Galera Therapeutics, Inc. Sample Contracts
GALERA THERAPEUTICS, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2019 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
Standard Contracts
GALERA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2019 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 20[19] between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • December 1st, 2020 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GALERA THERAPEUTICS, INC.Pre-Funded Common Stock Purchase Warrant • December 31st, 2024 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Galera Therapeutics, Inc., a Delaware corporation (the “Company”), up to [ ] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant is being issued pursuant to that certain Securities Purchase Agreement, dated as of [ ], 2024, among the Company and the purchasers signatory thereto, as amended and/or restated from time to time (the “Purch
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2023 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2023, between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including their successors and assigns, collectively, the “Purchasers” and each, a “Purchaser”).
STOCKHOLDER RIGHTS AGREEMENT Galera Therapeutics, Inc. and Equiniti Trust Company, LLC, as Rights Agent Dated as of May 3, 2024Stockholder Rights Agreement • May 3rd, 2024 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This STOCKHOLDER RIGHTS AGREEMENT, dated as of May 3, 2024 (this “Agreement”), is by and between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, or its successor, as rights agent (the “Rights Agent”).
Galera Therapeutics, Inc. Employment, Confidentiality, Noncompete and Invention Rights AgreementEmployment Agreement • November 10th, 2021 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Employment, Confidentiality, Noncompete and Invention Rights Agreement (“Agreement”) is made and entered into as of October 7, 2021 by and between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and Jennifer Evans Stacey (“Employee”).
GALERA THERAPEUTICS, INC. EMPLOYMENT, CONFIDENTIALITY, NONCOMPETE AND INVENTION RIGHTS AGREEMENTEmployment, Confidentiality, Noncompete and Invention Rights Agreement • October 28th, 2019 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Employment, Confidentiality, Noncompete and Invention Rights Agreement (“Agreement”) is made and entered into as of October 25, 2019 by and between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and Robert A. Beardsley, Ph.D. (“Employee”).
GALERA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 28th, 2019 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 30th day of August, 2018, by and among Galera 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.”
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT BY AND AMONG GALERA THERAPEUTICS, INC. CLARUS IV GALERA ROYALTY AIV, L.P. AND THE EXISTING PURCHASERS IDENTIFIED ON SCHEDULE 1 HERETO EFFECTIVE AS OF NOVEMBER 14, 2018Purchase and Sale Agreement • October 11th, 2019 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2018 (the “First Restatement Date”), by and among GALERA THERAPEUTICS, INC., a Delaware corporation (“Seller”), CLARUS IV GALERA ROYALTY AIV, L.P. (as further defined herein, the “Purchaser”), and, solely for purposes of Section 8.14, each of the entities identified on Schedule 1 (collectively, the “Existing Purchasers”). Purchaser and Seller are sometimes referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined will have the respective meanings given to such terms in Exhibit A attached hereto. This Agreement amends, restates, consolidates and supersedes in its entirety the Purchase and Sale Agreement, dated as of September 19, 2018 (the “Effective Date”), by and among Seller and the Existing Purchasers (the “Existing Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2023 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2023, between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including their successors and assigns, collectively, the “Purchasers” and each, a “Purchaser”).
GALERA THERAPEUTICS, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 16th, 2023 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 10th, 2020 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
This WARRANT PURCHASE AGREEMENT is dated as of May 11, 2020 (this “Agreement”) by and between Galera Therapeutics, Inc., a Delaware corporation (“Galera”) and Clarus IV Galera Royalty AIV, L.P., a Delaware limited partnership (“Clarus”).
AGREEMENT AND PLAN OF MERGER among: GALERA THERAPEUTICS, INC., a Delaware corporation; GRAPE MERGER SUB I, INC., a Delaware corporation; GRAPE MERGER SUB II, LLC, a Delaware limited liability company; and NOVA PHARMACEUTICALS, INC., a Delaware...Agreement and Plan of Merger • December 31st, 2024 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 30, 2024, by and among GALERA THERAPEUTICS, INC., a Delaware corporation (“Parent”), GRAPE MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), GRAPE MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and NOVA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used but not otherwise defined in the body of this Agreement are defined in Exhibit A hereto.
GALERA THERAPEUTICS, INC.Separation Agreement • December 13th, 2024 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This letter sets forth the terms of the separation agreement (this “Agreement”) that Galera Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition from the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2024 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 30, 2024, by and among GALERA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
GALERA THERAPEUTICS, INC.Separation Agreement • August 14th, 2024 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This letter sets forth the terms of the separation agreement (this “Agreement”) that Galera Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition from the Company.
AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 10th, 2020 • Galera Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 11, 2020 (the “First Amendment Date”) and amends that certain Amended and Restated Purchase and Sale Agreement, dated as of November 14, 2018, by and among GALERA THERAPEUTICS, INC., (“Seller”), CLARUS IV GALERA ROYALTY AIV, L.P. (“Purchaser”) and the other parties thereto (the “Existing Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Existing Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 14th, 2023 • Galera Therapeutics, Inc. • Pharmaceutical preparations
I, Mark Bachleda, in consideration of the obligations of Galera Therapeutics, Inc., a Delaware corporation (the “Company”), under that certain Employment, Confidentiality, Noncompete and Invention Rights Agreement (the “Agreement”), do hereby release and forever discharge, as of the date hereof, the Company and its affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its affiliates and the Company’s direct and indirect owners (collectively, the “Released Parties”) to the extent provided in this Separation Agreement and General Release (“General Release”) below, effective as of the Effective Date (as defined in Section 14 below).
Master Manufacturing Services AgreementMaster Manufacturing Services Agreement • August 18th, 2021 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
With effect from the date stated at the start of this Agreement (the “Effective Date”), the parties have agreed to the following terms:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2024 • Galera Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of December 30, 2024, by and among Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
