AUDEO ONCOLOGY, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [•], 2012Underwriting Agreement • December 7th, 2012 • Audeo Oncology, Inc. • Pharmaceutical preparations • New York
Audeo Oncology, Inc. a Delaware corporation (the “Company”), and Alchemia Oncology Pty Limited, an Australian company (“AOL”), confirm their agreement with Leerink Swann LLC (“Leerink Swann”), Oppenheimer & Co. Inc. (“Oppenheimer”) and each of the other Underwriters, if any, named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink Swann and Oppenheimer are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”) set forth in Schedule A, and (ii) the grant by the Company to the Underwriters, severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares
AUDEO ONCOLOGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 28th, 2012 • Audeo Oncology, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Audeo Oncology, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
Executive Employment Agreement Alchemia Oncology Pty Ltd ABN: 60 058 390 953 Dr Pete SmithExecutive Employment Agreement • September 28th, 2012 • Audeo Oncology, Inc. • Pharmaceutical preparations • Victoria
CLINICAL RESEARCH SERVICES AGREEMENTClinical Research Services Agreement • August 23rd, 2012 • Audeo Oncology, Inc. • Pharmaceutical preparations • England
• Alchemia Oncology Pty Ltd. Incorporated in Australia, having its principal place of business at 31 HI-Tech Court, Brisbane Technology Court, Eight Mile Plains, Queensland, Australia (“Sponsor”)
SUBLEASE AGREEMENTSublease Agreement • July 6th, 2012 • Audeo Oncology, Inc.
THIS SUBLEASE AGREEMENT (this “Agreement”) is dated for reference purposes as of June 28, 2012, and is made by and between Blueprint Life Science Group, LLC, (“Sublessor”), and AUDEO ONCOLOGY, INC., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
ContractClinical Research Services Agreement • August 23rd, 2012 • Audeo Oncology, Inc. • Pharmaceutical preparations
[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
ROYALTY AGREEMENT Parties Alchemia Oncology Pty Limited ACN 058 390 953 Novozymes Biopharma DK A/SRoyalty Agreement • July 6th, 2012 • Audeo Oncology, Inc.
ContractSupply Agreement • July 6th, 2012 • Audeo Oncology, Inc.
[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
GENERAL SERVICES AGREEMENT BioClinica Agreement #33602General Services Agreement • August 23rd, 2012 • Audeo Oncology, Inc. • Pharmaceutical preparations • New York
This General Services Agreement (this “Agreement”) effective as of the last date of signature hereof (the “Effective Date”), by and between BIOCLINICA, INC., a Delaware Corporation, with its principal place of business at 826 Newtown-Yardley Road, Newtown, Pennsylvania, 18940-1721 (“BIOCLINICA”) and Alchemia Oncology Pty Ltd. with its principal place of business at 31 Hi-Tech Court, Brisbane Technology Court, Eight Mile Plains QLD, Australia (“ALCHEMIA”). BIOCLINICA and ALCHEMIA are individually referred to as a “Party” and collectively as the “Parties”.
