VENTRUS BIOSCIENCES, INC. (a Delaware corporation) 4,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2011 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
ASSEMBLY BIOSCIENCES, INC. 4,000,000 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 16th, 2018 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York
Assembly Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 600,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Assembly Biosciences, Inc. Up to $75,000,000 of Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 29th, 2017 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York
Assembly Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
COMMON STOCK PURCHASE WARRANT ASSEMBLY BIOSCIENCES, INC.Common Stock Purchase Warrant • June 18th, 2024 • Assembly Biosciences, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Gilead Sciences, Inc. 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 18, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Assembly Biosciences, Inc., a Delaware corporation (the “Company”), up to 179,500 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). 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).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 7th, 2024 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York
Assembly Biosciences, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2015 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 1st, 2014 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York
UNDERWRITING AGREEMENT Among VENTRUS BIOSCIENCES, INC. and RODMAN & RENSHAW, LLC and NATIONAL SECURITIES CORPORATION as RepresentativesUnderwriting Agreement • December 6th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
The undersigned, Ventrus Biosciences, Inc., a company formed under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC and National Securities Corporation (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:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2019 • Assembly Biosciences, Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into on October 10, 2018 (the “Effective Date“), by and between Assembly Biosciences, Inc., a Delaware corporation with principal executive offices at 11711 N. Meridian Street, Suite 310, Carmel, IN 46032 (the “Company”), and Jackie Papkoff, Ph.D. (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2024 • Assembly Biosciences, Inc. • Pharmaceutical preparations
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of November 8, 2023 (the “Execution Date”) with an effective date as of the first date of employment which is anticipated to be November 8, 2023 (the “Effective Date“), by and between Assembly Biosciences, Inc., a Delaware corporation with principal executive offices at 331 Oyster Point Blvd., South San Francisco, CA 94080 (the “Company”), and Anuj Gaggar, M.D., Ph.D. (the “Executive”).
VENTRUS BIOSCIENCES, INC. COMMON STOCK WARRANTWarrant Agreement • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 18th, 2024 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2024, between Assembly Biosciences, Inc., a Delaware corporation (the “Company”), and Gilead Sciences, Inc. (including its successors and assigns, the “Purchaser”).
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. ASSEMBLY BIOSCIENCES,...Investor Rights Agreement • October 17th, 2023 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York
This Investor Rights Agreement (this “Agreement”) is made as of October 15, 2023 (the “Effective Date”), by and between Assembly Biosciences, Inc., a Delaware corporation (the “Company”) and Gilead Sciences, Inc., a Delaware corporation (“Gilead”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2023 • Assembly Biosciences, Inc. • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of December 12, 2022 (the “Execution Date”), with an effective date as of January 1, 2023 (the “Effective Date”), by and between Assembly Biosciences, Inc., a Delaware corporation with principal executive offices at 331 Oyster Point Blvd., Fourth Floor, South San Francisco, CA 94080 (the “Company”), and Jason A. Okazaki (the “Executive”).
Form of Underwriters’ Warrant AgreementUnderwriters’ Warrant Agreement • December 6th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
THIS WARRANT IS NOT EXERCISABLE PRIOR TO ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS].
ContractConvertible Note • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2011 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the Commencement Date (defined below) by and between Ventrus BioSciences, Inc., a Delaware corporation with principal executive offices at 99 Hudson Street, 5th Floor, New York, NY 10013 (the “Company”), and Thomas Rowland residing at 2090 Avery Way, Castle Rock, Colorado 80109 (the “Executive”) and supersedes any prior employment or consulting agreement between the parties.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • July 20th, 2010 • Ventrus Biosciences Inc • New York
THIS AMENDED AND RESTATED CONSULTING AGREEMENT, dated as of July 19, 2010 (this "Agreement"), is by and between Russell H. Ellison ("Consultant"), and Ventrus BioSciences, Inc., with principal executive offices at 787 7th Avenue, 48th Floor, New York, NY 10019 ("Company") and supersedes the prior Consulting Agreement among the parties hereto dated June 2010.
NON-QUALIFIED STOCK OPTION AGREEMENT ASSEMBLY PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • March 23rd, 2017 • Assembly Biosciences, Inc. • Pharmaceutical preparations • Indiana
This Non-Qualified Stock Option Agreement (this “Agreement”) is entered into by and between the Optionee named above and Assembly Pharmaceuticals, Inc. (the “Company”). Pursuant to this Agreement, the Company hereby grants to the Optionee, who is an officer, employee, director, or consultant of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock (“Common Stock”) of the Company indicated above (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Agreement. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). This Agreement is intended to constitute a compensatory benefit plan for purposes of Rule 701 of the Securities Act.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 1st, 2014 • Assembly Biosciences, Inc. • Pharmaceutical preparations
This Subscription Agreement (this “Subscription”) is dated October 1, 2014, by and between the investor identified on the signature page hereto (the “Investor”) and Assembly Biosciences, Inc., a company incorporated and registered in the State of Delaware (the “Company”), whereby the parties agree as follows:
FUTURE ADVANCE PROMISSORY NOTEFuture Advance Promissory Note • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
For value received, the undersigned, VENTRUS BIOSCIENCES, INC., a Delaware corporation (the “Borrower”), having an address of 787 Seventh Avenue, New York, NY 10019, hereby promises to pay to the order of __________________________, or its permitted assigns (the “Holder”), having an address of 787 Seventh Avenue, New York, NY 10019, at such place as the Holder may from time to time designate in writing, in lawful currency of the United States of America, an amount equal to the sum of all loans made by the Holder to the Borrower pursuant to Section 2 hereof in immediately available funds, together with interest at the rate provided below, subject to the terms and conditions hereof.
EXCLUSIVE LICENSE AGREEMENT betweenExclusive License Agreement • November 16th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • England
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2020 • Assembly Biosciences, Inc. • Pharmaceutical preparations • California
WHEREAS, the Company and Executive have entered into the Employment Agreement dated as of October 22, 2019 and effective as of November 6, 2019 (the “Existing Agreement”).
FIRST AMENDMENT TO STOCK OPTION GRANTStock Option Grant • March 8th, 2018 • Assembly Biosciences, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO STOCK OPTION Grant (the “Amendment”) is dated effective as of November 1, 2017 and is entered into by and among Assembly Biosciences, Inc., a Delaware corporation (“Company”) and Miguel S. Barbosa, Ph.D. ("Optionee"). Capitalized terms used in this Amendment that are not defined shall have the meaning assigned to such term in the that certain Stock Option Grant No. 2016-60 dated September 26, 2016 (the “Stock Option”). This Amendment is being entered into by the parties pursuant to that certain Transition and Resignation Agreement dated October 30, 2017 (the “Resignation Agreement”) and is Exhibit B to such Resignation Agreement.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • March 31st, 2014 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), effective as of 8th November 2013 (the “Effective Date”), is by and between Ventrus Biosciences, Inc., a Delaware corporation (“Ventrus”) and THERABIOME, LLC, a Delaware limited liability company (“Licensor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit A (Definitions) attached hereto.
CONSULTING AGREEMENTConsulting Agreement • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
THIS CONSULTING AGREEMENT, dated as of May 11, 2010 (this "Agreement"), is by and between Ventrus Biosciences, Inc., a Delaware corporation (the “Company”), and Timothy Hofer ("Consultant").
Re: General Release of Claims AgreementGeneral Release of Claims Agreement • August 8th, 2018 • Assembly Biosciences, Inc. • Pharmaceutical preparations • Indiana
This letter (this “Agreement”) provides notice to you that effective today, May 31, 2018 (the “Separation Date”), your employment with Assembly Biosciences, Inc. (the “Company”) is being terminated without Cause pursuant to Section 9(e) of that certain Employment Agreement by and between you and the Company entered into as of January 15, 2014, with an effective date of December 22, 2013 (the “Employment Agreement”). Each capitalized term used herein and not otherwise defined shall have the meaning assigned to such term in the Employment Agreement. The Company thanks you for your contributions and wishes you well in your future endeavors.
ASSEMBLY BIOSCIENCES, INC. and Allergan Pharmaceuticals INTERNATIONAL LIMITED RESEARCH, DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENTResearch, Development, Collaboration and License Agreement • May 8th, 2017 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York
[* * *] The confidential content of this Exhibit 10.1 has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2011 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
WHEREAS, the Company and Executive have entered into that certain Employment Agreement, dated as of November 11, 2010 (the “Employment Agreement”);
CONSULTING AGREEMENTConsulting Agreement • August 8th, 2018 • Assembly Biosciences, Inc. • Pharmaceutical preparations • Indiana
This CONSULTING AGREEMENT (this “Consulting Agreement”) is executed as of May 31, 2018 to be effective as of June 1, 2018 (the “Effective Date”), by and between Assembly Biosciences, Inc., a Delaware corporation with its principal place of business at 11711 N. Meridian Street, Suite 301, Carmel, IN 46032 (the “Company”), and David J. Barrett residing at 3290 Creamery Rd., New Hope, PA 18938-5630 (the “Consultant”). This Consulting Agreement is being entered into by the parties pursuant to that certain Separation Agreement dated May 31, 2018 (the “Separation Agreement”) and is Exhibit A to such Separation Agreement.
Portions of this exhibit marked [*] are requested to be treated confidentially. EXCLUSIVE LICENSE AGREEMENT OF SEPTEMBER 3, 2013 between INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION and ASSEMBLY PHARMACEUTICALS, INC.Exclusive License Agreement • November 17th, 2014 • Assembly Biosciences, Inc. • Pharmaceutical preparations • Indiana
Introduction: This exclusive license agreement (the “Agreement”) is made and entered into as of September 3, 2013 (the “Effective Date”) by and between:
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2024 • Assembly Biosciences, Inc. • Pharmaceutical preparations
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of February 1, 2022 (the “Execution Date”) with an effective date February 10, 2022 (the “Effective Date“), by and between Assembly Biosciences, Inc., a Delaware corporation with principal executive offices at 331 Oyster Point Blvd., Fourth Floor, South San Francisco, CA 94080 (the “Company”), and Nicole S. White, Ph.D. (the “Employee”).
ContractWarrant Agreement • July 20th, 2010 • Ventrus Biosciences Inc • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. ASSEMBLY BIOSCIENCES,...Common Stock Purchase Agreement • October 17th, 2023 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of October 15, 2023, by and between Assembly Biosciences, Inc., a Delaware corporation (the “Company”), and Gilead Sciences, Inc., a Delaware corporation (“Gilead”).
CONSULTING AGREEMENTConsulting Agreement • March 8th, 2018 • Assembly Biosciences, Inc. • Pharmaceutical preparations • Indiana
This CONSULTING AGREEMENT (this “Consulting Agreement”) is executed as of October 30, 2017 to be effective as of November 1, 2017 (the “Effective Date”), by and between Assembly Biosciences, Inc., a Delaware corporation with its principal place of business at 11711 N. Meridian Street, Suite 301, Carmel, IN 46032 (the “Company”) and Miguel S. Barbosa, Ph.D. (the “Consultant”). This Consulting Agreement is being entered into by the parties pursuant to that certain Transition and Resignation Agreement dated October 30, 2017 (the “Resignation Agreement”) and is Exhibit A to such Resignation Agreement.
