•] Shares CG ONCOLOGY, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 18th, 2024 • CG Oncology, Inc. • Biological products, (no disgnostic substances) • New York
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • January 2nd, 2024 • CG Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between CG Oncology, Inc. a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2024 • CG Oncology, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Employment Agreement (this “Agreement”) is made by and between CG Oncology, Inc. (the “Company”), and Corleen Roche (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), effective as of January 16, 2024 (the “Effective Date”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTSeparation Agreement and Release • January 2nd, 2024 • CG Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”) is made by and between CG Oncology, Inc. (the “Company”), and Vijay Kasturi, M.D. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), effective as of December 13, 2023 (the “Effective Date”).
CG ONCOLOGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (AS AMENDED) DATED: July 28, 2023Investors’ Rights Agreement • January 18th, 2024 • CG Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of July 28, 2023 by and among CG ONCOLOGY, INC., a Delaware corporation (the “Company”), as amended, and the investors listed on Schedule A hereto (each an “Investor” and collectively the “Investors”).
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • January 2nd, 2024 • CG Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This DEVELOPMENT AND LICENSE AGREEMENT (“Agreement”) effective as of March 11, 2019 (“Effective Date”), is entered into by and between Cold Genesys, Inc. (“CG”), with offices at Santa Ana, CA 92707, and Lepu Biotech Co., Ltd. (“Lepu”), with offices at 1-C280, No. 1628 Suzhao Road, Minhang, Shanghai. CG and Lepu may each be referred to as a “Party” or together as the “Parties.”
FIRST AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENTAnd Collaboration Agreement • January 2nd, 2024 • CG Oncology, Inc. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT (“First Amendment”) is effective as of September 15, 2022 (the “First Amendment Effective Date”) by and between Kissei Pharmaceutical Co., Ltd., a corporation duly organized and existing under the lases of Japan and having its registered office at 19-48, Yoshino, Matsumoto, Nagano Prefecture, Japan (“Kissei”), and CG Oncology, Inc. (formerly known as Cold Genesys, Inc.), a company organized and existing under the laws of the state of Delaware, United States, located at 400 Spectrum Center Drive, Suite #2040 Irvine, CA 92618 (“CG”). Kissei and CG are each referred to herein by name or, individually, as a “Party” and together as the “Parties.”
LICENSE AND COLLABORATION AGREEMENT BETWEEN CG ONCOLOGY, INC. AND KISSEI PHARMACEUTICAL CO., LTD.License and Collaboration Agreement • January 2nd, 2024 • CG Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS LICENSE AND COLLABORATION AGREEMENT (“Agreement”) is made and entered into, as of March 26, 2020 (“Effective Date”), by and between Kissei Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its registered office at 19-48, Yoshino, Matsumoto, Nagano Prefecture, Japan (“Kissei”) and CG Oncology, Inc. (formerly known as Cold Genesys, Inc.), a company organized and existing under the laws of the state of Delaware, United States, located at 400 Spectrum Center Drive, Suite #2040 Irvine, CA 92618 (“CG”). Kissei and CG are each referred to individually as a “Party” and together as the “Parties.”
