INDEMNIFICATION AGREEMENTIndemnification Agreement • April 16th, 2021 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [____________] between Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and [______________] (“Indemnitee”).
Sagimet Biosciences Inc. Shares of Series A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 15th, 2024 • Sagimet Biosciences Inc. • Pharmaceutical preparations • New York
Sagimet Biosciences Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Sagimet Biosciences Inc. Series A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • January 23rd, 2024 • Sagimet Biosciences Inc. • Pharmaceutical preparations
Sagimet Biosciences Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”) and in the manner contemplated by this Agreement, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Series A common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
SAGIMET BIOSCIENCES INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [_______] by and between Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
SAGIMET BIOSCIENCES INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [_______] by and between Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2024 • Sagimet Biosciences Inc. • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and George Kemble (the “Executive”) and is effective as of June 5, 2024 (the “Effective Date”). Except with respect to the Equity Documents and the Continuing Obligations (each, as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Executive Employment Agreement dated August 7, 2023, (ii) the Employment Agreement between the Executive and the Company dated June 27, 2011, as amended and restated on October 14, 2022, and (iii) any offer letter, as applicable (collectively, the “Prior Agreement”).
LEASE AGREEMENT between Casiopea Bovet, LLC “Landlord” and 3-V Biosciences, Inc., a Delaware corporation “Tenant”Lease Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
Commencement Date: The Lease shall commence upon the later of substantial completion of the Tenant Improvements by Landlord or April 1, 2019.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
This Executive Employment Agreement (this “Agreement”) is made between Sagimet Biosciences Inc. (the “Company”) and Elizabeth Rozek (“Executive”).
Sagimet Biosciences Inc.Employment Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
On behalf of Sagimet Biosciences Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no later than October 17, 2022 (such actual date of your commencement of employment shall be referred to herein as the “Start Date”).
investors’ rights agreementInvestors’ Rights Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 21, 2020, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (each, an “Investor,” and collectively, the “Investors”).
EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT by and between and Ascletis BioScience Co. Ltd. Dated January 18, 2019Exclusive License and Development Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
THIS EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT (this “Agreement”), is executed as of January 18, 2019 by and between 3-V Biosciences, Inc., a corporation organized under the laws of Delaware (“3-V”), having a principal place of business at 3715 Haven Ave. Suite 220, Menlo Park, CA 94025, and Ascletis BioScience Co. Ltd. (also known as 歌礼生物科技（杭州）有限公司), a corporation under the laws of China having a registered office at Room 1102，Building D，198 Qidi Road, HIPARK, Xiaoshan District, Hangzhou, China (“Ascletis”). 3-V and Ascletis are sometimes collectively referred to herein as the “Parties” or individually as a “Party”.
Patent Assignment AgreementPatent Assignment Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
This Patent Assignment Agreement (this “Agreement”), effective as of October 25, 2019, is signed by and between Sagimet Biosciences Inc. (formerly known as 3-V Biosciences, Inc.), a corporation organized under the laws of Delaware, having a principal place of business at 155 Bovet Road Suite 303, San Mateo, CA 94402 (hereinafter referred as “Assignor” or “Sagimet”); and Gannex Pharma Co., Ltd. ( 甘莱制药有限公司), an affiliate of Ascletis BioScience Co., Ltd. (both wholly-owned subsidiaries of Ascletis Pharma Inc.) and a corporation under the laws of China having a registered office at No. 665 Zhangjiang Road, 3rd Floor, Shanghai Pilot Free Trade Zone, Shanghai, China (hereinafter referred to as "Assignee").
ContractWarrant Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
Amended and Restated Patent Assignment AgreementPatent Assignment Agreement • July 10th, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
This Amended and Restated Patent Assignment Agreement (this “Agreement”), effective as of October 25, 2019, is signed by and between Sagimet Biosciences Inc. (formerly known as 3-V Biosciences, Inc.), a corporation organized under the laws of Delaware, having a principal place of business at 155 Bovet Road, Suite 303, San Mateo, CA 94402 (hereinafter referred as "Assignor''); and Gannex Pharma Co., Ltd (甘莱制药有限公司), a corporation under the laws of China having a registered office at No. 665 Zhangjiang Road, 3rd Floor, Shanghai Pilot Free Trade Zone, Shanghai, China (hereinafter referred to as “Assignee”). Assignee is an affiliate of Ascletis BioScience Co. Ltd. (also known as 歌礼生物科技（杭州）有限公司) (“Ascletis”), and both Assignee and Ascletis are wholly-owned subsidiaries of Ascletis Pharma Inc.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE SAGIMET BIOSCIENCES INC. 2023 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
Pursuant to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Sagimet Biosciences Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Series A Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
ContractStock Option Agreement • April 16th, 2021 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
This Amended and Restated Executive Employment Agreement (this "Agreement”), made between 3-V Biosciences, Inc. (the "Company") and Dennis Hom ("Executive") amends and restates in its entirety Executive's terms of employment with the Company previously set forth in that certain Offer Letter dated October 26, 2017 (the "Offer Letter"). This Agreement is effective as of January 11, 2019 (the "Effective Date").
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 10th, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), having an effective date of October 25, 2019 ("Effective Date"), is made by and between Ascletis Bioscience Co. Ltd. (also known as 歌礼生物科技（杭州）有限公司), a corporation with a registered office at 12/F Building 3, 371Mingxing Road, Hipark, Xiaoshan District, Hangzhou, China ("Assignor"), and Gannex Pharma Co., Ltd. (甘莱制药有限公司), a corporation under the laws of China having a registered office at No. 665 Zhangjiang Road, 3rd Floor, Shanghai Pilot Free Trade Zone, Shanghai, China ("Assignee"), and Sagimet Biosciences Inc. (formerly known as 3-V Biosciences, Inc.), a corporation organized under the laws of Delaware, having a principal place of business at 155 Bovet Road Suite 303, San Mateo, CA 94402 (“Sagimet”) (solely with respect to Section 3 of this Agreement). Assignor and Assignee may be referred to herein individually as a “Party”, and collectively as the “Parties”.
Amendment to Transition Services AgreementTransition Services Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
WHEREAS, Dennis Hom and Sagimet Biosciences Inc. (collectively, the “Parties”) entered into a Transition Services Agreement on April 4, 2023 (the “Transition Services Agreement”); and
ContractWarrant to Purchase Stock • January 23rd, 2024 • Sagimet Biosciences Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
Sagimet Biosciences Inc. 155 Bovet Road, Suite 303 San Mateo, CA 94402 April 4, 2023Transition Services Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • California
Thank you for all of the services you have provided to Sagimet Biosciences Inc. (the Company”). Thank you also for agreeing to help transition your role as Chief Financial Officer (“CFO”) of the Company to the Company’s incoming CFO. We are providing you with this letter agreement (“Letter Agreement”) to confirm our understanding regarding this transition.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE SAGIMET BIOSCIENCES INC. 2023 STOCK OPTION AND INCENTIVE PLANIncentive Stock Option Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
Pursuant to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Sagimet Biosciences Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Series A Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SAGIMET BIOSCIENCES Inc. 2023 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
Pursuant to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Sagimet Biosciences Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Series A Common Stock, par value $0.0001 per share (the “Stock”), of the Company.
AMENDED AND RESTATED NOMINATING AGREEMENTNominating Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED NOMINATING AGREEMENT (this “Agreement”), dated as of April 15, 2021, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), Baker Brothers Life Sciences, L.P. (“BBLS”) and 667, L.P. (“667,” together with BBLS, the “Investor”).
AMENDED AND RESTATED NOMINATING AGREEMENTNominating Agreement • March 24th, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED NOMINATING AGREEMENT (this “Agreement”), dated as of April 15, 2021, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), Baker Brothers Life Sciences, L.P. (“BBLS”) and 667, L.P. (“667,” together with BBLS, the “Investor”).
