delaware corporation (the “Foresite Blocker”). The Company, the Bain Funds, the Bain Blocker, the Foresite Fund and the Foresite Blocker are collectively referred to herein as the “Parties,” and each individually is referred to herein as a “Party.” All references to the Company include its predecessor, Solid Biosciences, LLC, a Delaware limited liability company.
LICENSE AGREEMENTLicense Agreement • January 16th, 2018 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Missouri
Such revenue or other consideration attributable to the SUBLICENSE of PATENT RIGHTS (“SUBLICENSE REVENUE”) shall include, but not be limited to, all option fees, license issue fees (up-front payments), license maintenance fees, milestone payments, payments for equity in excess of fair market value, joint marketing fees and research and development funding in excess of LICENSEE’s cost of performing such research and development (other than the earned royalty specified in Section 3.02(a)). In the event that LICENSEE agrees to receive only equity at fair market value from the SUBLICENSEE for development rights and as payment for all milestone events per agreement between LICENSEE and SUBLICENSEE, UNIVERSITY is entitled to a portion of that equity equal to the specified portion percentage for sublicenses listed above or may opt to receive a cash equivalent based on the estimated fair market value at time agreement is signed. For clarity, SUBLICENSE REVENUE shall not include (1) research an
PATENT LICENSE AGREEMENTConfidential Treatment Requested • January 16th, 2018 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Michigan
This Agreement is effective as of March 10, 2016 (the “EFFECTIVE DATE”), between Solid GT, LLC (“LICENSEE”) having the address in Article 12 below, and the Regents of the University of Michigan, a constitutional corporation of the state of Michigan (“MICHIGAN”) having the address in Article 12 below. LICENSEE and MICHIGAN hereby agree as follows:
FIRST AMENDMENT TO PATENT LICENSE AGREEMENTPatent License Agreement • January 16th, 2018 • Solid Biosciences, LLC • Biological products, (no disgnostic substances)
This First Amendment to Patent License Agreement (this “FIRST AMENDMENT”), effective as of the date set forth above the signatures of the parties below (the “AMENDMENT EFFECTIVE DATE”), is by and between Solid GT, LLC (“LICENSEE”) and the Regents of the University of Michigan, a constitutional corporation of the state of Michigan (“MICHIGAN”), and amends that certain Patent License Agreement between MICHIGAN and LICENSEE dated as of March 10, 2016 (the “LICENSE AGREEMENT”). Capitalized terms used herein without definition shall have the meaning given such terms in the LICENSE AGREEMENT.
AMENDMENTSolid Biosciences, LLC • January 16th, 2018 • Biological products, (no disgnostic substances)
AMENDMENT dated November 17, 2017, to employment offer letter between Jennifer Ziolkowski and Solid Biosciences, LLC dated April 17, 2017 (the “Offer Letter”).
LIFE TECHNOLOGIES CELL LINE LICENSE AGREEMENTLine License Agreement • January 16th, 2018 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • California
This CELL LINE LICENSE AGREEMENT (the “AGREEMENT” or the “LICENSE”), effective as of November 20, 2016 (the “EFFECTIVE DATE”), by and between Life Technologies Corporation, a Delaware corporation having its principal place of business at 5781 Van Allen Way, Carlsbad, CA 92008 USA (“LICENSOR”), and Solid Biosciences, a Delaware limited liability company having its principal place of business at 161 Third Street, Third Floor, Cambridge, MA 02142 (“LICENSEE”). Each of LICENSOR and LICENSEE may be referred to herein as a “PARTY” and collectively as the “PARTIES”.
