Common use of Agent’s Information Clause in Contracts

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Name: Leone X. Xxxxxxxxx, M.B.A. Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10, 2022 (the “Agreement”), by and between Tenaya Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)

Appears in 2 contracts

Samples: Sales Agreement (Tenaya Therapeutics, Inc.), Sales Agreement (Tenaya Therapeutics, Inc.)

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Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth final sentence of the ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya TherapeuticsF-STAR THERAPEUTICS, Inc. INC. By: /s/ Leone X. XxxxxxxxxXxxxx Xxxxxxx, M.B.A. Ph.D. Name: Leone X. XxxxxxxxxXxxxx Xxxxxxx, M.B.A. Ph.D. Title: President and Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya F-star Therapeutics, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10[•], 2022 2021 (the “Agreement”), by and between Tenaya F-star Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxxx, Ph.D. Xxxxxxx Xxxxxxx-Xxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx xxx@xxxxxxxxxx.xxx

Appears in 2 contracts

Samples: Sales Agreement (F-Star Therapeutics, Inc.), Sales Agreement (F-Star Therapeutics, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth ninth paragraph under the heading “Plan of Distribution” in the Prospectus SupplementProspectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxx Title: President and Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsXXXXXXXXXXX, Inc. INC. Cc: [ ] To: SVB Securities Leerink Partners LLC Subject: SVB SecuritiesLeerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Amended and Restated Sales Agreement, dated August 10February 28, 2022 2024 (the “Agreement”), by and between Tenaya TherapeuticsSchrödinger, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink Partners LLC (“SVB SecuritiesLeerink Partners”), I hereby request on behalf of the Company that SVB Securities Leerink Partners sell up to $[ ] of shares of common stock, $0.0001 0.01 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[ ] per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)[**] [**] [**] [**] [**]

Appears in 2 contracts

Samples: Sales Agreement (Schrodinger, Inc.), Sales Agreement (Schrodinger, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Keros Therapeutics, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 3, 2022 2021 (the “Agreement”), by and between Tenaya Keros Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)xxxxxx@xxxxxxx.xxx xxxxxxxxx@xxxxxxx.xxx xxxx@xxxxxxx.xxx

Appears in 2 contracts

Samples: Sales Agreement (Keros Therapeutics, Inc.), Sales Agreement (Keros Therapeutics, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth ninth paragraph under the heading “Plan of Distribution” in the Prospectus SupplementATM Prospectus. All references in this Agreement to the Registration Statement, the ATM Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Alt. Equities From: [ ] [TITLE] Tenaya TherapeuticsPyxis Oncology, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10November 1, 2022 (the “Agreement”), by and between Tenaya TherapeuticsPyxis Oncology, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per shareshare [; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)XXxxxxxxx@xxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Pyxis Oncology, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth [eighth] paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. INSMED INCORPORATED By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxx Title: Chief Financial and Business Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. Insmed Incorporated Cc: [ ] To: SVB Securities Leerink Partners LLC Subject: SVB Securities—Leerink Partners-At the Market Offering-Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10[●], 2022 202__ (the “Agreement”), by and between Tenaya Therapeutics, Inc.Insmed Incorporated, a Delaware Virginia corporation (the “Company”), and SVB Securities Leerink Partners LLC (“SVB SecuritiesLeerink Partners”), I hereby request on behalf of the Company that SVB Securities Leerink Partners sell up to [ ] shares of common stock, $0.0001 0.01 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxxx X. Xxxxx Xxxx Xxxxxxxx Xxxxxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxx Xxxx Xxxx xxx@xxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (INSMED Inc)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth eleventh paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. X Xxx Name: Xxxxx X. X Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics[Metacrine, Inc. Inc.] Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10October 4, 2022 2021 (the “Agreement”), by and between Tenaya TherapeuticsMetacrine, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxx.Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxx.Xxxxx The Company shall pay SVB Leerink compensation in cash up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Metacrine, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus SupplementProspectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. |US-DOCS\131394978.7|| If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx D’Augusta Name: Xxxxxxx D’Augusta Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Alt. Equities |US-DOCS\131394978.7|| From: [ ] [TITLE] Tenaya Therapeutics, Inc. VectivBio Holding AG Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 4, 2022 (the “Agreement”), by and between Tenaya Therapeutics, Inc.VectivBio Holding AG, a Delaware Swiss stock corporation (Aktiengesellschaft) (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stockordinary shares, $0.0001 par nominal value CHF 0.05 per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)|US-DOCS\131394978.7|| xxxx.xxxxxxxxxx@xxxxxxxxx.xxx xxxxxxx.xxxxxxxx@xxxxxxxxx.xxx xxxxx.xxxxxxxxx@xxxxxxxxx.xxx xxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx xxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx xxx@xxxxxxxxxxxxx.xxx |US-DOCS\131394978.7||

Appears in 1 contract

Samples: Sales Agreement (VectivBio Holding AG)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the seventh and eighth paragraph paragraphs under the heading “Plan of Distribution” in the Prospectus SupplementATM Prospectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxx Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxx Xxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Managing Director, Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, HOOKIPA Pharma Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 15, 2022 2020 (the “Agreement”), by and between Tenaya Therapeutics, HOOKIPA Pharma Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx

Appears in 1 contract

Samples: Sales Agreement (HOOKIPA Pharma Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Dxxxxx Xxxx Name: Leone X. Xxxxxxxxx, M.B.A. Dxxxxx Xxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx Pxxxx X. Xxx Name: Xxxxx Pxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsImmunic, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10December 29, 2022 2020 (the “Agreement”), by and between Tenaya Therapeutics, Immunic Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx Dxxxxx Xxxx Mxxxxxx Xxxxxxxx Gxxxx Xxxxxx Gxxxxxx Xxxxxxx Bxxxx Xxxxxxx axx@xxxxxxxxxx.xxx The Company shall pay SVB Leerink compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part. Each of Dxxxxx Xxxx, the duly qualified and elected Chief Executive Officer of Immunic, Inc., a Delaware corporation (xxxx@xxxxxxxxxxx.xxxthe “Company”), and Gxxxx Xxxxxx, the duly qualified and elected VP Finance, Principal Financial and Accounting Officer of the Company, does hereby certify in his or her respective capacity and on behalf of the Company, pursuant to Section 7(m) Leone X. Xxxxxxxxx of the Sales Agreement, dated December 29, 2020 (xxxxxxxxxx@xxxxxxxxxxx.xxxthe “Sales Agreement”), by and between the Company and SVB Leerink LLC, that, after due inquiry, to the best of the knowledge of the undersigned:

Appears in 1 contract

Samples: Sales Agreement (Immunic, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the sixth and eighth paragraph paragraphs under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities Alt. Equity From: [ ] [TITLE] Tenaya TherapeuticsXxxxxxxx Labs, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10July 29, 2022 (the “Agreement”), by and between Tenaya TherapeuticsXxxxxxxx Labs, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)[*************] [*************] [*************] [*************] xxx@xxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Shattuck Labs, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Agents’ Information” means solely the following information in the Registration Statement and the Prospectus: the eighth ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent Agents outside of the United States. If the foregoing correctly sets forth the understanding between among the Company and the AgentAgents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the AgentAgents. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxx Xxxxxxx Name: Leone X. XxxxxxxxxXxxxx Xxxxxxx, M.B.A. Ph.D. Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Head of Healthcare Investment Banking From: [ ] [TITLE] Tenaya Therapeutics, Applied Molecular Transport Inc. Cc: [ ] To: SVB Securities LLC [Designated Agent Name] (“Designated Agent”) Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10January 27, 2022 (the “Agreement”), by and between Tenaya Therapeutics, among Applied Molecular Transport Inc., a Delaware corporation (the “Company”), SVB Leerink LLC (“SVB Leerink”) and SVB JMP Securities LLC (“SVB JMP Securities”), I hereby request on behalf of the Company that SVB Securities [•] sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxxxxxx, Ph.D. Xxxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxx Xxxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxx

Appears in 1 contract

Samples: Sales Agreement (Applied Molecular Transport Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth 12th and 13th paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Scots-Xxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Scots-Knight Title: Chief Financial and Business Executive Officer & Director By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. Mereo BioPharma Group plc Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10October 6, 2022 2020 (the “Agreement”), by and between Tenaya Therapeutics, Inc.Mereo BioPharma Group plc, a Delaware corporation public limited company incorporated under the laws of England and Wales (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, ADSs of the Company (the “Shares”)Company, at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]ADS. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares ADSs that are the subject of this Placement Notice are sold] [the aggregate sales price of the ADSs reaches $ ]. Xxxxxx Scots-Xxxxxx xxx@xxxxxxxxxxxxxx.xxx Xxxxxxx Sermon xx@xxxxxxxxxxxxxx.xxx Xxxxxxx Xxxxxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxxx xxx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Mereo Biopharma Group PLC)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Jxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Jxxx Xxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Pxxxx Xxx Name: Xxxxx X. Pxxxx Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsEyenovia, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 14, 2022 2021 (the “Agreement”), by and between Tenaya TherapeuticsEyenovia, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)txxxxxxx@xxxxxxxxxxx.xxx jxxxxxxxx@xxxxxxxxxxx.xxx Mxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx Mxxxxxx.xxxxxx@xxxxxxxxxx.xxx axx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Eyenovia, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth seventh paragraph under the heading “Plan of Distribution” in the Prospectus SupplementATM Prospectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Name: Leone X. Xxxxxxxxx, M.B.A. Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: CEO & President By: /s/ Xxxxx Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities :Senior Managing Director From: [ ] [TITLE] Tenaya Therapeutics, Evolus. Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10March 8, 2022 2023 (the “Agreement”), by and between Tenaya TherapeuticsEvolus, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ $[●] million of shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)[***] [***] The Company shall pay SVB Securities compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Evolus, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the last sentence of the eighth paragraph and the tenth paragraph under the heading “Plan of Distribution” in the Prospectus SupplementSales Agreement Prospectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxxx Xxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxxx Xxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Trevi Therapeutics, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10June 26, 2022 2020 (the “Agreement”), by and between Tenaya Trevi Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxxxx X. Good Xxxxxxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxxx Xxxx Xxxxxx xxx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Trevi Therapeutics, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth first and third sentences in the ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone Dxxxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxxxx Name: Leone Dxxxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx Pxxxx X. Xxx Name: Xxxxx Pxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE[ ] Tenaya Therapeutics, Inc. Vericel Corporation Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 1027, 2022 2021 (the “Agreement”), by and between Tenaya Therapeutics, Inc.Vericel Corporation, a Delaware Michigan corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 no par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] Notice and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone Dxxxxxxx X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Jxxxxx Xxxx Sxxx X. Xxxxx

Appears in 1 contract

Samples: Sales Agreement (Vericel Corp)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya TherapeuticsEVOLUS, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Name: Leone X. Xxxxxxxxx, M.B.A. Title: Chief Financial and Business Officer INC. By: /s/ Xxxxx X. Xxx Xxxxxxxxx Name: Xxxxx X. Xxx Xxxxxxxxx Title: Head President and Chief Executive Officer ACCEPTED as of Alternative Equities the date first-above written: SVB LEERINK LLC By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Managing Director From: [ ] [TITLE] Tenaya Therapeutics, Evolus. Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10March 26, 2022 2021 (the “Agreement”), by and between Tenaya TherapeuticsEvolus, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ $[●] million of shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)xxxxxx.xxxxxxxxxx@xxxxxx.xxx xxxxx.xxxxxxxxx@xxxxxx.xxx xxx.xxxxxxxxxx@xxxxxxxxxx.xxx XXX@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Evolus, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the seventh and eighth paragraph paragraphs under the heading “Plan of Distribution” in the Prospectus SupplementATM Prospectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. HOOKIPA PHARMA INC. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Rxxxxxxx Xxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Rxxxxxxx Xxxxxxx Title: Chief Financial and Business Officer ACCEPTED as of the date first-above written: SVB SECURITIES LLC By: /s/ Xxxxx Pxxxx X. Xxx Name: Xxxxx Pxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, HOOKIPA Pharma Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10July 12, 2022 (the “Agreement”), by and between Tenaya Therapeutics, HOOKIPA Pharma Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Jxxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Rxxxxxxx Xxxxxxx Dxxxxx Xxxxxxxx

Appears in 1 contract

Samples: Sales Agreement (HOOKIPA Pharma Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone Xxxx X. Xxxxxxxxx, M.B.A. Xxxxxxxx Name: Leone Xxxx X. Xxxxxxxxx, M.B.A. Xxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. Insmed Incorporated Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10[●], 2022 202__ (the “Agreement”), by and between Tenaya Therapeutics, Inc.Insmed Incorporated, a Delaware Virginia corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ [●] shares of common stock, $0.0001 0.01 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxxx X. Xxxxx Xxxxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxx Xxxx Xxxx xxx@xxxxxxxxxx.xxx The Company shall pay SVB Leerink compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (INSMED Inc)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. /s/Xxxxxxx Xxxxxxxx Xxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxxxxx Xxxxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Managing Director - Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsDaré Bioscience, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10October 13, 2022 2021 (the “Agreement”), by and between Tenaya TherapeuticsDaré Bioscience, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx Xxxxxxx Xxxxxxx (xxxx@xxxxxxxxxxx.xxxxxxxxxxx@xxxxxxxxxxxxxx.xxx) Leone X. Xxxx Xxxxxxx (xxxxxxxx@xxxxxxxxxxxxxx.xxx) Xxxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx) Xxxxxx Xxxxxxxxxx (xxxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx) xxx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Dare Bioscience, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Agents’ Information” means solely the following information in the Registration Statement and the Prospectus: the eighth last sentence of the seventh paragraph under the heading “Plan of Distribution” in the Prospectus SupplementSales Agreement Prospectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares ADSs by the Agent Agents outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the AgentAgents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the AgentAgents. Very truly yours, Tenaya Therapeutics, Inc. REDHILL BIOPHARMA LTD. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxx-Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxx-Xxxxx Title: Chief Financial and Business Executive Officer ACCEPTED as of the date first-above written: SVB LEERINK LLC By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Alt Equities CANTOR XXXXXXXXXX & CO. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Global Head of Investment Banking [Signature Page to Sales Agreement] From: [ ] [TITLE] Tenaya Therapeutics, Inc. RedHill Biopharma Ltd. Cc: [ ] To: SVB Securities LLC [Designated Agent] Subject: SVB Securities—At [Designated Agent]—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10July 29, 2022 2021 (the “Agreement”), by and between Tenaya Therapeutics, Inc.among RedHill Biopharma Ltd., a Delaware corporation company limited by shares organized under the laws of the State of Israel (the “Company”), SVB Leerink LLC and SVB Securities LLC (“SVB Securities”)Cantor Xxxxxxxxxx & Co., I hereby request on behalf of the Company that SVB Securities [Designated Agent] sell up to [ ] shares of common stockAmerican Depositary Shares, $0.0001 each representing ten ordinary shares, par value NIS 0.01 per share, of the Company (the “SharesADSs”), at a minimum market price of $ per shareADS[; provided that no more than [ ] Shares ADSs shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares ADSs that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxxsold](the “Placement Period”).

Appears in 1 contract

Samples: Sales Agreement (RedHill Biopharma Ltd.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: third sentence in the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares ADSs by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxx-Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxx-Xxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Xxxxxxxxxx Name: Xxxxx X. Xxx Xxxxxxxxxx Title: Head of Alternative Equities Managing Director From: [ ] [TITLE] Tenaya Therapeutics, Inc. RedHill Biopharma Ltd. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10July 23, 2022 2019 (the “Agreement”), by and between Tenaya Therapeutics, Inc.RedHill Biopharma Ltd., a Delaware corporation company limited by shares organized under the laws of the State of Israel (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stockAmerican Depositary Shares, $0.0001 each representing ten ordinary shares, par value NIS 0.01 per share, of the Company (the “SharesADSs”), at a minimum market price of $ per shareADS[; provided that no more than [ ] Shares ADSs shall be sold in any one Trading Day (as such term is defined in Section 3 [3] of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares ADSs that are the subject of this Placement Notice are sold]] (the “Placement Period”). Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)During the Placement period:

Appears in 1 contract

Samples: Sales Agreement (RedHill Biopharma Ltd.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxx Title: President and Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsDisc Medicine, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10January 25, 2022 2023 (the “Agreement”), by and between Tenaya TherapeuticsDisc Medicine, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxx Xxxxxx, xxxxxxx@xxxxxxxxxxxx.xxx Xxxxxx Xxxxx, xxxxxx@xxxxxxxxxxxx.xxx Xxxxx Xxxxx, xxxxxx@xxxxxxxxxxxx.xxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxx, M.D., xxx.xxxxx@xxxxxxxxxxxxx.xxx Xxxx Xxxx, xxxx.xxxx@xxxxxxxxxxxxx.xxx xxx@xxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Disc Medicine, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Xxxxxxx Xxxxxx Name: Xxxxx X. Xxx Xxxxxxx Xxxxxx Title: Head of Alternative Equities Managing Director From: [ ] [TITLE] Tenaya TherapeuticsXxxxxxxx Oncology, Inc. Cc: [ ] To: SVB Securities Xxxxx and Company, LLC Subject: SVB SecuritiesXxxxx and Company, LLC —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 11, 2022 2023 (the “Agreement”), by and between Tenaya TherapeuticsXxxxxxxx Oncology, Inc., a Delaware corporation (the “Company”), and SVB Securities Xxxxx and Company, LLC (“SVB SecuritiesCowen”), I hereby request on behalf of the Company that SVB Securities Cowen sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx Xxxxx, xxxxxx@xxxxxxxxxxxxxxxx.xxx Xxxxxxx Xxxxxxxx, xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Xxxxxxx Xxxxxx (xxxx@xxxxxxxxxxx.xxxxxxxxxx.xxxxxx@xxxxx.xxx) Leone X. Xxxxxxx Xxxxxxx (xxxxxxx.xxxxxxx@xxxxx.xxx) Xxxxxxxxx Xxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)xxxxxxxxx.xxxx@xxxxx.xxx) The Company shall pay the Agent compensation in cash of up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Cullinan Oncology, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the ADS Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, the ADS Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement, the ADS Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. [COMPANY NAME] Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10January 27, 2022 2023 (the “Agreement”), by and between Tenaya Therapeutics, Inc.Centessa Pharmaceuticals plc, a Delaware corporation public limited company incorporated under the laws of England and Wales (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to $[ ] shares of common stockordinary shares, $0.0001 par nominal value £0.002 per shareshare (the “Ordinary Shares”), of the Company to be delivered in the form of American Depositary Shares (the “ADSs”), each representing one Ordinary Share of the Company (the “Placement Shares”), at a minimum market price of $ per sharePlacement Share [; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Placement Shares that are the subject of this Placement Notice are sold]. Xxxxxxx Xxxx, M.D., Ph.D. xxxxxxx.xxxx@xxxxxxxx.xxx Xxxxxxx Xxxxxxxx, M.D., M.B.A. xxxxxxx.xxxxxxxx@xxxxxxxx.xxx with copies to: Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxxx xxxxx.xxxxxxx@xxxxxxxx.xxx Xxxxxxx Xxxxxxxx xxxxxxx.xxxxxxxx@xxxxxxxx.xxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx xxx@xxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Centessa Pharmaceuticals PLC)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxx Title: President and Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Alt. Equities From: [ ] [TITLE] Tenaya TherapeuticsNeuroPace, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10November 8, 2022 (the “Agreement”), by and between Tenaya TherapeuticsNeuroPace, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxxx Xxxxx, xxxxxx@xxxxxxxxx.xxx Xxxxxxx Xxxx, xxxxx@xxxxxxxxx.xxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxx, xxxxxxx@xxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (NeuroPace Inc)

Agent’s Information. As used in this Agreement, “Agent’s Agents’ Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentence of the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent Agents outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the AgentAgents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the AgentAgents. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director From: [ ] [TITLE[ ] Tenaya TherapeuticsTaysha Gene Therapies, Inc. Cc: [ ] To: [SVB Securities LLC Leerink LLC][Xxxxx Fargo Securities, LLC] Subject: [SVB Securities—At Leerink][Xxxxx Fargo]—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10October 5, 2022 2021__ (the “Agreement”), by and between Tenaya TherapeuticsTaysha Gene Therapies, Inc., a Delaware corporation (the “Company”), SVB Leerink LLC and SVB Securities LLC (“SVB Xxxxx Fargo Securities”), LLC, I hereby request on behalf of the Company that SVB Securities the Designated Agent (as defined in the Agreement) sell up to [ ] shares of common stock, $0.0001 0.00001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx RA Session II Xxxxxx Xxxx XXxxx@xxxxxxxxx.xxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx xxx@xxxxxxxxxx.xxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxxxxxxx Xxxx To xxx.x.xxxxxxxxxxx@xxxxxxxxxx.xxx xxxx.xx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Taysha Gene Therapies, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth 10th paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus Supplement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya TherapeuticsNEXTCURE, Inc. INC. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Mxxxxxx Xxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Mxxxxxx Xxxxxxx Title: President and Chief Financial and Business Executive Officer ACCEPTED as of the date first-above written: SVB LEERINK LLC By: /s/ Xxxxx Pxxxx X. Xxx Name: Xxxxx Pxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsNextCure, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 6, 2022 2021 (the “Agreement”), by and between Tenaya TherapeuticsNextCure, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)The Company shall pay SVB Leerink compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (NextCure, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. /s/Xxxxxxx Xxxxxxxx Xxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxxxxx Xxxxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsDaré Bioscience, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10April 7, 2022 2021 (the “Agreement”), by and between Tenaya TherapeuticsDaré Bioscience, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx Xxxxxxx Xxxxxxx (xxxx@xxxxxxxxxxx.xxxxxxxxxxx@xxxxxxxxxxxxxx.xxx) Leone X. Xxxx Xxxxxxx (xxxxxxxx@xxxxxxxxxxxxxx.xxx) Xxxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx) Xxxxxx Xxxxxxxxxx (xxxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx) xxx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Dare Bioscience, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxx X’Xxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxx X’Xxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Xxxxxx Xxxxxxxxx Title: Head of Alternative Equities Managing Director, Investment Banking From: [ ] [TITLE] Tenaya TherapeuticsSATSUMA PHARMACEUTICALS, Inc. INC. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10October 23, 2022 2020 (the “Agreement”), by and between Tenaya TherapeuticsSatsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxxx Xxxxxxx (xxxx@xxxxxxxxx.xxx) Xxx X’Xxxx (xxxx@xxxxxxxxxxx.xxxxxx@xxxxxxxxx.xxx) Leone X. Xxxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx) Xxxxxx Xxxxxxxxxx (xxxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx) xxx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Satsuma Pharmaceuticals, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the third sentence of the eighth paragraph and the tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxx Title: Chief Financial Executive Officer and Business Officer Board Chairman By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Managing Director–Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. [COMPANY NAME] Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10[●], 2022 202 (the “Agreement”), by and between Tenaya TherapeuticsAthenex, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxxx Y.N. Xxx Xxxxxx Xxxxx Xxxxxx Xxxx Xxxxxx Xxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxx Xxxxxx xxx@xxxxxxxxxx.xxx Kuur Therapeutics Inc. Cell Medica, Inc. Kuur Therapeutics Limited The Company shall pay SVB Leerink compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Athenex, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth seventh paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxxx Xxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxx Xxxxx X. Xxx Name: Xxxxx X. Xxx Xxxxx, MD Title: Head of Alternative Equities Vice Chairman From: [ [Xxxxxx Mates, Ph.D.] [TITLEChairman, President and Chief Executive Officer] Tenaya TherapeuticsIntra-Cellular Therapies, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink LLC—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 1029, 2022 2019 (the “Agreement”), by and between Tenaya TherapeuticsIntra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ [•] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[•] per share[; provided that no more than [ [•] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxx Mates, Ph.D., Chairman, President and Chief Executive Officer Xxxxxxxx X. Xxxxxxxx, Senior Vice President of Finance and Chief Financial Officer Xxxxxxx X. Xxxxxxxx, Executive Vice President and General Counsel Xxx Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxx

Appears in 1 contract

Samples: Sales Agreement (Intra-Cellular Therapies, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth first sentence of the sixth paragraph and the ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxxx Xxxxx X. Xxx Name: Xxxxxx Xxxxx X. Xxx Title: Head of Alternative Equities Senior Managing Director From: [ ] [TITLE] Tenaya TherapeuticsUNICYCIVE THERAPEUTICS, Inc. INC. Cc: [ ] To: SVB Securities Guggenheim Securities, LLC Subject: SVB Guggenheim Securities, LLC—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10November 13, 2022 2024 (the “Agreement”), by and between Tenaya Unicycive Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities Guggenheim Securities, LLC (“SVB SecuritiesGuggenheim”), I hereby request on behalf of the Company that SVB Securities Guggenheim sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per shareshare [; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx).

Appears in 1 contract

Samples: Sales Agreement (Unicycive Therapeutics, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxx Title: Chief Financial President and Business Officer CEO By: /s/ Xxxxx Xxxxxx X. Xxx Xxxxxxx Name: Xxxxx Xxxxxx X. Xxx Xxxxxxx Title: Head of Alternative Equities Managing Director From: [ ] [TITLE] Tenaya TherapeuticsSATSUMA PHARMACEUTICALS, Inc. INC. Cc: [ ] To: SVB Securities Virtu Americas LLC Subject: SVB SecuritiesVirtu Americas LLC—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10November 3, 2022 (the “Agreement”), by and between Tenaya TherapeuticsSatsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SVB Securities Virtu Americas LLC (“SVB SecuritiesVirtu”), I hereby request on behalf of the Company that SVB Securities sell Virtu up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxx Xxxxxxx Xxx X’Xxxx Xxxxxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxx Xxxxxxx Xxxxx Xxxxx With copies to:

Appears in 1 contract

Samples: Sales Agreement (Satsuma Pharmaceuticals, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxx Title: President and Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsXXXXXXXXXXX, Inc. INC. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 24, 2022 2023 (the “Agreement”), by and between Tenaya TherapeuticsSchrödinger, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to $[ ] of shares of common stock, $0.0001 0.01 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[ ] per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)[**] [**] [**] [**] [**]

Appears in 1 contract

Samples: Sales Agreement (Schrodinger, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth eleventh paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone Xxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxx Name: Leone Xxxxxx X. XxxxxxxxxXxxxxxx, M.B.A. Ph.D. Title: President and Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Werewolf Therapeutics, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August May 10, 2022 (the “Agreement”), by and between Tenaya Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx).

Appears in 1 contract

Samples: Sales Agreement (Werewolf Therapeutics, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth eleventh paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone Xxxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxx Name: Leone Xxxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsZentalis Pharmaceuticals, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May [●], 2022 2021 (the “Agreement”), by and between Tenaya TherapeuticsZentalis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone Xxxxxxx X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Sun, M.D. Xxxxxxx X. Xxxxxxx Xxxxxxx.xxxxxxx@xxxxxxxxxx.xxx; Xxx.xxxxx@xxxxxxxxxx.xxx xxx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Zentalis Pharmaceuticals, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences of the eighth paragraph under the heading “Plan of Distribution” in the Prospectus SupplementProspectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsTourmaline Bio, Inc. Cc: [ ] To: SVB Securities Leerink Partners LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10[●], 2022 2024 (the “Agreement”), by and between Tenaya TherapeuticsTourmaline Bio, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink Partners LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxxx Xxxxxxxx, Chief Executive Officer Xxxx Xxxxxxxx, Chief Financial Officer Xxxx Xxxxxxxxxxx, Chief Business Officer and General Counsel Xxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxx Xxxx [***] The Company shall pay Leerink compensation in cash up to 3.00% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Tourmaline Bio, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth first sentence of the tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, ADS Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, ADS Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement, ADS Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxxxxx Title: Chief Financial and Business Officer Executive Office By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. INNATE PHARMA S.A. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 3, 2022 (the “Agreement”), by and between Tenaya Therapeutics, Inc.Innate Pharma S.A., a Delaware corporation société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Marseille under number 000 000 000 (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ [•] shares of common stockordinary shares, $0.0001 par value €0.05 per shareshare (the “Ordinary Shares”), of the Company to be delivered in the form of American Depositary Shares (the “ADSs”), each representing one Ordinary Share (the “Placement Shares”), at a minimum market price of $ per sharePlacement Share. If Placement Notice follows a reverse inquiry to the Company, identity and contact information: [; provided •] The Company represents that no more the number of Ordinary Shares underlying such ADSs (the “Underlying Ordinary Shares”) issued over a 12-month rolling period represents, once issued together with all the other ordinary shares which have been admitted to trading on the regulated market of Euronext in Paris (“Euronext”) over the same 12-month period on the basis of Article 1 paragraph 5.a) of Regulation (EU) 2017/1129 of June 14, 2017, less than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 20% of the Agreement)]. Sales should begin [total number of the Company’s securities already admitted to trading on Euronext on the date the admission to trading of this the Underlying Ordinary Shares is requested. Each Placement NoticeShare will be sold at the same price and the sales price per Placement Share will be at least equal to the U.S. dollar equivalent (based on the then-prevailing exchange rate) of the minimum issuance price set out in the resolution of the Company’s general shareholders’ meeting being used for the issuance of such Placement Shares (the “Floor Price”). Sales by the Agent are only open to investors qualifying within the category of investors to which the Placement Shares can be issued pursuant to the applicable resolution of the Company’s general shareholders’ meeting and the investor will certify prior to delivery of the Issuance Decision contemplated by Section 2(b) of the Sales Agreement, that it belongs to such category by signing an investor letter attached hereto as Exhibit A1 or A2 in accordance with the Sales Agreement. The funds corresponding to the share capital increases shall be transferred to the Company’s account(s) held at Société Générale Securities Services, as transfer agent and registrar of the Company on or before the Settlement Date, details of which are provided below: [•] and end [details of the bank account on which the net proceeds relating to the capital increase based on the 25th or the 22nd resolution shall be wired to be included] All Placement Shares must be sold at the same price on any Trading Day. Innate Pharma S.A. 117 Avenue de Luminy—XX 00000 00000 Xxxxxxxxx, Xxxxxx SVB Securities LLC 1301 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 [DATE] [RE: Innate Pharma S.A. Ladies and Gentlemen, In connection with its proposed commitment to subscribe for ordinary shares, nominal value €0.05 per share (the “Ordinary Shares”), of Innate Pharma S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Marseille under number 000 000 000 (the “Company”), to be delivered in the form of American Depositary Shares (the “ADSs”), in the context of an issuance by the Company without preferential subscription rights of up to [ ] Ordinary Shares in the form of ADSs to Qualified Institutional Buyers or Accredited Investors (the “Placement”), the undersigned (the “Investor”) hereby represents and warrants that, as at the date hereof and until all Shares that are the subject completion of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)the Placement, it belongs and will belong, or is acting on behalf of or advising an investor who belongs and will belong, to one of the following categories:

Appears in 1 contract

Samples: Sales Agreement (Innate Pharma SA)

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Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth first and second sentences of paragraph 8 under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxx-Xxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxx-Xxxxxx Title: Chief Financial and Business Officer Executive Chairman ACCEPTED as of the date first-above written: By: /s/ Xxxxxx Xxxxx X. Xxx Name: Xxxxxx Xxxxx X. Xxx Title: Head of Alternative Equities Vice Chairman From: [ ] [TITLE] Tenaya TherapeuticsReplimune Group, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10[·], 2022 2019 (the “Agreement”), by and between Tenaya TherapeuticsReplimune Group, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxx Xxxxxx Xxxxxx-Astley Sparke Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxx

Appears in 1 contract

Samples: Sales Agreement (Replimune Group, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Agents’ Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph and ninth paragraphs under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent Agents outside of the United States. If the foregoing correctly sets forth the understanding between among the Company Company, SVB Leerink and the AgentCantor Fxxxxxxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between among the Company Company, SVB Leerink and the AgentCantor Fxxxxxxxxx. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Axxxxx Xxxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Axxxxx Xxxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Jxx Xxxxxxxxxx Name: Xxxxx X. Xxx Jxx Xxxxxxxxxx Title: Head of Alternative Equities Managing Director By: /s/ Bxxx Xxxxx Name: Bxxx Xxxxx Title: COO, IB From: [ ] [TITLE] Tenaya TherapeuticsProvention Bio, Inc. Cc: [ ] To: SVB Securities LLC [Designated Agent] (the “Designated Agent”) Subject: SVB SecuritiesLeerink and Cantor Fxxxxxxxxx—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 102, 2022 2019 (the “Agreement”), by and between Tenaya Therapeuticsalong Provention Bio, Inc., a Delaware corporation (the “Company”), SVB Leerink LLC and SVB Securities LLC (“SVB Securities”)Cantor Fxxxxxxxxx & Co., I hereby request on behalf of the Company that SVB Securities the Designated Agent sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Axxxxxxx Xxxxxx, Chief Executive Officer Axxxxx Xxxxxxxxx, Chief Financial Officer Rxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Jxx Xxxxxxxxxx Bxxxxxx Xxxxxxx Sxxx Xxxx Pxxxxxx Xxxxxx Sxx Xxxxxxx Sxxxxx Xxxxxx Exxx Xxxxx

Appears in 1 contract

Samples: Sales Agreement (Provention Bio, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth first sentence of the seventh paragraph and the ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsCOGENT BIOSCIENCES, Inc. INC. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10February 8, 2022 2021 (the “Agreement”), by and between Tenaya TherapeuticsCogent Biosciences, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxx Xxxxxxx Xxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)xxx@xxxxxxxxxx.xxx The Company shall pay SVB Leerink compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Cogent Biosciences, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Agents’ Information” means solely the following information in the Registration Statement and the Prospectus: the eighth tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent Agents outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the AgentAgents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the AgentAgents. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Sxxxxxx Xxxxxxxx Xxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Sxxxxxx Xxxxxxxx Xxxxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Mxxx Xxxxxxxx Name: Xxxxx X. Xxx Mxxx Xxxxxxxx Title: Managing Director By: /s/ Sxxx Xxxxx Name: Sxxx Xxxxx Title: Senior Managing Director, Head of Alternative Equities Investment Banking From: [ ] [TITLE] Tenaya TherapeuticsDaré Bioscience, Inc. Cc: [ ] To: SVB Securities LLC [Sxxxxx, Xxxxxxxx & Company, Incorporated] [Cantor Fxxxxxxxxx & Co.] Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10March 31, 2022 2023 (the “Agreement”), by and between Tenaya TherapeuticsDaré Bioscience, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC Sxxxxx, Xxxxxxxx & Company, Incorporated (“SVB SecuritiesSxxxxx Xxxxxxxx”) and Cantor Fxxxxxxxxx & Co. (“Cantor”), I hereby request on behalf of the Company that SVB Securities [Identify Designated Agent] sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Sxxxxxx Xxxxxxx (sxxxxxxx@xxxxxxxxxxxxxx.xxx) Lxxx Xxxxxxx (lxxxxxxx@xxxxxxxxxxxxxx.xxx) Dxx Xxxxxxx (dxxxxxxx@xxxxxx.xxx) Mxxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxxwxxxxx@xxxxxx.xxx) Leone X. Xxxxxxxxx Sxxxxx Xxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)sxxxxxxx@xxxxxx.xxx) With copies to: CXXXX@xxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Dare Bioscience, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxx Xxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsXxxxxxxx Oncology, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10March 9, 2022 2023 (the “Agreement”), by and between Tenaya TherapeuticsXxxxxxxx Oncology, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxxxx Xxxxxxx Xxxxxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxx, M.D. Xxxx Xxxx xxx@xxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Cullinan Oncology, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities Managing Director From: [ ] [TITLE] Tenaya Therapeutics, Inc. KINNATE BIOPHARMA INC. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10January 3, 2022 (the “Agreement”), by and between Tenaya Therapeutics, Kinnate Biopharma Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxx Xxxxxx (***) Xxxx Xxxxxxxxxxxx (***) Xxxx Xxxxx (***) Xxx Xxxxx (xxxx@xxxxxxxxxxx.xxx***) Leone X. Xxxxxxxxx Xxx Xxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx***) (***)

Appears in 1 contract

Samples: Sales Agreement (Kinnate Biopharma Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentence of the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone Xxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxx Name: Leone Xxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsXencor, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10February 27, 2022 2023 (the “Agreement”), by and between Tenaya TherapeuticsXencor, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 0.01 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx).

Appears in 1 contract

Samples: Sales Agreement (Xencor Inc)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth first sentence of the seventh paragraph and the ninth paragraph under the heading “Plan of Distribution” in the Prospectus SupplementSales Prospectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Txxxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. President and Chief Executive Officer Title: Chief Financial and Business Officer Txxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxx Sxxx Xxxxxx, MD Name: Xxxxx X. Xxx Sxxx Xxxxxx, MD Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10, 2022 (the “Agreement”), by and between Tenaya Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Senior Managing Director

Appears in 1 contract

Samples: Sales Agreement (GENELUX Corp)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth seventh paragraph under the heading “Plan of Distribution” in the Prospectus SupplementProspectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. ZURA BIO LIMITED By: /s/ Leone X. Xxxxxxxxx, M.B.A. Vxxxxxxx Xxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Vxxxxxxx Xxxxxx Title: Chief Financial and Business Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Xxxxx Pxxxx X. Xxx Name: Xxxxx Pxxxx X. Xxx Title: Head of Alternative Equities From: [ [●] [TITLE] Tenaya Therapeutics, Inc. Cc: [ [●] To: SVB Securities Leerink Partners LLC Subject: SVB SecuritiesLeerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10September 3, 2022 2024 (the “Agreement”), by and between Tenaya Therapeutics, Inc.Zura Bio Limited, a Delaware corporation Cayman Islands exempted company (the “Company”), and SVB Securities Leerink Partners LLC (“SVB SecuritiesLeerink Partners”), I hereby request on behalf of the Company that SVB Securities Leerink Partners sell up to [ [●] shares of common stockClass A ordinary shares, $US$0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ US$[●] per share[; provided that no more than [ [●] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] Notice and end on shall continue until [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Robert Lisicki, Chief Executive Officer Verender Badial, Chief Financial Officer Kim Davis, Chief Legal Officer & Corporate Secretary Dan Dubin, M.D. Sean Pitt atm@leerink.com

Appears in 1 contract

Samples: Sales Agreement (Zura Bio LTD)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth fifth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxxx Xxxxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxxx Xxxxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Alt Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. MoonLake Immunotherapeutics Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 11, 2022 2023 (the “Agreement”), by and between Tenaya Therapeutics, Inc.MoonLake Immunotherapeutics, a Delaware corporation Cayman Islands exempted company (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stockClass A ordinary shares, par value $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxxxxx xx Xxxxx Xxxxxxxx Xxxxxxxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxx Xxxx Xxxx Xxxxx Xxx xxx@xxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (MoonLake Immunotherapeutics)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth eleventh paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone Xxxxx X. Xxxxxxxxx, M.B.A. Xxx Name: Leone Xxxxx X. Xxxxxxxxx, M.B.A. Xxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsForma Therapeutics Holdings, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10[•], 2022 202__ (the “Agreement”), by and between Tenaya TherapeuticsForma Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx X. Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxx Xxxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxx, Ph.D. Xxx Xxxxx, M.D. Xxxx Xxxx The Company shall pay SVB Leerink compensation in cash in an amount up to 3% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Forma Therapeutics Holdings, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and third sentences of the eighth paragraph and the tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsales prospectus specifically relating to the Placement Shares. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone Xxxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxx Name: Leone Xxxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxx Title: President and Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities Managing Director From: [ [NAME] [TITLE] Tenaya TherapeuticsReneo Pharmaceuticals, Inc. Cc: [ [NAME] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10May 2, 2022 (the “Agreement”), by and between Tenaya TherapeuticsReneo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxx.xxxxxxxxx@xxxxxxxxxxxxx.xxx) Xxx Xxxxx (Xxx.xxxxx@xxxxxxxxxxxxx.xxx) xxx@xxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Reneo Pharmaceuticals, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Agents’ Information” means solely the following information in the Registration Statement and the Prospectus: the eighth first sentence of the fifth paragraph under the heading “Plan of Distribution” in the Prospectus SupplementProspectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent Agents outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the AgentAgents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the AgentAgents. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Xxxxxx Xxxxxxxxx Name: Xxxxx X. Xxx Xxxxxx Xxxxxxxxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10, 2022 (the “Agreement”), by and between Tenaya Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Managing Director

Appears in 1 contract

Samples: Sales Agreement (Vaxart, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Dx. Xxxxxx Xxxx Name: Leone X. Xxxxxxxxx, M.B.A. Dx. Xxxxxx Xxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx Gxxxxxx X. Xxx Xxxxxxx Name: Xxxxx Gxxxxxx X. Xxx Xxxxxxx Title: Head of Alternative Equities Managing Director From: [ ] [TITLE] Tenaya TherapeuticsImmunic, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10July 17, 2022 2019 (the “Agreement”), by and between Tenaya Therapeutics, Immunic Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Dxxxxx Xxxx Mxxxxxx Xxxxxxxx Gxxxxxx Xxxxxxx Bxxxx Xxxxxxx Oxxx Xxxxxx Rxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Pxxxxxx Xxxxxx Sxx Xxxxxxx Sxxxxx Xxxxxx Exxx Xxxxx

Appears in 1 contract

Samples: Sales Agreement (Immunic, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth fifth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone Xxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxx Name: Leone Xxxxxx X. Xxxxxxxxx, M.B.A. Xxxxxxx Title: Chief Financial Executive Officer and Business Officer Chair of Board of Directors By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Alt Equities From: [ ] [TITLE] Tenaya TherapeuticsPardes Biosciences, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10January 11, 2022 2023 (the “Agreement”), by and between Tenaya TherapeuticsPardes Biosciences, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [[ ] / $[ ] aggregate offering amount of] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ][$[ ] aggregate offering amount of] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxx X. Xxxxxxx Xxxxx Xxxxxx Xxx Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxx xxx@xxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Pardes Biosciences, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Agents’ Information” means solely the following information in the Registration Statement and the Prospectus: the eighth eleventh paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent Agents outside of the United States. If the foregoing correctly sets forth the understanding between among the Company and the AgentAgents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the AgentAgents. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxx Xxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxx Xxxxxxx Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Managing Director, Head of Alternative Equities By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Managing Director, Chief Operating Officer From: [ ] [TITLE] Tenaya Therapeutics89bio, Inc. Cc: [ ] To: SVB Securities LLC [designated agent name] (“Designated Agent”) Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10March 25, 2022 2021 (the “Agreement”), by and between Tenaya Therapeutics89bio, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx).

Appears in 1 contract

Samples: Sales Agreement (89bio, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the ATM Prospectus: the eighth third sentence of the seventh paragraph and the ninth paragraph under the heading “Plan of Distribution” in the Prospectus SupplementATM Prospectus. All references in this Agreement to the Registration Statement, the Prospectus ATM Prospectus, the General Disclosure Package or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement Statement, the ATM Prospectus or the Prospectus General Disclosure Package (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement Statement, the Prospectus or the ProspectusGeneral Disclosure Package, as the case may be. All references in this Agreement to “supplements” to the ATM Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Cartesian Therapeutics, Inc. Cc: [ ] To: SVB Securities Leerink Partners LLC Subject: SVB SecuritiesLeerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10December 13, 2022 2024 (the “Agreement”), by and between Tenaya Cartesian Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink Partners LLC (“SVB SecuritiesLeerink Partners”), I hereby request on behalf of the Company that SVB Securities Leerink Partners sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxx Xxxx Xxxx xxx@xxxxxxx.xxx The Company shall pay Leerink Partners compensation in cash of up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Cartesian Therapeutics, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth first sentence of the fifth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone Xxxxxxxxx X. Xxxxxxxxx, M.B.A. Seelenberger Name: Leone Xxxxxxxxx X. Xxxxxxxxx, M.B.A. Seelenberger Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Alt Equities From: [ ] [TITLE] Tenaya TherapeuticsVincerx Pharma, Inc. Cc: [ ] To: SVB Securities Leerink Partners LLC Subject: SVB SecuritiesLeerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10March 29, 2022 2024 (the “Agreement”), by and between Tenaya TherapeuticsVincerx Pharma, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink Partners LLC (“SVB SecuritiesLeerink Partners”), I hereby request on behalf of the Company that SVB Securities Leerink Partners sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[ ] per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxxxxxxxx X. Seelenberger Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxx Xxx Xxxxxxxxxx The Company shall pay Leerink Partners LLC compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Vincerx Pharma, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Name: Leone X. Xxxxxxxxx, M.B.A. Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsImmunic, Inc. Cc: [ ] To: SVB Securities LLC Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10[∙], 2022 (the “Agreement”), by and between Tenaya Therapeutics, Immunic Inc., a Delaware corporation (the “Company”), and SVB Securities LLC (“SVB Securities”), I hereby request on behalf of the Company that SVB Securities sell up to [ [∙] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[∙] per share[; provided that no more than [ [∙] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx Dxxxxx Xxxx Gxxxx Xxxxxx Gxxxxxx Xxxxxxx Bxxxx Xxxxxxx axx@xxxxxxxxxx.xxx The Company shall pay SVB Securities compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part. Each of Dxxxxx Xxxx, the duly qualified and elected Chief Executive Officer of Immunic, Inc., a Delaware corporation (xxxx@xxxxxxxxxxx.xxxthe “Company”), and Gxxxx Xxxxxx, the duly qualified and elected Chief Financial Officer of the Company, does hereby certify in his or her respective capacity and on behalf of the Company, pursuant to Section 7(m) Leone X. Xxxxxxxxx of the Sales Agreement, dated May 2, 2022 (xxxxxxxxxx@xxxxxxxxxxx.xxxthe “Sales Agreement”), by and between the Company and SVB Securities LLC, that, after due inquiry, to the best of the knowledge of the undersigned:

Appears in 1 contract

Samples: Sales Agreement (Immunic, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxx Xxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. [COMPANY NAME] Cc: [ ] To: SVB Securities Leerink Partners LLC Subject: SVB SecuritiesLeerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10October 1, 2022 2024 (the “Agreement”), by and between Tenaya Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink Partners LLC (“SVB SecuritiesLeerink Partners”), I hereby request on behalf of the Company that SVB Securities Leerink Partners sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] Notice and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxxxx Xxxxx Xxxxxxx Xxxxxxx [***] The Company shall pay Leerink Partners compensation in cash of up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Neumora Therapeutics, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya TherapeuticsEYENOVIA, Inc. INC. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxx Title: Chief Financial and Business Officer ACCEPTED as of the date first-above written: SVB LEERINK LLC By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya TherapeuticsEyenovia, Inc. Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10December 14, 2022 2021 (the “Agreement”), by and between Tenaya TherapeuticsEyenovia, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)xxxxxxxx@xxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx Xxxxxxx.xxxxxx@xxxxxxxxxx.xxx xxx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Sales Agreement (Eyenovia, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Agents’ Information” means solely the following information in the Registration Statement and the Prospectus: the sixth sentence of the fourth paragraph, the eighth paragraph and the ninth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent Agents outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the AgentAgents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the AgentAgents. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxx Xxxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Managing Director, Global Head of Investment Banking From: [ ] [TITLE] Tenaya Xxxx Xxxxxxxxx, Chief Financial Officer Chinook Therapeutics, Inc. Cc: [ ] To: [SVB Securities LLC Leerink LLC][Cantor Xxxxxxxxxx & Co.] Subject: SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10April 7, 2022 2021 (the “Agreement”), by and between Tenaya among Chinook Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”) and Cantor Xxxxxxxxxx & Co. (“Cantor”), I hereby request on behalf of the Company that SVB Securities [identify Designated Agent] sell up to [ ] shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx Xxxx Xxxxxxxxxx (xxxx@xxxxxxxxxxx.xxxxxxxxxxxxxx@xxxxxxxxx.xxx) Leone X. Xxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxxxxxxxxxxxx@xxxxxxxxx.xxx) Xxxx Xxxxxxxx (xxxxxxxxx@xxxxxxxxx.xxx)

Appears in 1 contract

Samples: Sales Agreement (Chinook Therapeutics, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth first and third sentences of the seventh paragraph and the ninth paragraph under the heading “Plan of Distribution” in the Sales Prospectus Supplementspecifically relating to the Placement Shares. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. XxxxxxxxxXxxxx Xxxx, M.B.A. M.D. Name: Leone X. XxxxxxxxxXxxxx Xxxx, M.B.A. M.D. Title: Chief Financial and Business Executive Officer By: /s/ Xxxxx X. Xxx Xxxxxxx Xxxxxxxx Name: Xxxxx X. Xxx Xxxxxxx Xxxxxxxx Title: Managing Director, Co-Head of Alternative Equities Healthcare Investment Banking From: [ [NAME] [TITLE] Tenaya Xxxxx Therapeutics, Inc. Cc: [ [NAME] To: SVB Securities LLC Xxxxxxxxxxx & Co. Inc. Subject: SVB Securities—At Xxxxxxxxxxx & Co.—At the Market Offering—Placement Notice NoticeI Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10[MONTH DAY, 2022 YEAR] (the “Agreement”), by and between Tenaya Xxxxx Therapeutics, Inc., a Delaware corporation Inc. (the “Company”), and SVB Securities LLC Xxxxxxxxxxx & Co. Inc. (“SVB SecuritiesXxxxxxxxxxx & Co.”), I hereby request on behalf of the Company that SVB Securities Xxxxxxxxxxx & Co. sell up to [ ] shares of common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATEMONTH DAY, YEAR] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. [NAME] [NAME] Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)Xxxx: [*] Xxxxxx Xxxxxxx: [*] [*] The Company shall pay Xxxxxxxxxxx & Co. Inc. compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.

Appears in 1 contract

Samples: Sales Agreement (Avalo Therapeutics, Inc.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth tenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXXEXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares ADSs by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. ITAMAR MEDICAL LTD. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Name: Leone X. Xxxxxxxxx, M.B.A. Title: Chief Financial and Business Officer ACCEPTED as of the date first-above written: SVB LEERINK LLC By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. [COMPANY NAME] Cc: [ ] To: SVB Securities Leerink LLC Subject: SVB SecuritiesLeerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 10November 17, 2022 2020 (the “Agreement”), by and between Tenaya TherapeuticsItamar Medical Ltd., Inc., a Delaware corporation an Israeli company (the “Company”), and SVB Securities Leerink LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stockAmerican Depositary Shares (“ADSs”), $0.0001 each representing thirty ordinary shares, par value NIS 0.01 per share, of the Company (the Ordinary Shares”), at a minimum market price of $ $[ ] per shareADS[; provided that no more than [ ] Shares ADSs shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares ADSs that are the subject of this Placement Notice are sold]. Xxxxx Xxx (xxxx@xxxxxxxxxxx.xxx) Leone X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxx.xxx)During the Placement period:

Appears in 1 contract

Samples: Sales Agreement (Itamar Medical Ltd.)

Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the eighth fifth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, Tenaya Therapeutics, Inc. By: /s/ Leone X. Xxxxxxxxx, M.B.A. Xxxxxxxx Xxxxxxxxxx Name: Leone X. Xxxxxxxxx, M.B.A. Xxxxxxxx Xxxxxxxxxx Title: Chief Financial and Business Officer By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Head of Alternative Alt Equities From: [ ] [TITLE] Tenaya Therapeutics, Inc. MoonLake Immunotherapeutics Cc: [ ] To: SVB Securities Leerink Partners LLC Subject: SVB SecuritiesLeerink Partners LLC—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated August 1031, 2022 2023 (the “Agreement”), by and between Tenaya Therapeutics, Inc.MoonLake Immunotherapeutics, a Delaware corporation Cayman Islands exempted company (the “Company”), and SVB Securities Leerink Partners LLC (“SVB SecuritiesLeerink”), I hereby request on behalf of the Company that SVB Securities Leerink sell up to [ ] shares of common stockClass A ordinary shares, par value $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Xxxxx Xxxxxx xx Xxxxx Xxxxxxxx Xxxxxxxxxx Xxx Xxxxx Xxxx Xxxx Xxxxx Xxx xxx@xxxxxxx.xxx The Company shall pay Leerink Partners LLC compensation in cash equal to up to 3% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part. Each of Xxxxx Xxxxxx xx Xxxxx, the duly qualified and elected Chief Executive Officer of MoonLake Immunotherapeutics, a Cayman Islands exempted company (xxxx@xxxxxxxxxxx.xxxthe “Company”), and Xxxxxxxx Xxxxxxxxxx, the duly qualified and elected Chief Financial Officer of the Company, does hereby certify in his respective capacity and on behalf of the Company, pursuant to Section 7(m) Leone X. Xxxxxxxxx of the Sales Agreement, dated August 31, 2023 (xxxxxxxxxx@xxxxxxxxxxx.xxxthe “Sales Agreement”), by and between the Company and Leerink Partners LLC, that, after due inquiry, to the knowledge of the undersigned:

Appears in 1 contract

Samples: Sales Agreement (MoonLake Immunotherapeutics)

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