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Subscription Agreement for Blueprint Medicines

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Subscription Agreement for Blueprint Medicines

This Subscription Agreement (the Agreement) is entered into between:

Recitals

WHEREAS, Subscriber desires to obtain from Blueprint Medicines a subscription to services or deliverables described herein and Blueprint Medicines is willing to provide such subscription under the terms and conditions of this Agreement; and

WHEREAS, Blueprint Medicines represents that it has the expertise, personnel and resources necessary to provide the subscription services and deliverables specified in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms, confidentiality protections and other contractual terms in writing.

Subscription Details

Subscription Plan: — Seats/Units:

Effective Date: Term End Date:

Scope of Work

The services, deliverables, support levels and acceptance criteria to be provided by Blueprint Medicines under this Agreement are described below and constitute the Scope of Work. Subscriber acknowledges that no other services are included unless expressly agreed in a written amendment signed by both parties.

Payment Terms

Subscription Fee: Subscriber shall pay Blueprint Medicines the following fees in consideration for the subscription services.

Invoicing: Blueprint Medicines will issue invoices in the amounts and at the frequency indicated above. Payments shall be made in lawful currency of the United States unless the parties agree otherwise in writing. All amounts are exclusive of taxes, duties or levies imposed by any jurisdiction; Subscriber is responsible for any such taxes except for taxes on Blueprint Medicines' net income.

Term and Termination

Term: This Agreement commences on the Effective Date specified above and continues until the Term End Date unless earlier terminated in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Termination for insolvency, bankruptcy or assignment for the benefit of creditors shall be effective immediately upon written notice.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for convenience does not relieve Subscriber of payment obligations accrued through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated as confidential or which by its nature should reasonably be understood to be confidential.

Obligations: The Receiving Party shall (a) use Confidential Information solely for performance of its obligations under this Agreement; (b) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without duty of confidentiality; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided that the Receiving Party provides prompt notice to the Disclosing Party to the extent permitted so that the Disclosing Party may seek protective measures.

Duration: The confidentiality obligations set forth in this Section survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they meet the statutory definition of a trade secret.

Warranties and Liability

Mutual Warranties: Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Blueprint Medicines warrants that it will perform services in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability: Except for liability arising from a party's willful misconduct or a breach of confidentiality, in no event shall either party be liable for indirect, incidental, consequential, special or punitive damages. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Subscriber to Blueprint Medicines under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, either party may pursue any rights and remedies available under applicable law in the courts located in the jurisdiction specified above.

Entire Agreement; Amendment

Entire Agreement: This Agreement, including any exhibits, schedules and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

Amendment: No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) days after deposit in the U.S. mail, postage prepaid.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

Subscriber — Printed Name:

By:

Date:

Blueprint Medicines — Printed Name:

By:

Date:

Enter text✕

What the Subscription Agreement for Blueprint Medicines Is

The Subscription Agreement for Blueprint Medicines is a legally binding contract used when an investor agrees to purchase securities or subscription rights offered by Blueprint Medicines. It sets out the number of shares or units, purchase price, representations and warranties by the subscriber, conditions to closing, payment mechanics, and any transfer or registration restrictions. The agreement also describes closing timelines, applicable governing law, and signature blocks for authorized signatories. When executed correctly, the document creates enforceable obligations between the company and the investor under applicable federal and state laws.

Why a Clear Subscription Agreement Matters

A clear Subscription Agreement clarifies economic terms, allocates risk, and documents regulatory and investor protections. It reduces closing delays by defining conditions to funding, disclosure obligations, and signatory authority, improving enforceability under ESIGN and applicable corporate law.

Why a Clear Subscription Agreement Matters

Who Typically Prepares and Signs This Agreement

Typical users include company legal teams, investment counsel, and accredited investors preparing or reviewing subscription documents before closing.

  • Company legal department reviewing offering terms and corporate approvals for compliance and board consent.
  • Outside securities counsel preparing investor representations and tailoring indemnities to the transaction.
  • Accredited investors or institutional buyers confirming subscription amounts, payment method, and investor qualifications.

Parties should coordinate counsel, confirm signatory authority, and document any investor-side conditions to avoid post-closing disputes.

Core Sections Found in a Professional Subscription Agreement

Core sections of the Subscription Agreement for Blueprint Medicines define economic terms, representations, closing conditions, transfer restrictions, and remedies for breach.

Subscription Terms

Specifies number of shares, subscription price per share, payment timing, escrow provisions, and any tranche or closing mechanics that affect when funds and securities exchange hands.

Representations

Investor and issuer representations confirm authority, investor accreditation status, absence of conflicting agreements, accurate disclosure, and limitations on resale or transfer under securities laws and factual accuracy.

Closing Conditions

Enumerates conditions precedent such as regulatory approvals, updated disclosure schedules, payment receipt, and absence of material adverse change before closing can proceed and third-party consents.

Transfer Restrictions

Details lock-up periods, legend requirements, resale limitations under SEC rules, and obligations to assist with registration or piggyback registration rights, including any restrictions imposed by contractual covenants.

Indemnities

Allocates responsibility for breaches of representations, indemnification procedures, limits on liability, survival periods, and procedure for third-party claims including caps and notice timing and defense control and settlement consent.

Governing Law

Specifies the state law governing interpretation, dispute resolution forum, jury trial waiver if any, arbitration clauses where applicable, and service of process provisions.

Step-by-Step: Complete and Execute the Agreement

Follow these steps to complete and execute the Subscription Agreement accurately and electronically with counsel review.

  • 01
    Prepare Doc: Gather investment terms, investor info, and corporate approvals.
  • 02
    Complete Fields: Enter names, amounts, dates, and payment details.
  • 03
    Review: Have securities counsel verify compliance and disclosures.
  • 04
    Sign and File: Execute signatures, retain copies, and send closing funds.

Typical Routing and Delivery Flow

Typical routing for the agreement involves preparation, review, execution, and delivery to the company's transfer agent or legal counsel.

  • Upload: Upload the final PDF or DOCX to the signing platform.
  • Assign Signers: Add authorized signers and set signing order.
  • Authenticate: Use email, SMS, or stronger authentication as required.
  • Deliver: Send executed copies to counsel, transfer agent, and records.

Platform and Security Essentials for eSigning

Electronic execution requires a secure eSignature platform that supports audit trails, document retention, and acceptable authentication for investor verification.

  • Document Formats: PDF, DOCX, and editable templates
  • Integrations: Connect to NetSuite, Salesforce, Google Workspace
  • Security: AES-256 at rest and TLS 1.2/1.3

Required Identification and Core Data Elements

Subscriber Name: Full legal name as on ID
Investor Type: Indicate accredited investor status
Investment Amount: Dollar amount and currency
Subscription Date: Use MM/DD/YYYY format
Payment Method: Wire transfer, check, or escrow routing
Signatory Authority: Name, title, and signing authority

Common Errors to Avoid

  • Failing to confirm investor accreditation status can lead to securities law violations and potential rescission rights or fines under federal securities regulations.
  • Using inconsistent party names or misspelled legal entities may invalidate signatures or delay transfer agent processing and closing of the subscription.
  • Omitting required investor disclosures or failing to attach offering documents can breach representations and expose the issuer to liability and regulatory scrutiny.
  • Relying on an unsecured eSignature or weak authentication increases the risk of attribution disputes and may weaken enforceability under ESIGN or state law.

Potential Consequences of Mistakes

Securities Violation: Civil fines and rescission risk
Accreditation Falsehood: Potential criminal penalties
Late Payment: Delayed issuance or contract breach
Incomplete Filings: Regulatory notices and penalties
Reputational Harm: Investor disputes and litigation
Tax Reporting: Late 1099 filing penalties

Key Dates to Track for a Subscription

Key dates and deadlines ensure compliance with tax reporting, investor qualifications, and closing mechanics for securities subscriptions.

Offer Acceptance Deadline:

Date after which subscription offer expires.

Payment Cutoff:

Date funds must be received for issuance.

Closing Date:

Planned closing when securities are issued.

Tax Reporting Window:

Provide required forms to investors by Jan 31.

Registration Rights Trigger:

Deadlines to request registration or piggyback rights.

eSignature Vendor Comparison for This Agreement

Cost and feature comparison for common eSignature vendors when executing the Subscription Agreement for Blueprint Medicines; signNow is listed first per vendor ordering rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Varies by plan Varies by plan Varies by plan Varies by plan
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions About Execution and Compliance

Answers to common questions about executing, validating, and storing the Subscription Agreement for Blueprint Medicines, including eSignature and compliance considerations.


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