CALITHERA BIOSCIENCES, INC. FORM OF LONG-TERM COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 31st, 2022 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Calithera Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered h
INDEMNITY AGREEMENTIndemnification Agreement • September 19th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 20 , between Calithera Biosciences, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CALITHERA BIOSCIENCES, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • August 10th, 2020 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between CALITHERA BIOSCIENCES, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
CALITHERA BIOSCIENCES, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • August 10th, 2020 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between CALITHERA BIOSCIENCES, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • August 10th, 2020 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
CALITHERA BIOSCIENCES, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • August 10th, 2020 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between CALITHERA BIOSCIENCES, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
CALITHERA BIOSCIENCES, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 8th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
Calithera Biosciences, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
CALITHERA BIOSCIENCES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of , 2022Warrant Agency Agreement • March 31st, 2022 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of , 2022 (“Agreement”), between Calithera Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
LEASE AGREEMENTLease Agreement • August 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 14th day of February, 2013, between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
Calithera Biosciences, Inc. 6,830,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • March 22nd, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
Calithera Biosciences, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 6,830,000 shares of common stock, $ 0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,024,500 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriters shall mean either the singular or plural as the context requires. Certain terms use
CALITHERA BIOSCIENCES, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • August 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Calithera Biosciences, Inc. (the “Company”) has granted you an option under its 2010 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Calithera Biosciences, Inc. 12,500,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • June 19th, 2019 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
Calithera Biosciences, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 12,500,000 shares of common stock, $0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,875,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms
Calithera Biosciences, Inc. [ ] Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • September 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
Calithera Biosciences, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $ 0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context r
CALITHERA BIOSCIENCES INC. CHRISTOPHER MOLINEAUX EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • California
This Agreement is entered into as of April 8, 2013 (the “Effective Date”) by and between Calithera Biosciences Inc. (the “Company”) and Christopher Molineaux, Ph.D. (“Executive”).
Re: Letter Agreement Regarding Severance Benefits and Accelerated Vesting of Equity Awards.Severance Agreement • March 16th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations
On behalf of Calithera Biosciences, Inc. (the “Company”), I am pleased to confirm that your employment with the Company and the terms of any outstanding equity awards granted to you by the Company (the “Equity Awards”) are subject to the following additional terms set forth below, such additional terms hereby amending and restating all provisions of, rights granted and covenants made in any prior agreement between you and the Company relating to the subject matter herein.
Calithera Biosciences, Inc. 5,000,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • April 16th, 2020 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • May 9th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Third Amendment”) is made as of February 28, 2017, by and between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • May 6th, 2021 • Calithera Biosciences, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Fourth Amendment”) is made as effective as of January 1, 2021 (the “Surrender Date”), and dated as of March 8, 2021, by and between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • July 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations
FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as of October 30 2013, by and between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
CALITHERA BIOSCIENCES, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 7th day of October, 2013, by and among CALITHERA BIOSCIENCES, INC., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • May 10th, 2016 • Calithera Biosciences, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made as of February 23, 2016, by and between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 27th, 2015 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (the “Agreement”) is made and entered into effective as of December 9, 2014 (the “Effective Date”), by and between
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amendment to the Asset Purchase AgreementAsset Purchase Agreement • August 16th, 2022 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
This Amendment to the Asset Purchase Agreement (the “Amendment”) is made and entered into as of May 23, 2022 (the “Amendment Effective Date”), between Millennium Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Calithera Biosciences, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • October 19th, 2021 • Calithera Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of October 18, 2021 by and between Calithera Biosciences Inc., a Delaware corporation (the “Company”), and Millennium Pharmaceuticals, Inc., a Delaware corporation (the “Investor”).
STOCK PURCHASE AGREEMENT By and Between INCYTE CORPORATION and CALITHERA BIOSCIENCES, INC. Dated as of January 27, 2017Stock Purchase Agreement • January 30th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of January 27, 2017 (the “Signing Date”), by and between Calithera Biosciences, Inc., a Delaware corporation (the “Company”), and Incyte Corporation, a Delaware corporation (the “Purchaser”).
Calithera Biosciences, Inc. 18,518,519 Shares of Common Stock Short-Term Common Warrants to Purchase 18,518,519 Shares of Common Stock Long-Term Common Warrants to Purchase 18,518,519 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 31st, 2022 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
Re:Separation AgreementSeparation Agreement • March 16th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Calithera Biosciences, Inc. (the “Company”) is offering to you to aid in your employment transition.
LICENSE AND RESEARCH AGREEMENT BY AND BETWEEN CALITHERA BIOSCIENCES INC. AND HIGH POINT PHARMACEUTICALS, LLC TRANSTECH PHARMA LLC DATED AS OF MARCH 5, 2015License and Research Agreement • May 11th, 2015 • Calithera Biosciences, Inc. • Pharmaceutical preparations • Delaware
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 9th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of January 27, 2017 (the “Execution Date”), by and between Incyte Corporation, a Delaware corporation, having an office at 1801 Augustine Cut-off, Wilmington, DE 19803 (“Incyte”), and Calithera Biosciences, Inc., a Delaware corporation, having an office at 343 Oyster Point Blvd #200, South San Francisco, CA 94080 (“Calithera”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSET PURCHASE AGREEMENT between...Asset Purchase Agreement • November 9th, 2021 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of October 18, 2021, between Millennium Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Calithera Biosciences, Inc., a Delaware corporation (“Buyer”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CALITHERA BIOSCIENCES INC. SUSAN MOLINEAUX EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • California
This Agreement is entered into as of June 1, 2010 (the “Effective Date”) by and between Calithera Biosciences Inc. (the “Company”) and Susan Molineaux (“Executive”).
