UNDERWRITING AGREEMENT between STEMLINE THERAPEUTICS, INC. and JEFFERIES LLC as Representative of the Several UnderwritersUnderwriting Agreement • January 20th, 2017 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
The undersigned, Stemline Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Jefferies LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF INDEMNIFICATION AGREEMENT (For Directors)Indemnification Agreement • June 20th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Stemline Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
STEMLINE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2019 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
The undersigned, Stemline Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with J.P. Morgan Securities LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • November 14th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS].
DISTRIBUTION AGREEMENTDistribution Agreement • March 16th, 2018 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
Stemline Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), confirms its agreement with J.P. Morgan Securities LLC, Cantor Fitzgerald & Co. and Ladenburg Thalmann & Co. Inc., as agents and/or principals under any Terms Agreement (as defined in Section 1(a) below) (each, an “agent” and collectively, the “Agents”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $50,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
Shares STEMLINE THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
Stemline Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
AGREEMENT AND PLAN OF MERGER among: STEMLINE THERAPEUTICS, INC., a Delaware corporation; BERLIN-CHEMIE AG, a company formed under the laws of Germany; and MERCURY MERGER SUB, INC., a Delaware corporation Dated as of May 3, 2020Merger Agreement • May 4th, 2020 • Stemline Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 3, 2020, by and among: Berlin-Chemie AG, a company formed under the laws of Germany (“Parent”); Mercury Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Stemline Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • June 20th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • Texas
This RESEARCH AND LICENSE AGREEMENT (this “Agreement”), dated as of June 15, 2006 (the “Effective Date”), is made by and between Scott and White Memorial Hospital and Scott, Sherwood and Brindley Foundation for itself and for its Affiliate, Scott & White Clinic (collectively, “S&W”), Texas non-profit corporations, located at 2401 S 31st Street, Temple, Texas 76508; Arthur E. Frankel, M.D.; and Stemline Therapeutics, Inc., a Delaware corporation having a principal place of business located at ***, New York, New York 10128 (“Stemline”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 20th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • Pennsylvania
This Agreement is made and entered into as of the 30th day of September, 2009 (“Effective Date”), by and between the University of Pittsburgh — Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 200 Gardner Steel Conference Center, Thackeray and O’Hara Streets, Pittsburgh, Pennsylvania 15260 (“University”), and Stemline Therapeutics, Inc., with its principal business at ***, New York, New York 10128 (“Licensee”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • June 20th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • Pennsylvania
This Agreement is made and entered into as of the 30th day of March, 2012 (“Effective Date”), by and between the University of Pittsburgh — Of the Commonwealth System of Higher Education, a non-profit corporation, organized and existing under the laws of the Commonwealth of Pennsylvania, having an office at 200 Gardner Steel Conference Center, Thackeray and O’Hara Street, Pittsburgh, Pennsylvania 15260 (“University”), and Stemline Therapeutics, Inc., having its principal office at ***, New York, New York 10128 (“Licensee”).
EXCLUSIVE PATENT AND NON-EXCLUSIVE KNOW-HOW LICENCE AGREEMENTExclusive Patent and Non-Exclusive Know-How License Agreement • June 20th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • England
*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
Stemline Therapeutics, Inc. Sixth Floor New York, NY 10022Employment Agreement • January 23rd, 2014 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
ASSIGNMENT AGREEMENTAssignment Agreement • June 20th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
This Assignment Agreement (this “Agreement”) is made effective as of June 15, 2012 (the “Effective Date”) by and between Ivan Bergstein, M.D., an individual with a place of business at 750 Lexington Avenue, 6th Floor, New York, NY 10022 (“Assignor”) and Stemline Therapeutics, Inc., a Delaware corporation with a place of business at 750 Lexington Avenue, 6th Floor, New York, NY 10022 (“Assignee”). Assignor and Assignee are each hereafter referred to individually as a “Party” and together as the “Parties”.
NON-QUALIFIED STOCK OPTION AGREEMENT STEMLINE THERAPEUTICS, INC.Non-Qualified Stock Option Agreement • April 2nd, 2012 • Stemline Therapeutics Inc • Delaware
WHEREAS, the Company desires to grant to the Participant an option (the “Option”) to purchase shares of its common stock (“Common Stock”), $0.0001 par value per share (the “Shares”), under and for the purposes set forth in the Company’s Amended and Restated 2004 Employee, Director and Consultant Stock Plan (the “Plan”);
Letter AgreementLetter Agreement • July 27th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 16th, 2015 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES...Note Purchase Agreement • April 2nd, 2012 • Stemline Therapeutics Inc • New York
THIS NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF THE NOTE PURCHASE AGREEMENT AMONG STEMLINE THERAPEUTICS, INC. AND THE OTHER PARTIES THERETO DATED AS OF MARCH 16, 2010, AS AMENDED FROM TIME TO TIME, AND IS ENTITLED TO THE BENEFITS THEREOF.
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 4th, 2020 • Stemline Therapeutics Inc • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 3, 2020, is entered into by and among Berlin-Chemie AG, a company formed under the laws of Germany (“Parent”), Mercury Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the stockholder listed on the signature page hereto (the “Stockholder”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
INCENTIVE STOCK OPTION AGREEMENT STEMLINE THERAPEUTICS, INC.Incentive Stock Option Agreement • April 2nd, 2012 • Stemline Therapeutics Inc • Delaware
WHEREAS, the Company desires to grant to the Employee an option (the “Option”) to purchase shares of its common stock (“Common Stock”), $0.0001 par value per share (the “Shares”), under and for the purposes set forth in the Company’s Amended and Restated 2004 Employee, Director and Consultant Stock Plan (the “Plan”);
EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of this 15th day of June, 2012 by and among STEMLINE THERAPEUTICS, INC., a Delaware corporation (the “ Company”), and IVAN BERGSTEIN, M.D. (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2016 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
Kenneth Hoberman (the “Executive”) has been employed by Stemline Therapeutics, Inc. (the “Company”), a Delaware corporation, since March 2012 (each, a “Party” and both, “Parties”). The Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to enter into an employment agreement with the Executive. Now, for good and valuable consideration, the Parties enter into this employment agreement (the “Agreement”) this 7th day of January, 2016 (the “Effective Date”):
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 20th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is made effective as of December 1, 2003 (the “Effective Date”) by and between Ivan Bergstein, M.D., an individual residing at 28 Arleigh Road, Great Neck, New York 11021 (“Licensor”), and Stemline Therapeutics, Inc., a Delaware corporation with a place of business at 1675 York Avenue, Suite 30-E, New York, NY 10128 (“Licensee”). Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties”.
SEPARATION AGREEMENTSeparation Agreement • October 29th, 2015 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
This Separation Agreement (this “Agreement”) is made and entered into between ERIC ROWINSKY, M.D. (“Executive”) and STEMLINE THERAPEUTICS, INC. (the “Company”).
STEMLINE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2018 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
The undersigned, Stemline Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with J.P. Morgan Securities LLC and Cowen and Company, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AMENDMENT NO. 1 TO ASSIGNMENT AGREEMENTAssignment Agreement • November 14th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
This Amendment No. 1 to Assignment Agreement (this “Amendment”) is made effective as of November 7, 2012 (the “Effective Date”) by and between Ivan Bergstein, M.D., an individual with a place of business at 750 Lexington Avenue, 6th Floor, New York, NY 10022 (“Assignor”) and Stemline Therapeutics, Inc., a Delaware corporation with a place of business at 750 Lexington Avenue, 6th Floor, New York, NY 10022 (“Assignee” and together with Assignor, the “Parties”), and hereby amends that certain Assignment Agreement, effective as of June 15, 2012, by and between Assignor and Assignee (the “Assignment Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Assignment Agreement.
STEMLINE THERAPEUTICS, INC. Incentive Stock Option Agreement Granted Under 2012 Equity Incentive Plan NOTICE OF GRANTIncentive Stock Option Agreement • July 19th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations
Stemline Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2012 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the Participant listed below (“Participant”), an option to purchase the number of Shares (as defined in the Plan) set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Incentive Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Notice of Grant shall have the meanings ascribed to them in the Plan or the Stock Option Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2012 • Stemline Therapeutics Inc • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated November 6, 2011 (the “Effective Date”), is by and between Stemline Therapeutics, Inc., a Delaware corporation (the “Company”), and Eric Rowinsky, M.D. (“Executive”).
STEMLINE THERAPEUTICS, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Equity Incentive Plan NOTICE OF GRANTNonstatutory Stock Option Agreement • July 19th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations
Stemline Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2012 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the Participant listed below (“Participant”), an option to purchase the number of Shares (as defined in the Plan) set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Nonstatutory Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Notice of Grant shall have the meanings ascribed to them in the Plan or the Stock Option Agreement.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • April 2nd, 2012 • Stemline Therapeutics Inc • Pennsylvania
This Agreement is made and entered into as of the 21st day of March, 2012 (“Effective Date”), by and between the University Of Pittsburgh — Of The Commonwealth System Of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, having its principal office at 200 Gardner Steel Conference Center, Thackeray and O’Hara Streets, Pittsburgh, Pennsylvania 15260 (“University”), and Stemline Therapeutics, Inc., with its principal business at ***, New York, New York 10128 (“Licensee”).
