FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 19th, 2024 • ELI LILLY & Co • Pharmaceutical preparations
Eli Lilly and Company and Morphic Therapeutic, Inc., a Delaware Corporation, entered into a Confidentiality Agreement effective December 30, 2020 (“Agreement”), a copy which is attached to this amendment (“Amendment”) and made a part of hereof.
EXCLUSIVITY AGREEMENTExclusivity Agreement • July 19th, 2024 • ELI LILLY & Co • Pharmaceutical preparations • Delaware
This EXCLUSIVITY AGREEMENT (this “Agreement”) is effective as of June 25, 2024, by and between Morphic Holding, Inc., a Delaware corporation (the “Company”), and Eli Lilly and Company, an Indiana corporation (“Lilly”). The Company and Lilly are currently in negotiations relating to a possible strategic transaction involving the Company (the “Proposed Transaction”). In consideration of the time, effort and expenses that Lilly has invested and is expected to invest in consideration of the Proposed Transaction, the Company and Lilly, intending to be legally bound, hereby agree as follows:
SECOND AMENDMENT TO MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • July 19th, 2024 • ELI LILLY & Co • Pharmaceutical preparations
This Amendment, which shall be effective on the last date signed below, may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Amendment. Scanned, electronic and facsimile signatures will be as binding as original signatures.
MUTUAL AGREEMENT OF CONFIDENTIALITYMutual Agreement of Confidentiality • July 19th, 2024 • ELI LILLY & Co • Pharmaceutical preparations
This Mutual Agreement of Confidentiality (this “Agreement”) dated as of the last date signed below (the “Effective Date”) is made by and between Morphic Therapeutic, Inc., a Delaware Corporation with offices at 35 Gatehouse Dr, Waltham, MA 02451 (“Morphic Therapeutic”), and Eli Lilly and Company, an Indiana corporation with offices at Lilly Corporate Center, Indianapolis, IN 46285 (“Counterparty”). Morphic Therapeutic and Counterparty are individually known as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • July 19th, 2024 • ELI LILLY & Co • Pharmaceutical preparations
Eli Lilly and Company and Morphic Therapeutic, Inc. entered into a Mutual Confidentiality Agreement effective December 30, 2020 and amended on December 16, 2021 and on December 13, 2022 (collectively the “Agreement”). This amendment (“Amendment”) forms part of and is hereby incorporated by reference into the Agreement.
MORPHIC HOLDING, INC.Offer to Purchase • July 19th, 2024 • ELI LILLY & Co • Pharmaceutical preparations
Rainier Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Eli Lilly and Company, an Indiana corporation (“Lilly”), is offering to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Morphic Holding, Inc., a Delaware corporation (“Morphic”), at a purchase price of $57.00 per Share (the “Offer Price”), net to the stockholder in cash, without interest thereon and subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).
FOURTH AMENDMENT TO MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • July 19th, 2024 • ELI LILLY & Co • Pharmaceutical preparations
Eli Lilly and Company and Morphic Therapeutic, Inc. and Morphic Holding, Inc. (added via the Third Amendment) entered into a Mutual Confidentiality Agreement effective December 30, 2020 and amended on December 16, 2021 and on December 13, 2022 and on August 24, 2023 (collectively, the “Agreement”). This Fourth Amendment (this “Amendment”) forms part of, and is hereby incorporated by reference into, the Agreement.
