Peloton Therapeutics, Inc. [●] Shares of Common Stock, par value $[●] per share Underwriting AgreementPeloton Therapeutics, Inc. • May 13th, 2019 • Biological products, (no disgnostic substances) • New York
Peloton Therapeutics, 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 [●] shares of common stock, par value $[●] per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
PELOTON THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 26th, 2019 • Peloton Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 2019 and is between Peloton Therapeutics, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
PELOTON THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 14, 2019Investors’ Rights Agreement • April 26th, 2019 • Peloton Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of February 14, 2019, and is by and among Peloton Therapeutics, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
Peloton Therapeutics, Inc. Dallas, TX 75235-7323 April 22, 2019 Alan Musso c/o Peloton Therapeutics, Inc. Dear Alan:Letter Agreement • April 26th, 2019 • Peloton Therapeutics, Inc. • Biological products, (no disgnostic substances)
This letter agreement (the “Agreement”) is entered into between you and Peloton Therapeutics, Inc. (the “Company” or “we”), effective as of April 22, 2019 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.
EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF TEXAS SYSTEM AND PELOTON THERAPEUTICS, INC.Exclusive Patent License Agreement • April 26th, 2019 • Peloton Therapeutics, Inc. • Biological products, (no disgnostic substances) • Texas
THIS Agreement (AGREEMENT) is between the Board of Regents (BOARD) of The University of Texas System (SYSTEM), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of The University of Texas Southwestern Medical Center at Dallas (UT SOUTHWESTERN), a component institution of SYSTEM, and Peloton Therapeutics, Inc. (LICENSEE), a Delaware corporation having a principle place of business located at BioCenter at UT Southwestern Medical District, 2330 Inwood Road, Suite 226, Dallas, Texas 73235-7323.
Lease Agreement BIOCENTER AT SOUTHWESTERN MEDICAL DISTRICT East Campus Building B Dallas, Texas 75235 Suite Numbers 226 and 227 BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM Landlord for the use and benefit of THE UNIVERSITY OF TEXAS SOUTHWESTERN...Lease Agreement • April 26th, 2019 • Peloton Therapeutics, Inc. • Biological products, (no disgnostic substances) • Texas
This Lease Agreement (hereafter called “Lease,” both in reference to this Lease and to the real estate transaction between Landlord and Tenant) is executed to be effective as of January 27, 2012 (“Reference Date”) by and between the Board of Regents of The University of Texas System (“Landlord”) for the use and benefit of The University of Texas Southwestern Medical Center, and Peloton Therapeutics, Inc. (“Tenant”).
EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF TEXAS SYSTEM AND PELOTON THERAPEUTICS, INC.Exclusive Patent License Agreement • March 28th, 2019 • Peloton Therapeutics, Inc. • Biological products, (no disgnostic substances) • Texas
THIS Agreement (AGREEMENT) is between the Board of Regents (BOARD) of The University of Texas System (SYSTEM), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of The University of Texas Southwestern Medical Center at Dallas (UT SOUTHWESTERN), a component institution of SYSTEM, and Peloton Therapeutics, Inc. (LICENSEE), a Delaware corporation having a principle place of business located at BioCenter at UT Southwestern Medical District, 2330 Inwood Road, Suite 226, Dallas, Texas 73235-7323.
Peloton Therapeutics, Inc. Dallas, TX 75235-7323 April 22, 2019 John A. Josey, Ph.D. c/o Peloton Therapeutics, Inc. Dear Dr. Josey:Separation Agreement and Release • April 26th, 2019 • Peloton Therapeutics, Inc. • Biological products, (no disgnostic substances) • Texas
This letter agreement (the “Agreement”) is entered into between you and Peloton Therapeutics, Inc. (the “Company” or “we”), effective as of April 22, 2019 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.
