Exhibit 10.2
Execution Version
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions.
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 14, 2023, by and between Verve Therapeutics, Inc., a Delaware corporation (the “Company”), and Eli Lilly and Company, an Indiana corporation (the “Lilly”).
RECITALS
A. On the date hereof, the Company and Lilly entered into a Research and Collaboration Agreement (as defined below);
B. Lilly wishes to purchase from the Company, and the Company wishes to sell and issue to Lilly, upon the terms and subject to the conditions stated in this Agreement, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”);
In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with such Person, for so long as such Control exists.
“Aggregate Purchase Price” has the meaning set forth in Section 2.
“Agreement” has the meaning set forth in the first paragraph.
“Applicable Laws” has the meaning set forth in Section 4.15.
“Authorizations” has the meaning set forth in Section 4.15.
“Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City or Indianapolis, Indiana are open for the general transaction of business.
“Change of Control” with respect to the Company: (a) the acquisition by a Third Party, whether in one transaction or a series of related transactions, of direct or indirect beneficial ownership of more than fifty percent (50%) of the outstanding voting equity securities of the Company; (b) a merger, reorganization or consolidation involving the Company, as a result of which a Third Party acquires direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the surviving entity immediately after such merger, reorganization or consolidation or the holders of the Company’s outstanding voting securities immediately prior to the consummation of any such transaction (in their capacities as such) hold less than a majority of the outstanding voting securities of the surviving entity (or the parent company of such surviving entity, as applicable); or (c) a sale, exclusive license or other
transfer of all or substantially all of the assets of the Company in one transaction or a series of related transactions to a Third Party.
“Closing” has the meaning set forth in Section 3.1.
“Closing Date” has the meaning set forth in Section 3.1.
“Common Stock” has the meaning set forth in the recitals to this Agreement.
“Common Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument or securities that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company” has the meaning set forth in the first paragraph.
“Company Data” has the meaning set forth in Section 4.17.
“Company’s Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company after due inquiry.
“Confidentiality Agreement” means that certain Confidentiality Agreement between Lilly and Verve, dated as of [**], as amended by Lilly and Verve pursuant to the First Amendment to the Confidentiality Agreement, dated as of [**].
“Control” (including the terms “controlling,” “controlled by” or “under common control with”) means to possess, directly or indirectly, the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise.
“Data Protection Requirements” has the meaning set forth in Section 4.17.
“Disposition” or “Dispose of” means any (a) pledge, sale, contract to sell, sale of any option or contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant for the sale of, or other disposition of or transfer of any shares of Common Stock, or any Common Stock Equivalents, including, without limitation, any “short sale” or similar arrangement, or (b) swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of shares of Common Stock, whether any such swap or transaction is to be settled by delivery of securities, in cash or otherwise.
“EDGAR system” has the meaning set forth in Section 4.8.
“Environmental Laws” has the meaning set forth in Section 4.18.
“FDA” has the meaning set forth in Section 4.15.
“Form 10-K” has the meaning set forth in Section 4.7(a).
“Form 10-Q” has the meaning set forth in Section 4.7(a).
“GAAP” has the meaning set forth in Section 4.7(b).
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“HSR Act” has the meaning set forth in Section 7.2(b).
“Intellectual Property” has the meaning set forth in Section 4.13.
“IT Systems” has the meaning set forth in Section 4.17.
“LAS” means the Nasdaq Notification Form: Listing of Additional Shares.
“Lilly” has the meaning set forth in the first paragraph.
“Lilly Group” shall have the meaning set forth in Section 7.6.
“Lock-Up Securities” shall have the meaning set forth in Section 7.5(a).
“Lock-Up Term” means the period from and after the date of this Agreement until the date that is nine months after the Closing Date.
“Material Adverse Effect” means any change, event or occurrence that, individually or in the aggregate, results in, or would reasonably be expected to result in, a material adverse effect on (a) the assets, liabilities, results of operations, financial condition or business of the Company and its Subsidiary taken as a whole, (b) the legality or enforceability of this Agreement or (c) the ability of the Company to perform its obligations under this Agreement.
“Material Contract” means any contract, instrument or other agreement to which the Company or its Subsidiary is a party or by which either is bound that is described in Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.
“Nasdaq” means the Nasdaq Global Select Market.
“OFAC” has the meaning set forth in Section 4.28.
“Per Share Purchase Price” shall mean $19.32, which amount is equal to a 15% premium to the volume weighted average per share price of the Common Stock on the Nasdaq for the thirty (30) Trading Days prior to the date of the Research and Collaboration Agreement.
“Permitted Transferee” means (a) an Affiliate of Lilly that is wholly owned, directly or indirectly, by Lilly, or (b) an Affiliate of Lilly (or any Affiliate of such Affiliate) that wholly owns, directly or indirectly, Lilly, or the acquiring Person in the case of an acquisition of Lilly; it being understood that for purposes of this definition “wholly owned” shall mean an Affiliate in which Lilly owns, or an Affiliate that owns, as applicable, directly or indirectly, at least ninety-nine percent (99%) of the outstanding capital stock of such Affiliate or Lilly, as applicable.
“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein, as well as any syndicate or group that would be deemed to be a Person under Section 13(d)(3) of the 1934 Act.
“Research and Collaboration Agreement” means the Research and Collaboration Agreement, dated as of June 14, 2023, between Lilly and the Company.
“SEC” means the U.S. Securities and Exchange Commission.
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“SEC Filings” has the meaning set forth in Section 4.7.
“Shares” has the meaning set forth in Section 2 of this Agreement.
“Shares of Then Outstanding Common Stock” means, at any time, the issued and outstanding shares of Common Stock at such time, as well as all capital stock issued and outstanding as a result of any stock split, stock dividend, or reclassification of Common Stock distributable, on a pro rata basis, to all holders of Common Stock.
“Subsidiary” has the meaning set forth in Section 4.1.
“Tax” or “Taxes” shall mean all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, value- added, and other taxes imposed by a governmental authority, together with all interest, penalties and additions to tax imposed with respect thereto.
“Tax Return” shall mean a report, return or other document (including any amendments thereto) required to be supplied to a governmental authority with respect to Taxes.
“Termination Date” has the meaning set forth in Section 8.1.
“Third Party” means any Person other than Lilly, the Company or any of their respective Affiliates.
“Trading Day” shall mean each day on which the Nasdaq is open for trading.
“Transfer Agent” has the meaning set forth in Section 7.3(a).
“1933 Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.
“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.
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If to the Company:
Verve Therapeutics, Inc.
201 Brookline Ave, Suite 601
Boston, Massachusetts 02215
Attention: Andrew Ashe, President and Chief Operating Officer
With a copy (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attention: Craig Hilts
If to Lilly:
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
Attention: Senior Vice President, Corporate Business Development
With a copy (which shall not constitute notice) to:
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
Attention: General Counsel
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With a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attn: Raymond O. Gietz
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.
COMPANY: VERVE THERAPEUTICS, INC.
By: /s/ Andrew Ashe
Name: Andrew Ashe
Title: President and Chief Operating Officer
Date: June 14, 2023
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LILLY: ELI LILLY AND COMPANY
By: /s/ David A. Ricks
Name: David A. Ricks
Title: Chair and Chief Executive Officer
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Lilly Information
Entity Name: Eli Lilly and Company
Address: Lilly Corporate Center
City: Indianapolis
State: Indiana
Zip Code: 46285
Telephone: (317) 276-2000
Tax ID #: 35-0470950
Name in which Shares should be issued: Eli Lilly and Company
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