INDENTUREIndenture • October 14th, 2020 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of , 20 , among Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2016 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•] between Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and the person whose name appears on the signature page hereto (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2019 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 10, 2019, is entered into by and between LEAP THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Purchase Agreement by and between the parties hereto, dated as of the date hereof and further described in the first recital below (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PURCHASE AGREEMENTPurchase Agreement • July 11th, 2019 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of July 10, 2019, by and between LEAP THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
DISTRIBUTION AGREEMENTDistribution Agreement • September 7th, 2018 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
Leap Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement with Raymond James & Associates, Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you,” the “Agent” or “Raymond James”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of common stock, $0.001 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $30,000,000 (the “Maximum Amount”), subject to the limitations set forth in Section 2(h) hereof, on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2020 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of January 3, 2020, by and between Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
MACROCURE SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • November 2nd, 2016 • Leap Therapeutics, Inc. • Pharmaceutical preparations
THIS VOTING AGREEMENT (“Agreement”), dated as of August 29, 2016, is made by and among Leap Therapeutics, Inc., a Delaware corporation (“Leap”), and the undersigned holder (“Shareholder”) of ordinary shares (the “Shares”) and/or options, warrants or other securities of Macrocure, Ltd., a company formed under the laws of the State of Israel and registered under No. 51408376-5 with the Israeli Registrar of Companies (“M-CO”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 7th, 2020 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
LEASE BY AND BETWEEN BULFINCH SQUARE LIMITED PARTNERSHIP LANDLORD AND HEALTHCARE VENTURES LLC TENANT 43-47 Thorndike Street Cambridge, MassachusettsLease Agreement • March 31st, 2017 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2023 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Employment Agreement (“Agreement”) is made and entered into as of this 10th day of August, 2020 (the “Effective Date”), by and between Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and Jason S. Baum (hereinafter, the “Executive”).
ContractWarrant Agreement • November 17th, 2017 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE UNDERLYING SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
LEAP SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • November 2nd, 2016 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of August 29, 2016, is made by and among Macrocure Ltd., a company formed under the laws of the State of Israel and registered under No. 51-408376-5 with the Israeli Registrar of Companies (“M-CO”), and the undersigned holder (“Shareholder”) of shares of capital stock (the “Shares”) of Leap Therapeutics, Inc., a Delaware corporation (“Leap”).
22,828,072 Shares of Common Stock Pre-Funded Warrants to Purchase 8,771,928 Shares of Common Stock Leap Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2021 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
Leap Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 22,828,072 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company, and pre-funded warrants to purchase up to an aggregate of 8,771,928 shares of Common Stock in the form attached hereto as Exhibit A (the “Warrants”). The Company has also granted to the several Underwriters an option to purchase up to 4,740,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and the Warrants are herein referred to as the “Firm Securities.” The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Shares.” The Shares and the Warrants are herein referred to as the “Securities.” The shares of Common Stock issuabl
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2020 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 3, 2020, by and among Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LEASE BY AND BETWEEN BULFINCH SQUARE LIMITED PARTNERSHIP LANDLORD AND LEAP THERAPEUTICS, INC. TENANTLease Agreement • November 19th, 2018 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 26th, 2016 • Leap Therapeutics, Inc. • Massachusetts
This Executive Employment Agreement (“Agreement”) is made and entered into as of this 29th day of August, 2016, by and between Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and Douglas Onsi (hereinafter, the “Executive”).
ROYALTY AGREEMENT BETWEEN LEAP THERAPEUTICS, INC. AND LEAP SHAREHOLDER ROYALTY VEHICLE, LLCRoyalty Agreement • January 26th, 2017 • Leap Therapeutics, Inc. • Pharmaceutical preparations
THIS ROYALTY AGREEMENT (this “Agreement”) is entered into as of January 23, 2017 (the “Effective Date”), by and between Leap Therapeutics, Inc., a Delaware corporation (“Company” or “Leap”), and Leap Shareholder Royalty Vehicle, LLC, a Delaware limited liability company (“Leap SRV”). Company and Leap SRV are sometimes referred to herein individually as a “Party” and collectively as “Parties.”
PURCHASE AGREEMENTPurchase Agreement • July 11th, 2019 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of July 11, 2019, by and between LEAP THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
LICENSE AGREEMENT BETWEEN ELI LILLY AND COMPANY AND DEKKUN CORPORATION EFFECTIVE AS OF JANUARY 3, 2011License Agreement • November 2nd, 2016 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
As of the Effective Date, Lilly is conducting certain ongoing development activities with respect to Compound. Lilly will use Diligence to complete such activities in accordance with the following:
LEAP THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2018 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
Leap Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 1,866,667 shares of its Common Stock, par value $0.001 per share (the “Common Stock”). The aggregate of 1,866,667 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 280,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. and Ladenburg Thalmann & Co. Inc. are acting as the representatives of the several Underwriters and in such capacity is referred to in this Agreement as the “Representatives.”
ContractWarrant Agreement • January 7th, 2020 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE UNDERLYING SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2017 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated this 23rd day of January, 2017 (this “Agreement”), is entered into by and among Leap Therapeutics Inc., a Delaware corporation, f/k/a Dekkun Corporation and HealthCare Pharmaceuticals, Inc. (the “Corporation”), and (i) those holders of Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) listed on Schedule 1 hereto (collectively, the “Original Holders” and, each individually, an “Original Holder”) and (ii) those holders of Common Stock who become party to this Agreement pursuant to Section 10 hereof (collectively, the “Additional Holders” and, each individually, an “Additional Holder”). Collectively, the Original Holders and the Additional Holders shall be referred to herein collectively as the “Holders”, and each individually shall be referred to as a “Holder”).
VOTING AGREEMENTVoting Agreement • November 17th, 2017 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT is made as of November 14, 2017 (the “Agreement”), by and among Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and each of HealthCare Ventures VIII, L.P., HealthCare Ventures IX, L.P., and HealthCare Ventures Strategic Fund, L.P. (each, a “Stockholder”, and collectively, the “Stockholders”). Capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in the Purchase Agreements (as defined below).
LICENCE AGREEMENT between LONZA SALES AG and HEALTHCARE PHARMACEUTICALS, INC.Licence Agreement • November 2nd, 2016 • Leap Therapeutics, Inc. • Pharmaceutical preparations
LONZA SALES AG incorporated and registered in Switzerland whose registered office is at Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland (hereinafter referred to as “Lonza”), and
PURCHASE AGREEMENTPurchase Agreement • November 17th, 2017 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT is made as of November 14, 2017 by and between Leap Therapeutics, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 47 Thorndike Street, Suite B1-1, Cambridge, Massachusetts 02141, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2023 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Second Amendment (the “Amendment”) to Executive Employment Agreement is made and entered into as of this 3rd day of April, 2023 (the “Amendment Date”), by and between Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and John Mark O’Mahony (hereinafter, the “Executive”).
20,250,000 Shares of Common Stock Pre-Funded Warrants to Purchase 2,250,000 Shares of Common Stock Leap Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 18th, 2020 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
Leap Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,250,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company, and pre-funded warrants to purchase up to an aggregate of 2,250,000 shares of Common Stock in the form attached hereto as Exhibit A (the “Warrants”). The Company has also granted to the several Underwriters an option to purchase up to 3,375,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and the Warrants are herein referred to as the “Firm Securities.” The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Shares.” The Shares and the Warrants are herein referred to as the “Securities.” The shares of Common Stock issuabl
SUPPORT AGREEMENTSupport Agreement • January 23rd, 2023 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of January 17, 2023, is made by and among Leap Therapeutics, Inc., a Delaware corporation (“Leap”), and HCV VIII Liquidating Trust (“Stockholder”).
AGREEMENT AND PLAN OF MERGER among: LEAP THERAPEUTICS, INC., a Delaware corporation; FIRE MERGER SUB, INC., a Delaware corporation; FLAME BIOSCIENCES LLC, a Delaware limited liability company; FLAME BIOSCIENCES, INC., a Delaware corporation, and...Agreement and Plan of Merger • January 23rd, 2023 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 17, 2023, by and among LEAP THERAPEUTICS, INC., a Delaware corporation (“Parent”), FIRE MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), FLAME BIOSCIENCES LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), FLAME BIOSCIENCES, INC., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Company Stockholders and the Assumed Company Warrant Stockholders (the “Stockholder Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXCLUSIVE OPTION AND LICENSE AGREEMENTExclusive Option and License Agreement • May 14th, 2020 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
This Exclusive Option and License Agreement (this “Agreement”) is made as of January 3, 2020 (the “Effective Date”), by and between Leap Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“Leap”), having a place of business at 47 Thorndike Street, Suite B1-1, Cambridge, MA 02141 USA, and BeiGene, Ltd., a Cayman Island exempted company incorporated with limited liability (“BeiGene”), having a place of business at c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands. Leap and BeiGene are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO LEASELease • August 12th, 2022 • Leap Therapeutics, Inc. • Pharmaceutical preparations
This is a Third Amendment to Lease dated as of May 16, 2022 by and between Bulfinch Square Limited Partnership, a Massachusetts limited partnership (“Landlord”) and Leap Therapeutics, Inc., a Delaware corporation (“Tenant”).
LEAP THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 11th, 2019 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [·] (the “Date of Grant”), is delivered by Leap Therapeutics, Inc. (the “Company”) to [·] (the “Participant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2023 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of January 17, 2023, by and among Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and those persons that (i) as of the date of this Agreement become or have become entitled to receive Registrable Securities (as defined in Section 1 below) pursuant to, and in accordance with, the Merger Agreement (as defined below) and (ii) become parties to this Agreement by executing and delivering a counterpart signature page to this Agreement on the date of this Agreement or on any date thereafter (collectively, the “Holders”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
FOURTH AMENDMENT TO LEASELease • May 13th, 2024 • Leap Therapeutics, Inc. • Pharmaceutical preparations
This is a Fourth Amendment to Lease dated as of January 3, 2024 by and between Bulfinch Square Limited Partnership, a Massachusetts limited partnership (“Landlord”) and Leap Therapeutics, Inc., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 7th, 2023 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Second Amendment (the “Amendment”) to Executive Employment Agreement is made and entered into as of this 3rd day of April, 2023 (the “Amendment Date”), by and between Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and Cynthia Sirard (hereinafter, the “Executive”).
