FORMA THERAPEUTICS HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Senior Debt SecuritiesIndenture • July 26th, 2021 • Forma Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
●] Shares of Common Stock Forma Therapeutics Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2020 • Forma Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
FORMA THERAPEUTICS HOLDINGS, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • July 26th, 2021 • Forma Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
Forma Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
FORMA THERAPEUTICS HOLDINGS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 15th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between Forma Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
LEASE AGREEMENTLease Agreement • March 1st, 2022 • Forma Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this _23_ day of _November__, 2021 (the “Effective Date”), between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and FORMA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVO NORDISK A/S, NNUS NEW DEV, INC. and FORMA THERAPEUTICS HOLDINGS, INC. Dated as of August 31, 2022Merger Agreement • September 1st, 2022 • Forma Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 31, 2022, by and among: Novo Nordisk A/S, a Danish aktieselskab (“Parent”); NNUS New Dev, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”); and Forma Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • May 29th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances) • New York
This [***] LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of December 28, 2018 (the “Effective Date”) by and among Forma Parent (solely for purposes of Articles 4, 5, 7 and 9) and Forma Inc. (as each such term is defined in Exhibit A), and Celgene Alpine Investment Company II, LLC, a Delaware limited liability company (“Celgene”). Forma Parent, Forma Inc. and Celgene are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (the “Agreement”) is made between FORMA Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Change in Control and Severance Agreement between the Executive and the Company dated (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
FORMA THERAPEUTICS HOLDINGS, INC. INDUCEMENT RESTRICTED STOCK UNIT AGREEMENTInducement Restricted Stock Unit Agreement • August 5th, 2022 • Forma Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
Forma Therapeutics Holdings, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. This Award is not issued under the Forma Therapeutics Holdings, Inc. 2020 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”) and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Award, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Award as if this Award had actually been issued under the Plan. This Award has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of The NASDAQ Stock Market LLC, and consequently is intended to be exempt from the NASDAQ rules regarding stockholder approval of equity c
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of October, 2008 (the “Effective Date”), by and between STEVEN TREGAY (the “Employee”) and FORMA THERAPEUTICS, INC., a Delaware corporation duly organized under law and having a usual place of business at 790 Memorial Drive, Cambridge, MA 02139 (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of August, 2012 (the “Effective Date”) by and between ROBERT T. SARISKY (the “Employee”) and FORMA THERAPEUTICS, INC., a Delaware corporation duly organized under law and having a usual place of business at 500 Arsenal Street, Suite 100, Watertown, MA 02472 (the “Company”).
SIXTH AMENDMENT TO LEASELease Agreement • November 12th, 2020 • Forma Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SIXTH AMENDMENT TO LEASE (this “Sixth Amendment”) is made as of September 14, 2020, by and between ARE-500 ARSENAL STREET, LLC, a Delaware limited liability company (“Landlord”), and FORMA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CONFIDENTIAL October 31, 2019 (as revised February 25, 2020) Dr. Steven Tregay Re: Separation and Release Agreement Dear Steve:Separation and Release Agreement • May 29th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances)
This letter constitutes the separation agreement (the “Agreement”) that FORMA Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. As you know, the Company has previously offered you (in June 2019 and in October 2019) prior separation agreements, which you declined to sign. We understand you have now decided to enter into a separation agreement consistent with your rights under your October 6, 2008 Employment Agreement with the Company, as amended (the “Employment Agreement”), and therefore offer this Agreement, which will superseded all prior separation agreements offered to you.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Collaboration and License Agreement • May 6th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into and made effective as of the 21st day of December, 2011 (the “Effective Date”) by and between Forma Therapeutics, Inc., a Delaware corporation having its principal place of business at 500 Arsenal Street, Suite 100, Watertown, MA 02472, U.S. (“Forma”), and Boehringer Ingelheim International GmbH, a company existing under the laws of Germany, having its principal place of business at Binger Strasse 173, 55216 Ingelheim am Rhein, Germany (“BI”). Forma and BI are each referred to herein by name or as a “Party” or, collectively, as the “Parties”.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 29th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances) • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of December 18, 2019, by and among Forma Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), each of the investors listed on Exhibit A hereto, each of which (together with any transferee of Preferred Shares or Registrable Securities that agrees to be bound by and subject to the terms and conditions of this Agreement as an Investor hereunder in accordance with Section 6.1 hereto) is referred to in this Agreement as an “Investor.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 1st, 2022 • Forma Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 31, 2022, is entered into by and among Novo Nordisk A/S, a Danish aktieselskab (“Parent”), NNUS New Dev, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and together with Parent and Merger Sub, the “Parties” and each, a “Party”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Asset Purchase Agreement • May 15th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances) • Delaware
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, certain assets of Seller used in the Early Discovery Business, on the terms and conditions set forth herein.
WARRANT TO PURCHASE PREFERRED SHARESWarrant Agreement • June 15th, 2020 • Forma Therapeutics Holdings, Inc., • Biological products, (no disgnostic substances) • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including the execution and delivery of that certain Amendment No. 1 dated as of the date hereof to Master Loan and Security Agreement No. FORMX (the “Loan Amendment”) dated as of March 26, 2009 by and between Forma Therapeutics, Inc., a Delaware corporation, and ATEL VENTURES, INC., this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliates identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants and Direct Equity Investments dated as of January 1, 2007, as may be amended and restated from time to time, and deemed effective as of July 20, 2004, (“Holder”), by FORMA THERAPEUTICS HOLDINGS, LLC, a Delaware limited liability company (the “Company”).
