NURIX THERAPEUTICS, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 2nd, 2021 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
Nurix 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 $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] 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”.
INDEMNITY AGREEMENTIndemnity Agreement • July 2nd, 2020 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of _________ ____, 2020 is made by and between Nurix Therapeutics, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
NURIX THERAPEUTICS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 4th, 2021 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Nurix Therapeutics, Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
LEASE AGREEMENTLease Agreement • April 8th, 2022 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 1 day of March, 2022 (“Effective Date”), between 8800 TECHNOLOGY FOREST PL, LLC, a Delaware limited liability company (“Landlord”), and NURIX THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2022 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July [ ], 2022, between Nurix Therapeutics, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. COLLABORATION AND LICENSE AGREEMENT by and between...Collaboration and License Agreement • February 15th, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of September 6, 2023 (the “Effective Date”) by and between Nurix Therapeutics, Inc., a Delaware corporation (“Nurix”), and Seagen Inc., a Delaware corporation (“Seagen”). Nurix and Seagen are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
NURIX THERAPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 2nd, 2020 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of March 9, 2020, by and among Nurix Therapeutics, 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.”
COLLABORATION AND LICENSE AGREEMENT by and between NURIX THERAPEUTICS, INC. and GENZYME CORPORATION dated as of December 19, 2019Collaboration and License Agreement • July 2nd, 2020 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
Each Development Milestone Payment will be payable up to a maximum of one (1) time per Collaboration Target as set forth in the table above, upon achievement of the applicable Development Milestone Event for such Collaboration Target, regardless of the number of times the applicable Development Milestone Event is achieved with respect to such Collaboration Target. For clarity, (x) if for a particular Collaboration Target, the [*], then Sanofi would pay the Development Milestone Payment due under (b) above and milestone (a) in the table above would thereafter not be payable for such Collaboration Target and (y) if for a particular Collaboration Target, the [*], then Sanofi would pay the Development Milestone Payment due under (c) above and milestone (b) in the table above would thereafter not be payable for such Collaboration Target.
FIRST AMENDMENT TO COLLABORATION, OPTION AND LICENSE AGREEMENTCollaboration, Option and License Agreement • October 6th, 2022 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • California
This First Amendment to Collaboration, Option and License Agreement (this “First Amendment”), dated August 13, 2019 (the “First Amendment Effective Date”), is by and between Nurix Therapeutics, Inc., a Delaware corporation (“Nurix”) and Gilead Sciences, Inc., a Delaware corporation (“Gilead”).
FIFTH AMENDMENT TO LEASELease Agreement • October 11th, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is made as of September 13, 2024 (“Effective Date”), by and between ARE-SAN FRANCISCO NO. 26 OWNER, LLC, a Delaware limited liability company (“Landlord”), and NURIX THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FOURTH Amendment to collaboration AND LICENSE AGREEMENTCollaboration and License Agreement • October 6th, 2022 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
This Fourth Amendment to Collaboration and License Agreement (this “Amendment”) is entered into as of August 11, 2022 (the “Amendment Date”) by and between Genzyme Corporation, a Massachusetts corporation (“Sanofi”), and Nurix Therapeutics, Inc., a Delaware corporation (“Nurix”). Sanofi and Nurix are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
THIRD AMENDMENT TO LEASELease Agreement • October 11th, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of September 13, 2024 (“Effective Date”), by and between ARE-SAN FRANCISCO NO. 19 OWNER, LLC, a Delaware limited liability company (“Landlord”), and NURIX THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO LEASELease Agreement • October 11th, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) is made as of April 30, 2021, by and between ARE-SAN FRANCISCO NO. 26, LLC, a Delaware limited liability company (“Landlord”), and NURIX THERAPEUTICS, INC., a Delaware corporation, formerly known as Nurix, Inc. (“Tenant”).
AMENDMENT NO. 2 TO THE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 31st, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 2 to the Equity Distribution Agreement (this “Amendment”) is entered into as of the date first written above by Nurix Therapeutics, Inc., a Delaware corporation (the “Company”), and Piper Sandler & Co. (the “Agent”), that are parties to that certain Equity Distribution Agreement, dated August 4, 2021, and Amendment No. 1 thereto, dated July 11, 2024 (together, the “Original Agreement”).
THIRD AMENDMENT TO LEASELease Agreement • October 11th, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of March 2, 2021, by and between ARE-SAN FRANCISCO NO. 26, LLC, a Delaware limited liability company (“Landlord”), and NURIX THERAPEUTICS, INC., a Delaware corporation, formerly known as Nurix, Inc. (“Tenant”).
LEASE AGREEMENTLease Agreement • June 10th, 2020 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 24th day of March, 2014, between ARE-SAN FRANCISCO NO. 26, LLC, a Delaware limited liability company (“Landlord”), and NURIX, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO COLLABORATION, OPTION AND LICENSE AGREEMENTCollaboration, Option and License Agreement • October 6th, 2022 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • California
This Second Amendment to Collaboration, Option and License Agreement (this “Second Amendment”), dated September 9, 2022 (the “Second Amendment Effective Date”), is by and between Nurix Therapeutics, Inc., a Delaware corporation (“Nurix”) and Gilead Sciences, Inc., a Delaware corporation (“Gilead”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SIXTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • April 10th, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
This Sixth Amendment to Collaboration and License Agreement (this “Amendment”) is entered into as of March 6, 2024 (the “Amendment Date”) by and between Genzyme Corporation, a Massachusetts corporation (“Sanofi”), and Nurix Therapeutics, Inc., a Delaware corporation (“Nurix”). Sanofi and Nurix are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
ContractCollaboration, Option and License Agreement • July 2nd, 2020 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • California
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
THIRD Amendment to collaboration AND LICENSE AGREEMENTCollaboration and License Agreement • October 6th, 2022 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
This Third Amendment to Collaboration and License Agreement (this “Amendment”) is entered into as of July 7, 2022 (the “Amendment Date”) by and between Genzyme Corporation, a Massachusetts corporation (“Sanofi”), and Nurix Therapeutics, Inc., a Delaware corporation (“Nurix”). Sanofi and Nurix are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
NURIX THERAPEUTICS, INC.Employment Agreement • January 28th, 2022 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
This employment letter sets forth the terms confirms your continued employment as Chief Financial Officer of Nurix Therapeutics, Inc., a Delaware Corporation (the “Company” or “Nurix”). You will continue to report to the Company’s Chief Executive Officer. This employment letter amends and restates the employment letter entered into between you and Nurix, dated February 20, 2020 (the “Prior Agreement”).
June 15, 2020 Arthur Sands, M.D., Ph.D. Dear Arthur:Stock Option Agreement • July 2nd, 2020 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This letter (this “Letter Agreement”) sets forth certain basic terms and conditions of a potential option grant to be granted to you by Nurix Therapeutics, Inc., a Delaware corporation (the “Company”), on the terms as set forth below:
SECOND AMENDMENT TO LEASELease Agreement • April 10th, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of March 25, 2024 (“Effective Date”), by and between ARE-SAN FRANCISCO NO. 19 OWNER, LLC, a Delaware limited liability company (“Landlord”), and NURIX THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. FIFTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • February 15th, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
This Fifth Amendment to Collaboration and License Agreement (this “Amendment”) is entered into as of November 3, 2023 (the “Amendment Date”) by and between Genzyme Corporation, a Massachusetts corporation (“Sanofi”), and Nurix Therapeutics, Inc., a Delaware corporation (“Nurix”). Sanofi and Nurix are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
FIRST Amendment to collaboration AND LICENSE AGREEMENTCollaboration and License Agreement • February 16th, 2021 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
This First Amendment to Collaboration and License Agreement (this “Amendment”) is entered into as of January 6, 2021 (the “Amendment Date”) by and between Genzyme Corporation, a Massachusetts corporation (“Sanofi”), and Nurix Therapeutics, Inc., a Delaware corporation (“Nurix”). Sanofi and Nurix are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
SEcond Amendment to collaboration AND LICENSE AGREEMENTCollaboration and License Agreement • October 6th, 2022 • Nurix Therapeutics, Inc. • Pharmaceutical preparations • New York
This Second Amendment to Collaboration and License Agreement (this “Amendment”) is entered into as of December 16, 2021 (the “Amendment Date”) by and between Genzyme Corporation, a Massachusetts corporation (“Sanofi”), and Nurix Therapeutics, Inc., a Delaware corporation (“Nurix”). Sanofi and Nurix are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 11th, 2024 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Equity Distribution Agreement (this “Amendment”) is entered into as of the date first written above by Nurix Therapeutics, Inc., a Delaware corporation (the “Company”), and Piper Sandler & Co. (the “Agent”), that are parties to that certain Equity Distribution Agreement, dated August 4, 2021 (the “Original Agreement”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 12th, 2023 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "First Amendment") is made as of August 25, 2023, by and between 8800 TECHNOLOGY FOREST PL, LLC, a Delaware limited liability company ("Landlord"), and NURIX THERAPEUTICS, INC., a Delaware corporation ("Tenant").
FIRST AMENDMENT TO LEASELease Agreement • October 12th, 2023 • Nurix Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of June 28, 2023 (the “Effective Date”), by and between ARE-SAN FRANCISCO NO. 19 OWNER, LLC, a Delaware limited liability company (“Landlord”), and NURIX THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
