Form of Underwriting Agreement] EXHIBIT 1.0 2,000,000 UNITS MARSHALL EDWARDS, INC. COMMON STOCK AND WARRANTS TO PURCHASE COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 2003 • Marshall Edwards Inc • Pharmaceutical preparations • Pennsylvania
NOVOGEN LIMITED ABN 37 063 259 754Services Agreement • September 25th, 2003 • Marshall Edwards Inc • New South Wales
MEI PHARMA, INC. (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2014 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
17,500,000 Shares of Common Stock MEI Pharma, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2021 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
MEI Pharma, Inc. and Computershare, Inc., as Rights Agent Rights Agreement Dated as of October 1, 2023Rights Agreement • October 3rd, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • Delaware
In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights Beneficially Owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided, that if the Company fails to meet such obligation within 30 days following the date a Person becomes an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2011 • Marshall Edwards Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2011, by and among Marshall Edwards, Inc., a Delaware corporation, with headquarters located at 11975 El Camino Real, Suite 101, San Diego, California 92130 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”) amends and restates in its entirety that certain Registration Rights Agreement, dated as of May 2, 2011, by and among the Company and the Buyers.
MARSHALL EDWARDS PTY LIMITED ACN 099 665 675Marshall Edwards Inc • September 25th, 2003 • New South Wales
CONTENTSLicence Agreement • September 25th, 2003 • Marshall Edwards Inc • New South Wales
MEI PHARMA, INC. Common Stock ($0.00000002 par value per share) Capital on Demand™ Sales AgreementTerms Agreement • February 21st, 2024 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 12th, 2006 • Marshall Edwards Inc • Pharmaceutical preparations • New York
THIS AGREEMENT dated as of the 11th day of July 2006 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and MARSHALL EDWARDS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
MARSHALL EDWARDS, INC. Common Stock (par value $0.00000002 per share) At Market Issuance Sales AgreementMarshall Edwards Inc • February 7th, 2011 • Pharmaceutical preparations • New York
Marshall Edwards, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC (“MLV”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 29th, 2011 • Marshall Edwards Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of August , 2011 (the “Agreement”), by and between Marshall Edwards, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and (the “Indemnitee”).
4,375,000 Shares MEI PHARMA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2013 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
MEI Pharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the “Representatives”), an aggregate of 4,375,000 shares (the “Firm Shares”) of common stock, par value $0.00000002 per share, of the Company (the “Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 656,250 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2011 • Marshall Edwards Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 2, 2011, by and among Marshall Edwards, Inc., a Delaware corporation, with headquarters located at 11975 El Camino Real, Suite 101, San Diego, California, 92130 (the “Company”) and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
2,030,000 Shares MEI PHARMA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2013 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
MEI Pharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the “Representatives”), an aggregate of 2.030,000 shares (the “Shares”) of common stock, par value $0.00000002 per share, of the Company (the “Common Stock”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2012 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 2012, by and among (i) MEI Pharma, Inc., a Delaware corporation (the “Company”), (ii) S*BIO Pte Ltd., a Singapore private limited company (the “Initial Holder”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 12 hereof (collectively, the “Holder Permitted Transferees,” and each individually, a “Holder Permitted Transferee”).
BETWEENWarrant Agreement • October 31st, 2003 • Marshall Edwards Inc • Pharmaceutical preparations
AMENDED AND RESTATED WARRANT AGREEMENT among MARSHALL EDWARDS, INC. and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated as of September 26, 2007 Warrants to Purchase up to 2,433,962 Shares of Common StockWarrant Agreement • September 27th, 2007 • Marshall Edwards Inc • Pharmaceutical preparations • New York
INFINITY PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Inducement Grant Pursuant to NASDAQ Stock Market Rule 5635(c)(4)Stock Option Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • Delaware
FORM OF WARRANTMEI Pharma, Inc. • September 26th, 2023 • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Torreya Holdings, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 25, 2022 (the “Initial Exercise Date”) and on or prior to 6:30 p.m., New York City time, on October 25, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MEI Pharma, Inc., a Delaware corporation (the “Company”), up to 2,050,264 shares (as adjusted from time to time as provided in Section 4) of common stock, par value $0.00000002 per share, of the Company (the “Common Stock”) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
11455 El Camino Real, Suite 250 San Diego, CA 92130Nonqualified Stock Option Grant • June 13th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • California
documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • December 29th, 2011 • Marshall Edwards Inc • Pharmaceutical preparations • New York
This Securities Subscription Agreement (this “Agreement”) dated as of December 28, 2011, is by and among Marshall Edwards, Inc., a Delaware corporation (the “Company”), and Novogen Limited (the “Purchaser”).
ContractMarshall Edwards Inc • September 27th, 2007 • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
PROTECTIVE RIGHTS AGREEMENTProtective Rights Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
THIS PROTECTIVE RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2019 by and between Infinity Pharmaceuticals, Inc., a Delaware corporation (“Grantor”), and HCR Collateral Management, LLC, a Delaware limited liability company (“Agent”), as agent for HealthCare Royalty Partners III, L.P., a Delaware limited partnership (“HC Royalty”).
AGREEMENT AND PLAN OF MERGER among INFINITY PHARMACEUTICALS, INC. MEI PHARMA, INC. and MEADOW MERGER SUB, INC. Dated as of February 22, 2023Agreement and Plan of Merger • February 23rd, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of February 22, 2023, among Infinity Pharmaceuticals, Inc., a Delaware corporation (“Iris”), MEI Pharma, Inc., a Delaware corporation (“Meadow”), and Meadow Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Meadow (“Merger Sub”). Meadow, Merger Sub and Iris are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
Cambridge, MA Tel: 617-453-1000 Fax: 617-453-1001MEI Pharma, Inc. • June 5th, 2023 • Pharmaceutical preparations
As you know, Infinity Pharmaceuticals, Inc. (“Infinity”) is entering into a merger agreement with MEI Pharma, Inc. (“MEI”) by which, if the merger is completed in accordance with its terms, Infinity will become a subsidiary of MEI. References to “Infinity” below include MEI if and after the merger closes. We recognize that your contributions to Infinity in the past have been integral to its success and that your continued involvement with and after the merger will be necessary to facilitate the completion of the merger and are critical to ensuring the success of the merged company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2007 • Marshall Edwards Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 6, 2007, among Marshall Edwards, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and, collectively, the “Purchasers”).
PURCHASE AND SALE AGREEMENT dated as of March 5, 2019 between INFINITY PHARMACEUTICALS, INC. and HEALTHCARE ROYALTY PARTNERS III, L.P.Purchase and Sale Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT (this “Purchase and Sale Agreement” or this “Agreement”) dated as of March 5, 2019 (the “Execution Date”) is between Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), and HealthCare Royalty Partners III, L.P., a Delaware limited partnership (the “Purchaser”).
FUNDING AGREEMENTFunding Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Funding Agreement (this “Agreement”), dated as of January 8, 2020, is entered into by and among Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), BVF Partners L.P., a Delaware limited partnership (“BVF”) and Royalty Security, LLC, a wholly owned subsidiary of BVF and a Delaware limited liability company (“Buyer”). Each of the Company, BVF and Buyer is referred to herein individually as a “Party” and collectively as the “Parties”.
INFINITY PHARMACEUTICALS, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
December 24, 2012 AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT Between INTELLIKINE LLC and INFINITY PHARMACEUTICALS, INC.Development and License Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Development and License Agreement (“Agreement”) is made as of this 24th day of December, 2012 (the “Effective Date”) by and between Intellikine LLC, a limited liability company organized and existing under the laws of the State of Delaware and successor to Intellikine, Inc. (“Intellikine”), and Infinity Pharmaceuticals, Inc., a company organized and existing under the laws of the State of Delaware (“Infinity”). Intellikine and Infinity are each referred to individually as a “Party” and together as the “Parties”.
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT DATED AS OF AUGUST 5, 2016 BY AND BETWEEN MEI PHARMA, INC. AND HELSINN HEALTHCARE SAAsset Purchase Agreement • February 16th, 2017 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT is made as of August 7, 2012 by and between MEI Pharma, Inc., a Delaware corporation (“Purchaser”), and S*Bio Pte Ltd., a Singapore private limited company (“Seller”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED AND RESTATED LICENSE AGREEMENT BY AND BETWEEN INFINITY PHARMACEUTICALS, INC. AND VERASTEM, INC.License Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”) is entered into as the 1 st day of November, 2016 and made effective as of the 29 th day of October, 2016 (the “Effective Date”), by and between Infinity Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal office located at 784 Memorial Drive, Cambridge, Massachusetts 02139 (“INFI”), and Verastem, Inc., a corporation organized and existing under the laws of Delaware, having a principal office located at 117 Kendrick Street, Suite 500, Needham, Massachusetts 02494 (“Licensee”). INFI and Licensee are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
Cambridge, MA Tel: 617-453-1000 Fax: 617-453-1001MEI Pharma, Inc. • June 5th, 2023 • Pharmaceutical preparations
As you know, Infinity Pharmaceuticals, Inc. (“Infinity”) is entering into a merger agreement with MEI Pharma, Inc. (“MEI”) by which, if the merger is completed in accordance with its terms, Infinity will become a subsidiary of MEI. References to “Infinity” below include MEI if and after the merger closes. We recognize that your contributions to Infinity in the past have been integral to its success and that your continued involvement with and after the merger will be necessary to facilitate the completion of the merger and are critical to ensuring the success of the merged company.
TERMINATION AND REVISED RELATIONSHIP AGREEMENTTermination and Revised Relationship Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Termination and Revised Relationship Agreement (this “Agreement”) is entered into as of the 17th day of July 2012 (the “Effective Date”) by and between Infinity Pharmaceuticals, Inc., a Delaware corporation having its principal office at 780 Memorial Drive, Cambridge, Massachusetts 02139 (“Infinity”), and Purdue Pharmaceutical Products L.P., a Delaware limited partnership (“Purdue”).
