COMMON STOCK (par value $0.0001 per share) SALES AGREEMENTSales Agreement • February 23rd, 2022 • G1 Therapeutics, Inc. • Pharmaceutical preparations • New York
G1 Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
7,700,000 Shares G1 THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2022 • G1 Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 , by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractLoan and Security Agreement • June 9th, 2023 • G1 Therapeutics, Inc. • Pharmaceutical preparations • California
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into effective as of May 22, 2023 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Monica R. Thomas (“Employee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2024 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of April 1, 2024 (the “Amendment Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Andrew Perry, an individual (“Employee”). Employee and the Company may be individually referred to as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2024 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Monica R. Thomas, an individual (“Employee”) is made and entered into effective as of August 6, 2024. Employee and the Company may be individually referred to as a “Party” and collectively as the “Parties.”
ADVISORY BOARD MEMBER AGREEMENTAdvisory Board Member Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This ADVISORY BOARD MEMBER AGREEMENT (the “Agreement”), is made and entered into as of this 15th day of July 2016 and effective as of July 1, 2016 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and you. This Agreement replaces that certain Advisory Board Member Agreement, effective July 1, 2014, by and between the Company and you, which expired by its terms on June 30, 2016.
THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Third Amendment”) is entered into as of May 5, 2017, by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”) and Mark A. Velleca (the “Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of May 5, 2017, by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”) and Rajesh Malik (the “Employee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of May 5, 2017, by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”) and Jay C. Strum, Ph.D. (the “Employee”).
CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Illinois
This Exclusive License Agreement (this “Agreement”), effective as of November 23, 2016 (“Effective Date”) between The Board Of Trustees Of The University Of Illinois, a body corporate and politic of the State of Illinois, 352 Henry Administration Building, 506 S. Wright St., Urbana, Illinois 61801 (“University”) and G1 Therapeutics, Inc. having a principal address at 79 T.W. Alexander Drive, 4401 Research Commons, Suite 105, Research Triangle Park, NC 27709 (“Licensee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into effective as of February 1, 2015 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Gregory Mossinghoff (“Employee”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of June 12, 2019, by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”) and Rajesh Malik (the “Employee”).
February 28, 2023 Jennifer K. MosesSenior Advisor Agreement • March 1st, 2023 • G1 Therapeutics, Inc. • Pharmaceutical preparations
THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Third Amended and Restated Stockholders’ Agreement (this “Agreement”) is made and entered into as of April 27, 2016, by and among G1 Therapeutics, Inc., a Delaware corporation (the “Company”), the individuals and entities identified on Schedule A as the Series 1 Preferred Stockholders (the “Series 1 Preferred Stockholders”), the individuals and entities identified on Schedule A as the Series A Preferred Stockholders (the “Series A Preferred Stockholders”), the individuals and entities identified on Schedule A as the Series B Preferred Stockholders (the “Series B Preferred Stockholders”), the individuals and entities identified on Schedule A as the Series C Preferred Stockholders (the “Series C Preferred Stockholders”; the Series 1 Preferred Stockholders, the Series A Preferred Stockholders, the Series B Preferred Stockholders and the Series C Preferred Stockholders collectively, the “Investors” and each, an “Investor”), and the individuals or entities identified on Schedule A here
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations
THIS OFFICE LEASE (“Lease”), made this 18th day of January, 2014 by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Landlord”), and G1 THERAPEUTICS, INC., a Delaware corporation (“Tenant”), provides as follows:
AGREEMENT AND PLAN OF MERGER among PHARMACOSMOS A/S, GENESIS MERGER SUB, INC. and G1 THERAPEUTICS, INC. Dated as of August 6, 2024Merger Agreement • August 7th, 2024 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2024 (this “Agreement”), among Pharmacosmos A/S, a Danish Aktieselskab (“Parent”), Genesis Merger Sub, Inc., a Delaware corporation and indirectly wholly owned Subsidiary of Parent (“Purchaser”), and G1 Therapeutics, Inc., a Delaware corporation (the “Company”).
DIRECTOR AGREEMENTDirector Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This DIRECTOR AGREEMENT (the “Agreement”), is made and entered into as of this 15th day of July 2016 and effective as of July 1, 2016 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Seth Rudnick, MD (“Board Member”). This Agreement replaces that certain Director Agreement, effective July 1, 2014, by and between the Company and the Board Member, which expired by its terms on June 30, 2016.
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • August 20th, 2024 • G1 Therapeutics, Inc. • Pharmaceutical preparations
This Mutual Confidentiality Agreement (the ”Agreement”), effective as of February 6, 2024 (the “Effective Date”), by and between Pharmacosmos A/S, company registration number 15517085, located at Rørvangsvej 30, DK-4300 Holbæk, Denmark (“Pharmacosmos“) and G1 Therapeutics, Inc., located at 700 Park Offices Drive, Suite 200, Research Triangle Park, North Carolina 27709 USA (“G1 Therapeutics”). Pharmacosmos and G1 Therapeutics are each referred to herein as a “Party” and collectively as the “Parties”.
Scientific, Clinical, and Regulatory Advisor AGREEMENTScientific, Clinical, and Regulatory Advisor Agreement • August 4th, 2021 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This SCIENTIFIC, CLINICAL, AND REGULATORY ADVISOR AGREEMENT (the ''Agreement"), is effective as of July 1, 2021 (the "Effective Date"), by and between G1 Therapeutics, Inc., a Delaware corporation (the "Company"), and you. This Agreement replaces that certain Advisory Board Member Agreement, effective July 1, 2020, by and between the Company and you, which expired by its terms on June 30, 2021.
August 6, 2024 G1 Therapeutics, Inc.Exclusivity Agreement • August 20th, 2024 • G1 Therapeutics, Inc. • Pharmaceutical preparations
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made and entered into as of the 4th day of February, 2015, by and among G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
September 29, 2020 John E. Bailey, Jr. 11316 Moonsprite Way Raleigh, NC 27614 Re:Senior Advisor Agreement Dear Jack:Senior Advisor Agreement • November 4th, 2020 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2020 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into effective as of September 29, 2020 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and John E. Bailey, Jr. (“Employee”).
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Exclusive License Agreement (this “Amendment”), dated as of March 24, 2017 (the “Amendment Effective Date”), is by and between The Board Of Trustees Of The University Of Illinois, a body corporate and politic of the State of Illinois, 352 Henry Administration Building, 506 S. Wright St., Urbana, Illinois 61801 (“University”) and G1 Therapeutics, Inc. having a principal address at 79 T.W. Alexander Drive, 4501 Research Commons, Suite 100, Research Triangle Park, NC 27709 (“Licensee”). University and Licensee are each sometimes hereafter referred to individually as a “Party” and together as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exclusive License Agreement between University and Licensee made and entered into as of November 23, 2016 (the “License Agreement”).
MUTUAL TERMINATION, RELEASE, AND SETTLEMENT AGREEMENT by and between G1 THERAPEUTICS, INC. and BOEHRINGER INGELHEIM PHARMACEUTICALS, INC. December 15, 2021Mutual Termination, Release, and Settlement Agreement • February 23rd, 2022 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Mutual Termination, Release, and Settlement Agreement (“Termination Agreement”), effective as of December 15, 2021 (“Termination Agreement Effective Date”), by and between G1 Therapeutics, Inc. (“G1”), and Boehringer Ingelheim Pharmaceuticals, Inc. (“BI”), sets forth the mutual understanding and agreement of the Parties regarding the mutual termination of the Co-Promotion Agreement, dated June 29, 2020, entered into by and between G1 and BI (the “Co-Promotion Agreement”). G1 and BI are each referred to herein as a “Party” and together as the “Parties”. Capitalized terms used in this Termination Agreement and not defined herein shall have the respective meanings ascribed to such terms in the Co-Promotion Agreement. If there is a conflict between the terms of this Termination Agreement and the Co-Promotion Agreement, the terms of this Termination Agreement will govern.
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • March 5th, 2018 • G1 Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment to Office Lease (“Amendment”) is made effective as of January 31, 2018, by and between RALEIGH RC GREEN, LLC, a Delaware limited liability company (“Landlord”) and G1 THERAPEUTICS, INC., a Delaware corporation (“Tenant”) with reference to the following facts and circumstances.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made and entered into as of the 27th day of April, 2016, by and among G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
ContractWarrant Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED TAI THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
G1 THERAPEUTICS, INC. FIRST AMENDMENT TO SENIOR ADVISOR AGREEMENTSenior Advisor Agreement • November 1st, 2023 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This First Amendment to the Senior Advisor Agreement (the “First Amendment”) is deemed effective as of September 20, 2023 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Mark A. Velleca, M.D., Ph.D. (the “Advisor”). All capitalized terms used in this First Amendment but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
Dear Valued Partner,Acquisition Agreement • August 7th, 2024 • G1 Therapeutics, Inc. • Pharmaceutical preparations
I’m reaching out to share some exciting news about G1 Therapeutics: We have reached an agreement to be acquired by Pharmacosmos, a global supportive care leader in the development of innovative treatments for patients suffering from iron deficiency and iron deficiency anemia. This combination is an important one, in that it will allow us to reach more patients who badly need our important drug COSELA® (trilaciclib) - and therefore maximize its impact in this cancer setting - sooner and more efficiently than we could as an independent company. You can learn more about our announcement here. [link to press release]
BOARD OBSERVER AGREEMENTBoard Observer Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
THIS BOARD OBSERVER AGREEMENT is entered into as of July 20, 2015 by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Dr. Norman Sharpless (“Observer”).
Re:Separation and Transition AgreementSeparation and Transition Agreement • August 7th, 2019 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation of employment from G1 Therapeutics, Inc. (the “Company”). As more fully set forth below, the Company will provide you with specified separation benefits as described below in exchange for certain agreements by you.
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into effective as of November 13, 2017 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Barclay Phillips (“Employee”).
