PUMA BIOTECHNOLOGY, INC. (a Delaware corporation) 3,750,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2016 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2012 • Puma Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20__ by and between Puma Biotechnology, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2019 • Puma Biotechnology, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 28, 2019 (the “Effective Date”) by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time (including Oxford in its capacity as a Lender) (each a “Lender” and collectively, the “Lenders”), and PUMA BIOTECHNOLOGY, INC., a Delaware corporation with offices located at 10880 Wilshire Blvd., Ste. 2150, Los Angeles, CA 90024 (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of October 31, 2017 by and among Oxford, in its capacity as a Lender, SILICON VALLEY BANK (“SVB”), in its capacity as Collateral Agent, Administrative Agent,
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • November 4th, 2021 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
Puma Biotechnology, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).
OFFICE LEASEOffice Lease • December 13th, 2011 • Puma Biotechnology, Inc. • Pharmaceutical preparations • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-10880 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and PUMA BIOTECHNOLOGY, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit G (Asbestos Notification); Exhibit H (Outline and Location of Temporary Space); and Exhibit I (Form of Letter of Credit).
OFFICE LEASE BY AND BETWEEN DWF III GATEWAY, LLC, A Delaware limited liability company, As Landlord And PUMA BIOTECHNOLOGY, INC., A Delaware corporation, as Tenant For Leased Premises at Suite 275Office Lease • June 13th, 2012 • Puma Biotechnology, Inc. • Pharmaceutical preparations • Delaware
THIS OFFICE LEASE (“Lease”) is entered and dated for reference purposes only as May 16, 2012 (the “Lease Reference Date”), by and between “Landlord” and “Tenant” (as such terms are defined below).
PUMA BIOTECHNOLOGY, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • March 29th, 2012 • Puma Biotechnology, Inc. • Pharmaceutical preparations • Delaware
Puma Biotechnology, Inc., a Delaware corporation (the “Company”), pursuant to its 2011 Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of the common stock of the Company (“Shares”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
NOTE PURCHASE AGREEMENT Dated as of July 23, 2021 among PUMA BIOTECHNOLOGY, INC. as the Issuer, CERTAIN SUBSIDIARIES OF THE ISSUER, as the Guarantors, ATHYRIUM OPPORTUNITIES IV CO-INVEST 1 LP as the Administrative Agent and THE PURCHASERS FROM TIME TO...Note Purchase Agreement • November 4th, 2021 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
This NOTE PURCHASE AGREEMENT is entered into as of July 23, 2021 among PUMA BIOTECHNOLOGY, INC., a Delaware corporation (the “Issuer”), the Guarantors (defined herein), the Purchasers (defined herein) and ATHYRIUM OPPORTUNITIES IV CO-INVEST 1 LP, as the Administrative Agent.
AGREEMENT AND PLAN OF MERGER by and among Puma Biotechnology, Inc. Innovative Acquisitions Corp. and IAC Merger Corporation September 29, 2011Agreement and Plan of Merger • October 4th, 2011 • Innovative Acquisitions Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of September 29, 2011, by and among Puma Biotechnology, Inc., a Delaware corporation (the “Company”), Innovative Acquisitions Corp., a Delaware corporation (“Parent”), and IAC Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
FIRST AMENDMENT TO LEASELease • May 23rd, 2014 • Puma Biotechnology, Inc. • Pharmaceutical preparations • California
Exhibit D is intended only to show the general layout of the Temporary Space. The depiction of interior windows, cubicles, modules, furniture and equipment in this Exhibit is for illustrative purposes only, but does not mean that such items exist. Landlord is not required to provide, install or construct any such items. It does not in any way supersede any of Landlord’s rights set forth in the Lease with respect to arrangements and/or locations of public parts of the Building. It is not to be scaled; any measurements or distances shown should be taken as approximate. The inclusion of elevators, stairways electrical and mechanical closets, and other similar facilities for the benefit of occupants of the Building does not mean such items are part of the Temporary Space.
PUMA BIOTECHNOLOGY, INC. SUBSCRIPTION AGREEMENTRegistration Rights Agreement • November 23rd, 2011 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
The undersigned investor (the “Investor”) hereby confirms its agreement with Puma Biotechnology, Inc., a Delaware corporation (the “Company”), as follows:
LICENSE AGREEMENTLicense Agreement • December 16th, 2011 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is entered into as of the 18th day of August, 2011 (the “Execution Date”), by and between Puma Biotechnology, Inc., a corporation organized and existing under the laws of Delaware with offices at 10940 Wilshire Blvd, Suite 600, Los Angeles, CA 90024 (“LICENSEE”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, NY 10017 (“PFIZER”), on its own behalf and on behalf of its Affiliates. LICENSEE and PFIZER may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
Re: Amendment to Stock Option Grant Notice and Stock Option AgreementStock Option Agreement • November 9th, 2016 • Puma Biotechnology, Inc. • Pharmaceutical preparations
This letter of amendment (“Letter of Amendment”) is intended to notify you that the Compensation Committee of the Board of Directors of the Company has approved an amendment to the Stock Option Agreement to extend the period during which you may exercise the Stock Option. Section 3.3(c) of the Stock Option Agreement is amended to read as follows:
LICENSE AGREEMENT by and between Puma Biotechnology, Inc. and Knight Therapeutics Inc. DATE: January 9, 2019License Agreement • March 1st, 2019 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “License Agreement”), effective January 9, 2019, by and between PUMA BIOTECHNOLOGY, INC., a corporation formed under the laws of Delaware (“Licensor”) and KNIGHT THERAPEUTICS INC., a corporation incorporated under the laws of Canada (“Knight”).
LIMITED WAIVER AND FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 3rd, 2023 • Puma Biotechnology, Inc. • Pharmaceutical preparations
This LIMITED WAIVER AND FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of July 7, 2023, is entered into by and among PUMA BIOTECHNOLOGY, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto, the Purchasers party hereto and ATHYRIUM OPPORTUNITIES IV CO-INVEST 1 LP, as the Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement (as defined below).
PUMA BIOTECHNOLOGY, INC. AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCKPuma Biotechnology, Inc. • June 17th, 2021 • Pharmaceutical preparations
THIS AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Amendment”) is made as of April 1, 2021 (the “Effective Date”), by and between Puma Biotechnology, Inc. (the “Company”) and Alan H. Auerbach (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant (as defined below).
PUMA BIOTECHNOLOGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2011 • Puma Biotechnology, Inc. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 4, 2011, by and among Puma Biotechnology, Inc., a Delaware corporation (the “Company”), each person listed on Exhibit A attached hereto (collectively, the “Investors” and each individually, an “Investor”), and Innovative Acquisitions Corp., a Delaware corporation (“IAC”), but only for purposes of assuming all of the Company’s rights, duties and obligations hereunder pursuant to Section 8. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 9(q) herein.
THIRD AMENDMENT TO amended and restated LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2020 • Puma Biotechnology, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of August 5, 2020, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time (including Oxford in its capacity as a Lender) (each a “Lender” and collectively, the “Lenders”), and PUMA BIOTECHNOLOGY, INC., a Delaware corporation with offices located at 10880 Wilshire Blvd., Ste. 2150, Los Angeles, CA 90024 (“Borrower”).
EMPLOYMENT AGREEMENTRelease Agreement • January 24th, 2012 • Puma Biotechnology, Inc. • Pharmaceutical preparations • California
This AGREEMENT (the “Agreement”) is made this 19th day of January, 2012 (the “Execution Date”), by and between PUMA BIOTECHNOLOGY, INC., a Delaware corporation with principal executive offices at 10880 Wilshire Boulevard, Suite 2150, Los Angeles, California (the “Company”), and ALAN H. AUERBACH (the “Executive”).
FIRST AMENDMENT TO NOTE DOCUMENTSPuma Biotechnology, Inc. • March 3rd, 2022 • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO NOTE DOCUMENTS (the “Agreement”) dated as of February 8, 2022 is entered into by and among PUMA BIOTECHNOLOGY, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto, the Purchasers party hereto and ATHYRIUM OPPORTUNITIES IV CO-INVEST 1 LP, as the Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement (as defined below).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2018 • Puma Biotechnology, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of October 31, 2017 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), as administrative and collateral agent (in such capacities, “Administrative Agent” and “Collateral Agent”, respectively), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SVB in its capacity as a Lender and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”) (each a “Lender” and collectively, the “Lenders”), and PUMA BIOTECHNOLOGY, INC., a Delaware corporation with offices located at 10880 Wilshire Blvd., Ste. 2150, Los Angeles, CA 90024 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower
TERMINATION AGREEMENTTermination Agreement • May 6th, 2021 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
This TERMINATION AGREEMENT (this “Agreement”) is made and entered into effective as of February 24, 2021 (the “Effective Date”), by and between CANbridge BIOMED Limited, a corporation organized and existing under the laws of Hong Kong (“CANbridge”), and PUMA Biotechnology, Inc., a corporation organized and existing under the laws of Delaware, USA (“PUMA”), in the presence of Pierre Fabre Medicament SAS, a company duly organized and existing under the laws of France, having offices and principal place of business at 45 Place Abel Gance, 92100 Boulogne, France (“PFM”). CANbridge and PUMA are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2011 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 (this “Amendment”) to that certain Registration Rights Agreement, dated as of October 4, 2011 (the “Registration Rights Agreement”), by and among Puma Biotechnology, Inc., a Delaware corporation (the “Corporation”), Innovative Acquisitions Corp., a Delaware corporation (“IAC”), and the persons listed on Exhibit A attached thereto (the “Investors”), is made and entered into as of November 18, 2011. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Registration Rights Agreement.
THIRD AMENDMENTPuma Biotechnology, Inc. • March 2nd, 2015 • Pharmaceutical preparations
THIS THIRD AMENDMENT (this "Amendment") is made and entered into as of March 18, 2014, by and between CA-10880 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and PUMA BIOTECHNOLOGY, INC., a Delaware corporation ("Tenant").
SECOND AMENDMENTSecond Amendment • March 3rd, 2014 • Puma Biotechnology, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT (this “Amendment”) is made and entered into as of DECEMBER 3, 2013, by and between CA-10880 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and PUMA BIOTECHNOLOGY, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND SECOND AMENDMENT TO DISCLOSURE LETTERNote Purchase Agreement • March 2nd, 2023 • Puma Biotechnology, Inc. • Pharmaceutical preparations
This FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND SECOND AMENDMENT TO DISCLOSURE LETTER (the “Agreement”) dated as of November 29, 2022 is entered into by and among PUMA BIOTECHNOLOGY, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto, the Purchasers party hereto and ATHYRIUM OPPORTUNITIES IV CO-INVEST 1 LP, as the Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement (as defined below).
PUMA BIOTECHNOLOGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2011 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 4, 2011, by and among Puma Biotechnology, Inc., a Delaware corporation (the “Company”), each person listed on Exhibit A attached hereto (collectively, the “Investors” and each individually, an “Investor”), and Innovative Acquisitions Corp., a Delaware corporation (“IAC”), but only for purposes of assuming all of the Company’s rights, duties and obligations hereunder pursuant to Section 8. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 9(q) herein.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 3rd, 2022 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of September [●], 2022 (the “Effective Date”) by and between MILLENNIUM PHARMACEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware and wholly owned subsidiary of Takeda Pharmaceutical Company Limited (“Takeda”), and PUMA BIOTECHNOLOGY, INC., a corporation incorporated under the laws of the State of Delaware (“Puma”). Puma and Takeda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 2nd, 2023 • Puma Biotechnology, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (the “Agreement”) dated as of May 18, 2022 is entered into by and among PUMA BIOTECHNOLOGY, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto, the Purchasers party hereto and ATHYRIUM OPPORTUNITIES IV CO-INVEST 1 LP, as the Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement (as defined below).
Amendment No.1 to the License AgreementLicense Agreement • August 9th, 2018 • Puma Biotechnology, Inc. • Pharmaceutical preparations
PUMA Biotechnology, Inc., a company incorporated in Delaware, United States of America, with its principal place of business at 10880 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024 ("PUMA");
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2011 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated this 4th day of October, 2011, is entered into by and among Puma Biotechnology, Inc., a Delaware corporation (the “Corporation”), the persons listed on Schedule I attached hereto (the “Investors,” and each individually, an “Investor”), and Innovative Acquisitions Corp., a Delaware corporation (“IAC”), but only for purposes of assuming all of the Corporation’s rights, duties and obligations hereunder pursuant to Section 11.
Amendment No. 1 to License Agreement between Puma Biotechnology, Inc. and Pfizer Inc.License Agreement • November 10th, 2014 • Puma Biotechnology, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT (the “Amendment”), is entered into and made effective as of July 18, 2014 (the “Amendment Effective Date”), by and between Puma Biotechnology, Inc., a corporation organized and existing under the laws of Delaware with offices at 10880 Wilshire Blvd, Suite 2150, Los Angeles, CA 90024 (“LICENSEE”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware and having offices at 235 East 42nd Street, New York, NY 10017 (“PFIZER”). LICENSEE and PFIZER may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties.”
INDEMNITY AGREEMENTIndemnity Agreement • October 4th, 2011 • Innovative Acquisitions Corp • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of September 29, 2011, is entered into by and among Innovative Acquisitions Corp., a Delaware corporation (“IAC”), Puma Biotechnology, Inc., a Delaware corporation (“Puma” and together with IAC, the “Companies”), Robert Johnson, Kapil Munjal and Faraaz Siddiqi (together with Robert Johnson and Kapil Munjal, “Indemnitees”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2011 • Puma Biotechnology, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated this 4th day of October, 2011, is entered into by and among Puma Biotechnology, Inc., a Delaware corporation (the “Corporation”), the persons listed on Schedule I attached hereto (the “Investors,” and each individually, an “Investor”), and Innovative Acquisitions Corp., a Delaware corporation (“IAC”), but only for purposes of assuming all of the Corporation’s rights, duties and obligations hereunder pursuant to Section 11.
THIRD AMENDMENT TO LEASEThird amendment • November 9th, 2015 • Puma Biotechnology, Inc. • Pharmaceutical preparations
