•] Shares of Common Stock ONCOMED PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2013 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • New York
ONCOMED PHARMACEUTICALS INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • June 12th, 2015 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • New York
OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ONCOMED PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 3rd, 2012 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [—] by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • December 6th, 2018 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SUPPORT AGREEMENT (this “Agreement”), dated as of December 5, 2018, is made by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [insert name of shareholder] (“Shareholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2013 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2, 2013, by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Celgene Corporation, a Delaware corporation (the “Investor”).
ContractWarrant Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY, IN FORM AND SUBSTANCE, TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LEASELease Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
THIS LEASE (“Lease”) is made and entered into as of May 30, 2006 (the “Lease Commencement Date”), by and between SLOUGH REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
RESEARCH AND DEVELOPMENT COLLABORATION, OPTION, AND LICENSE AGREEMENT BY AND BETWEEN ONCOMED PHARMACEUTICALS, INC. AND SMITHKLINE BEECHAM CORPORATION DECEMBER 7, 2007Research and Development Collaboration, Option, and License Agreement • July 5th, 2012 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS RESEARCH AND DEVELOPMENT COLLABORATION, OPTION, AND LICENSE AGREEMENT (together with any exhibits attached hereto, this “Agreement”) is made and entered into as of December 7, 2007 (the “Effective Date”), by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”), and SmithKline Beecham Corporation, a Pennsylvania corporation doing business as GlaxoSmithKline with a principal place of business at One Franklin Plaza, Philadelphia, Pennsylvania 19102, United States of America (“GSK”). OncoMed and GSK are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ONCOMED LETTERHEADChange in Control and Severance Agreement • March 7th, 2019 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations
You and OncoMed Pharmaceuticals, Inc. (the “Company”) are parties to an Amended and Restated Change in Control and Severance Agreement dated October 14, 2015 (the “Change in Control Agreement”), which sets forth, among other things, the terms and conditions of certain severance benefits payable to you in the event of a qualifying termination of your employment. This letter (this “Agreement”) amends and restates the Change in Control Agreement to provide you with additional benefits in the event of certain terminations of your employment. This Agreement supersedes the Change in Control Agreement and any other agreement or policy to which the Company is a party with respect to the cessation of your employment with the Company.
SUBLEASESublease • March 7th, 2019 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LEASE (“Lease”) is made and entered into as of May 30, 2006 (the “Lease Commencement Date”), by and between SLOUGH REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
AMENDMENT 1 TO THE COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • October 25th, 2012 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDMENT 1 TO THE COLLABORATION AND OPTION AGREEMENT (the “Amendment”) is made and entered into on August 1st, 2012 (the “Amendment Date”), by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”), and Bayer Pharma AG, a German corporation located at Müllerstrasse 178, 13353 Berlin, Germany which previously acted under the name Bayer Schering Pharma AG (“BSP”). OncoMed and BSP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COLLABORATION AND OPTION AGREEMENT BY AND BETWEEN ONCOMED PHARMACEUTICALS, INC. AND BAYER SCHERING PHARMA AG DATED JUNE 15, 2010Collaboration and Option Agreement • July 5th, 2012 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND OPTION AGREEMENT (the “Agreement”) is made and entered into as of June 15, 2010 (the “Effective Date”), by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”), and Bayer Schering Pharma AG, a German corporation located at Müllerstrasse 178, 13353 Berlin, Germany (“BSP”). OncoMed and BSP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • May 11th, 2012 • OncoMed Pharmaceuticals Inc
This SECOND AMENDMENT TO OFFICE LEASE (“Amendment”) is made and entered into as of December 22, 2010, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2013 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2013, by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Celgene Corporation (“Celgene”).
DATE] [NAME] [ADDRESS] Re: Change in Control and Severance Agreement Dear [NAME]: OncoMed Pharmaceuticals, Inc. (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of the Company’s key...Change in Control and Severance Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (each, a “Transaction”), wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or the successor entity, or, in the case of a Transaction described in (iii), the corporation or other entity to which the assets of the Company were transferred, as the case may be.
AMENDMENT NO. 1 TO THE RESEARCH AND DEVELOPMENT COLLABORATION, OPTION, AND LICENSE AGREEMENTResearch and Development Collaboration, Option, and License Agreement • July 5th, 2012 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations
This AMENDMENT NO. 1 TO THE RESEARCH AND DEVELOPMENT COLLABORATION, OPTION, AND LICENSE AGREEMENT (the “Amendment No. 1”) is made this 28th day of July, 2011 (the “Amendment No. 1 Effective Date”) by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”) and GlaxoSmithKline LLC, a Delaware limited liability company with a principal place of business at One Franklin Plaza, Philadelphia, Pennsylvania 19102, United States of America (formerly known as SmithKline Beecham Corporation) (“GSK”). OncoMed and GSK are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Form of Supplemental Lock-up AgreementSupplemental Lock-Up Agreement • July 3rd, 2013 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • California
ContractSubscription and License Agreement • July 5th, 2012 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • New York
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ONCOMED PHARMACEUTICALS, INC. AMENDMENT AND CONSENTAmendment and Consent • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
This Amendment and Consent, dated as of September 16, 2010, is made by and among OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and certain holders of the Company’s Series A Preferred Stock (the “Series A Investors”), certain holders of the Company’s Series B Preferred Stock and Series B-1 Preferred Stock (the “Series B Investors”), certain holders of the Company’s Series B-2 Preferred Stock (the “Series B-2 Investor”), certain holders of the Company’s Series B-3 Preferred Stock (the “Series B-3 Investor,” and together with the Series A Investors, Series B Investors and Series B-2 Investor, the “Investors,” and each individually, an “Investor”), and certain holders of the Company’s Class A Common Stock (each of which is herein referred to as a “Common Holder” and all of which are collectively referred to herein as the “Common Holders”).
ONCOMED LETTERHEADSeparation Agreement • March 7th, 2019 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations
This letter confirms the offer made to you by OncoMed Pharmaceuticals, Inc. (the “Company”) in conjunction with your continued employment and separation from the Company as of December 21, 2018, or such earlier date as either you or the Company terminates your employment (the “Separation Date”). If you sign and return this letter to us by December 12, 2018, it shall become a binding agreement between you and the Company (the “Agreement”), and you will become eligible for the payments and benefits of Paragraphs 2, 3 and 4 of this Agreement. If you do not timely sign and return this Agreement, your employment shall terminate effective December 13, 2018, and you shall receive only those payments and benefits set forth in Paragraph 1.
AMENDMENT NO. 3 TO LICENSE AGREEMENT REGENTS OF THE UNIVERSITY OF MICHIGAN AND ONCOMED PHARMACEUTICALS, INC.License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
THIS AMENDMENT NO. 3 TO THE LICENSE AGREEMENT (“Amendment”) is made effective as of March 31st, 2005 (the “Amendment Date”) and is entered into by and between THE REGENTS OF THE UNIVERSITY OF MICHIGAN, a constitutional corporation of the State of Michigan (“Michigan”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation having offices at 265 N. Whisman Road, Mountain View, CA 94043 (“OncoMed”) to amend their License Agreement dated January 5, 2001, as amended by Amendment Number 1 to the License Agreement dated as of July 21, 2004, and as amended by Amendment Number 2 to the License Agreement dated as of August 13, 2004 (“License Agreement”).
FORM OF STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 6th, 2018 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SUPPORT AGREEMENT (this “Agreement”), dated as of December 5, 2018, is made by and between Mereo BioPharma Group plc, a public limited company incorporated under the laws of England and Wales (“Milan”), and [insert name of stockholder] (“Stockholder”).
September 4, 2008 Martin H. Goldstein SVP, Corporate Development OncoMed Pharmaceuticals, Inc. Redwood City, CA 94063-4748 RE: License Agreement with OncoMed Pharmaceuticals (UM 1819) Dear Mr. Goldstein:License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
From our recent conversations, we understand that potential investors in OncoMed Pharmaceuticals, Inc. (“Onco”) have raised questions regarding the references to Howard Hughes Medical Institute (“HHMI”) in the August 5, 2001 License Agreement between University of Michigan (“UM”) and Cancer Stem Cell Genomics, Inc. (the predecessor in interest of Onco), as amended (the “License”). As previously indicated by telephone, UM confirms:
January 25, 2018 [Employee name] [Employee address] Dear [Employee]:Retention Bonus Agreement • March 9th, 2018 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations
This letter (the “Retention Bonus Agreement”) provides terms regarding your eligibility for retention bonus compensation from OncoMed Pharmaceuticals, Inc. (“OncoMed”).
AMENDMENT 2 TO THE COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • November 13th, 2013 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDMENT 2 TO THE COLLABORATION AND OPTION AGREEMENT (the “Amendment”) is made and entered into on August 27, 2013 (the “Amendment Date”), by and between OncoMed Pharmaceuticals, Inc. a Delaware corporation located at 800 Chesapeake Drive. Redwood City, California 94063. United States of America (“OncoMed”), and Bayer Pharma AG, a German corporation located at Müllerstrasse 178, 13353 Berlin, Germany which previously acted under the name Bayer Schering Pharma AG (“BSP”). OncoMed and BSP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ONCOMED LETTERHEADResignation Agreement • March 9th, 2018 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • California
This letter agreement (this “Agreement”) confirms our recent discussions about your employment as Chairman, President and CEO of OncoMed Pharmaceuticals, Inc. (the “Company”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
This Separation Agreement and General Release (the “Agreement”) is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) by and between Steven E. Benner, M.D. (“Executive”) and OncoMed Pharmaceuticals, Inc. (the “Company”), with reference to the following facts:
AMENDMENT 6 TO THE COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • August 2nd, 2018 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment 6 to the Collaboration and Option Agreement (the “Amendment”) is made and entered into on June 13, 2018 (the “Amendment Date”), by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”), and Bayer AG, a German corporation located at Müllerstrasse 178, 13353 Berlin, Germany (“Bayer”). OncoMed and Bayer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 15th, 2019 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SUPPORT AGREEMENT (this “Agreement”), dated as of March __, 2019 (the “Effective Date”), is made by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [insert name of stockholder] (“Stockholder”).
FIRST AMENDMENT TO LEASELease • May 11th, 2012 • OncoMed Pharmaceuticals Inc
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is dated as of November , 2006 and is entered into between SLOUGH REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), with reference to the following facts:
AMENDMENT 4 TO THE COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • November 1st, 2016 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment 4 to the Collaboration and Option Agreement (the “Amendment”) is made and entered into by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”), and Bayer Pharma AG, a German corporation located at Müllerstrasse 178, 13353 Berlin, Germany which previously acted under the name Bayer Schering Pharma AG (“BSP”). OncoMed and BSP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 5 TO LICENSE AGREEMENT REGENTS OF THE UNIVERSITY OF MICHIGAN AND ONCOMED PHARMACEUTICALS, INC.License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
THIS AMENDMENT NO. 5 TO THE LICENSE AGREEMENT (“Amendment”) is made effective as of March 12th, 2007 (the “Amendment Date”) and is entered into by and between THE REGENTS OF THE UNIVERSITY OF MICHIGAN, a constitutional corporation of the State of Michigan (“Michigan”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation having offices at 800 Chesapeake Drive, Redwood City, CA 94063 (“OncoMed”) to amend their License Agreement dated January 5, 2001, as amended by Amendment Number 1 to the License Agreement dated as of July 21, 2004, as amended by Amendment Number 2 to the License Agreement dated as of August 13, 2004, as amended by Amendment Number 3 to the License Agreement dated as of March 31st, 2005, and as amended by Amendment Number 4 to the License Agreement dated as of December 12, 2005 (collectively “License Agreement”).
AMENDMENT NO. 6 TO LICENSE AGREEMENT REGENTS OF THE UNIVERSITY OF MICHIGAN AND ONCOMED PHARMACEUTICALS, INC.License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
THIS AMENDMENT NO. 6 TO THE LICENSE AGREEMENT (“Amendment”) is made effective as of October 6th, 2008 (the “Amendment Date”) and is entered into by and between THE REGENTS OF THE UNIVERSITY OF MICHIGAN, a constitutional corporation of the State of Michigan (“Michigan”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation having offices at 800 Chesapeake Drive, Redwood City, CA 94063 (“OncoMed”) to amend their License Agreement dated January 5, 2001, as amended by Amendment Number 1 to the License Agreement dated as of July 21, 2004, as amended by Amendment Number 2 to the License Agreement dated as of August 13, 2004, as amended by Amendment Number 3 to the License Agreement dated as of March 31st, 2005, as amended by Amendment Number 4 to the License Agreement dated as of December 12, 2005 and as amended by Amendment Number 5 to License Agreement dates as of March 12, 2007 (collectively “License Agreement”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
This Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of October 7, 2008, by and among OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Exhibit A hereto (individually an “Investor” and collectively the “Investors”).
AMENDMENT 5 TO THE COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • March 9th, 2017 • OncoMed Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment 5 to the Collaboration and Option Agreement (the “Amendment”) is made and entered into as of December 15, 2016 (the “Amendment Effective Date”), by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”), and Bayer Pharma AG, a German corporation located at Müllerstrasse 178, 13353 Berlin, Germany which previously acted under the name Bayer Schering Pharma AG (“BSP”). OncoMed and BSP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
