Joint Filing AgreementJoint Filing Agreement • March 4th, 2021 • Merck & Co., Inc. • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Pandion Therapeutics, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of the date set forth below.
STRICTLY PRIVATE & CONFIDENTIAL Kenilworth, NJ 07033 U.S.A.Confidential Disclosure Agreement • March 4th, 2021 • Merck & Co., Inc. • Pharmaceutical preparations
We refer to the Confidential Disclosure-In Agreement, dated as of April 9, 2018, as subsequently amended by Amendment No. 1 to Confidential Disclosure-In Agreement, dated December 19, 2019 and Amendment No. 2 to the Confidential Disclosure-In Agreement, dated December 18, 2020 (collectively, the “Confidentiality Agreement”), by and between Pandion Therapeutics, Inc. (the “Company”) and Merck Sharp & Dohme Corp. (“Merck” and, together with the Company, the “Parties”). In order to facilitate and expedite our discussions between the Parties with respect to a Potential Transaction (as defined below), the Parties hereby agree as set forth below.
CONFIDENTIAL DISCLOSURE-IN AGREEMENTConfidential Disclosure Agreement • March 4th, 2021 • Merck & Co., Inc. • Pharmaceutical preparations • New Jersey
This Confidential Disclosure-In Agreement (this “Agreement”), effective as of the date of last signature below (the “Effective Date”), is entered into by and between Merck Sharp & Dohme Corp., having an address of 33 Avenue Louis Pasteur, Boston, Massachusetts 02115, USA (hereinafter referred to as “Merck”) and Pandion Therapeutics, Inc., having an address of c/o LabCentral, 700 Main Street, North, Cambridge, MA 02139 (hereinafter referred to as “Discloser”) (each a “Party” and collectively, the “Parties”) and sets forth the terms and conditions under which Discloser will disclose certain proprietary and confidential information/data with respect to bispecific tissue-tethered immunomodulators for the treatment of autoimmune/inflammatory diseases and/or transplant recpients (hereinafter referred to as the “Subject Matter”).
AMENDMENT NO. 2 TO THE CONFIDENTIAL DISCLOSURE-IN AGREEMENTConfidential Disclosure Agreement • March 4th, 2021 • Merck & Co., Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 2 TO THE CONFIDENTIAL DISCLOSURE AGREEMENT (this “Amendment No. 2”) is entered into as of December 18, 2020 (the “Amendment No. 2 Effective Date”), confirms the mutual understanding between Merck Sharp & Dohme Corp., having a place of business at 33 Avenue Louis Pasteur, Boston, Massachusetts 02115 USA (“Merck”) and Pandion Therapeutics, Inc., having a place of business at 134 Coolidge Ave., Watertown, MA 02472 (“Discloser”). Merck and the Discloser may be referred to herein individually as a “Party” or together as the “Parties”.
AMENDMENT No. 1 TO CONFIDENTIAL DISCLOSURE-IN AGREEMENTConfidential Disclosure-in Agreement • March 4th, 2021 • Merck & Co., Inc. • Pharmaceutical preparations
This Amendment No. 1 to Confidential Disclosure-In Agreement (“Amendment No. 1”), effective as of the date of last signature below (“Amendment No. 1 Effective Date”), confirms the mutual understanding between Merck Sharp & Dohme Corp., having a place of business at 33 Avenue Louis Pasteur, Boston, Massachusetts 02115 USA (“Merck”) and Pandion Therapeutics, Inc., having a place of business at c/o LabCentral 610, 610 Main Street, Cambridge, Massachusetts 02139 (“Discloser”).
