MIRATI THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt SecuritiesIndenture • July 2nd, 2021 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20 , among MIRATI THERAPEUTICS, INC., a Delaware corporation (the “Company”), and[TRUSTEE], as trustee (the “Trustee”):
9,669,631 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,121,736 Shares of Common Stock MIRATI THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2023 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
MIRATI THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • July 2nd, 2021 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between MIRATI THERAPEUTICS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
MIRATI THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • July 2nd, 2021 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between MIRATI THERAPEUTICS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
MIRATI THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Warrant Agreement • July 2nd, 2021 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between MIRATI THERAPEUTICS, INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • October 3rd, 2013 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between MIRATI THERAPEUTICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
MIRATI THERAPEUTICS, INC. COMMON STOCK AMENDED AND RESTATED SALES AGREEMENTSales Agreement • July 2nd, 2021 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
Reference is made to that certain Sales Agreement, entered into as of July 2, 2020 (the “Original Sales Agreement”), by and between Mirati Therapeutics, Inc. (the “Company”) and Cowen and Company, LLC (“Cowen”), as sales agent. The Company and Cowen now intend to enter into this Amended and Restated Sales Agreement (this “Agreement”) to amend and restate the terms of the Original Sales Agreement in its entirety. Therefore, the Company and Cowen confirm as follows:
AMENDMENT TO LETTER AGREEMENTAmendment to Letter Agreement • March 9th, 2017 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • California
This Amendment to Letter Agreement (the “Amendment”) is entered into by Mirati Therapeutics, Inc., a Delaware corporation (the “Company”), and Christopher LeMasters (“Employee”) and shall be effective as of December 19, 2016.
Re: Offer of Employment Dear Alan:Employment Agreement • February 28th, 2023 • Mirati Therapeutics, Inc. • Pharmaceutical preparations
Mirati Therapeutics, Inc. (the “Company” or “Mirati”) is pleased to offer you at-will employment in the position of Chief Medical Officer on the terms and conditions set forth in this letter agreement (the “Agreement”). Certain capitalized terms used in this Agreement have the meanings set forth in Section 10.
AGREEMENT AND PLAN OF MERGER among: MIRATI THERAPEUTICS, INC., a Delaware corporation; BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation; and VINEYARD MERGER SUB INC., a Delaware corporation Dated as of October 8, 2023Merger Agreement • October 10th, 2023 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 8, 2023, by and among: Bristol-Myers Squibb Company, a Delaware corporation (“Parent”); Vineyard Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Mirati Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
The undersigned (the “Purchaser”) hereby subscribes for and agrees to purchase (i) the number of units of the Corporation (the “Units”) set forth on the following page at a price of C$0.1243 per Unit (the “Subscription Price”); and (ii) C$[ ] principal amount (the “Debenture Subscription Price”) of unsecured convertible debentures issued by the Corporation (the “Debenture”), convertible into Units at a conversion price equal to the Subscription Price. The Purchaser agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Debentures, Common Shares and Warrants of MethylGene Inc.”. The Purchaser further agrees, without limitation, that the Corporation may rely upon its representations, warranties and covenants contained in this document. Each Unit purchased will consist of one (1) common share in the capital of the Corporation (a “Common Share”) and thirty one-hundredths (0.30) of a common share purchase warrant (each whole common
SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
NOW THEREFORE in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Corporation and the Executive, the parties hereby covenant and agree as follows:
RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN METHYLGENE INC. AND OTSUKA PHARMACEUTICAL CO., LTD. DATED AS OF MARCH 25, 2008Research Collaboration and License Agreement • July 9th, 2013 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT is entered into this 25th day of March, 2008 (the “Effective Date”), by and between MethylGene Inc., a corporation organized under the laws of Quebec, Canada, having a business address at 7220 Frederick Banting, Montreal, QC H4S 2A1 (“MethylGene”), and Otsuka Pharmaceutical Co., Ltd., a company organized under the laws of Japan, having a business address at 2-9 Kanda-Tsukasamachi, Chiyoda-ku Tokyo 101-8535, Japan, acting through its Ophthalmology and Dermatology Division (“Otsuka”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • Quebec
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of August 18, 2011, is entered into by MethylGene Inc., a company organized under the Canada Business Corporations Act, Canada (the “Company”), and Mr. Klaus B. Kepper, residing at 19 Monsadel Street, Kirkland, Quebec, H9J 3J8 (the “Employee”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 20th, 2018 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of January 7, 2018 (the “Effective Date”) by and among Mirati Therapeutics, Inc., a Delaware corporation, having a place of business at 9393 Towne Centre Drive, Suite 200, San Diego, CA 92121 USA (“Mirati”), MethylGene Inc., a corporation organized under the laws of Canada and the wholly-owned subsidiary of Mirati, having a place of business at 9393 Towne Centre Drive, Suite 200, San Diego, CA 92121 USA (“MethylGene”), and BeiGene, Ltd., a corporation organized under the laws of the Cayman Islands having its principal address at Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman, Cayman Islands KY1-1108 (“BeiGene”). Mirati and BeiGene may be referred to herein individually as a “Party” and collectively as the “Parties.” Mirati and MethylGene may be referred to herein individually as a “Licensor” and collectively as the “Licensors.”
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 5th, 2021 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”) is entered into as of May 28, 2021 (the “Effective Date”) by and among Mirati Therapeutics, Inc., a Delaware corporation, having a place of business at 3545 Cray Court, San Diego, CA 92121 USA (“Mirati”) and Zai Lab (Hong Kong) Limited, incorporated and registered in Hong Kong with the company number 1899671 whose registered office is at Room 2301, 23/F, Island Place Tower, 510 King’s Road, North Point, Hong Kong (“Licensee”). Mirati and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 7th, 2020 • Mirati Therapeutics, Inc. • Pharmaceutical preparations
I, Jamie Donadio, understand that my employment with Mirati Therapeutics, Inc. (the “Company”) is terminating effective January 3, 2020 (the “Separation Date”). The Company has agreed that in exchange for my promises and covenants in this Agreement, and provided that this Agreement becomes effective as specified below, the Company will provide me with the following severance benefits (the “Severance Benefits”) in full satisfaction of the Amendment to Letter Agreement between me and the Company dated December 19, 2016:
AGREEMENT OF LEASELease Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • Quebec
The terms set out above are intended to be only a summary of certain basic terms of this Lease. In the event of any inconsistency between such terms and the terms hereinafter set out the latter shall govern.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • July 9th, 2013 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (“Agreement”), effective as of this day of October 16, 2003 (the “Effective Date”), is made by and between Taiho Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, with a principal place of business at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan (“Taiho”), and MethylGene Inc., a corporation organized under the laws of Quebec, Canada with its principal place of business at 7220 Frederick-Banting, Suite 200, Montreal, Quebec H4S 2A1, Canada (“MG”). Each of Taiho and MG shall be referred to as a “Party,” and together as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 10th, 2023 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of October 8, 2023, is entered into by and among Bristol-Myers Squibb Company, a Delaware corporation (“Parent”) and the stockholders of Mirati Therapeutics, Inc., a Delaware corporation (the “Company”), listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2013 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into by Mirati Therapeutics, Inc. a Delaware corporation (the “Company”), and Dr. Charles M. Baum, residing at (the “Employee”). The Company and the Employee are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • August 6th, 2020 • Mirati Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED LEASE AGREEMENT AMENDS, RESTATES AND SUPERSEDES IN ITS ENTIRETY THAT CERTAIN LEASE AGREEMENT DATED AS OF AUGUST 22, 2019 (THE “ORIGINAL LEASE”), BY AND BETWEEN TENANT (AS DEFINED BELOW) AND LANDLORD (AS DEFINED BELOW).
AMENDMENT NO. 2 TO THE CONSULTING AGREEMENT BETWEEN MIRATI THERAPEUTICS, INC, and LAURIE STELZERConsulting Agreement • November 6th, 2023 • Mirati Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 2 (the “Amendment”) is effective as of September 22, 2023 (the “Second Amendment Date”) by and between MIRATI THERAPEUTICS, INC. (“Mirati”) and LAURIE STELZER (“Consultant”). Mirati and Consultant are hereinafter collectively referred to as “Parties.”
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • April 29th, 2019 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into effective as of January 3, 2019 (the “Effective Date”) by and between Mirati Therapeutics, Inc., having a place of business at 9393 Towne Centre Drive Suite 200, San Diego CA 92121 (the “Recipient”), and Bristol-Myers Squibb Company, having a place of business at Route 206 and Province Line Road, Princeton, New Jersey, USA 08543 (“BMS”). The Recipient and BMS are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
MethylGene Inc. April 12, 2013 Dr. Jeffrey Besterman Dear Jeffrey:Employment Agreement • October 3rd, 2013 • Mirati Therapeutics, Inc. • Pharmaceutical preparations
This letter is further to our discussion of March 13, 2013 wherein you were advised that your employment with MethylGene Inc. (the “Company”) pursuant to your agreement with the Company originally made on January 1, 1999, as amended and restated, (the “Employment Agreement”) would terminate effective as of April 13, 2013 (the “Termination Date”).
BACK-OUT, AMENDMENT AND RELEASE AGREEMENTBack-Out, Amendment and Release Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
THIS BACK OUT, AMENDMENT AND RELEASE AGREEMENT (this “Amendment Agreement”) dated as of January 31, 2008 (the “Amendment Effective Date”) is made by and between ENVIVO PHARMACEUTICALS, INC. (“EVP”) and METHYLGENE INC. (“MethylGene”) pursuant to that certain Collaboration Agreement dated as of February 7, 2005 by and between EVP and MethylGene. Except as expressly amended or modified hereby, the Collaboration Agreement shall survive and continue in accordance with its terms.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2013 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into by Mirati Therapeutics, Inc. a Delaware corporation (the “Company”), and Mr. Mark Gergen, residing at (the “Employee”). The Company and the Employee are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
COLLABORATION AGREEMENT made by and between ENVIVO PHARMACEUTICALS, INC. and METHYLGENE INC. Dated as of February 7, 2005Collaboration Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • Massachusetts
THIS COLLABORATION AGREEMENT dated as of February 7, 2005 (this “Agreement”) is made by and between EnVivo Pharmaceuticals, Inc. (“EVP”) and MethylGene Inc. (“MethylGene”). EVP and MethylGene are each sometimes referred to herein as a “Party,” and collectively as the “Parties.”
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2017 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • California
This Amendment to Amended and Restated Employment Agreement (the “Amendment”) is entered into by Mirati Therapeutics, Inc., a Delaware corporation (the “Company”), and Charles M. Baum, M.D., Ph.D. (“Employee”) and shall be effective as of December 19, 2016.
AMENDED AND RESTATED SECOND AMENDMENT TO LETTER AGREEMENTSecond Amendment to Letter Agreement • February 28th, 2022 • Mirati Therapeutics, Inc. • Pharmaceutical preparations
This Amended and Restated Second Amendment to Letter Agreement (this “Amendment”) is entered into by Mirati Therapeutics, Inc., a Delaware corporation (the “Company”), and James Christensen, Ph.D. (“Employee” or “you”) and shall be effective as of September 20, 2021.
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • May 10th, 2013 • Mirati Therapeutics, Inc.
This Termination Agreement and Release (the “Agreement”) is made by and between MethylGene Inc. (the “Corporation”) and Mr. Charles Grubsztajn (the “Executive”) as of the 21st day of September, 2012.
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2021 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • California
This THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Third Amendment”) is made and entered into effective as of September 20, 2021 (the “Effective Date”), by and between Mirati Therapeutics, Inc., a Delaware corporation (the “Company”), and Charles M. Baum, M.D., Ph.D., an individual (the “Employee”) (the Company and Employee are hereinafter sometimes individually referred to as a “Party” and together referred to as the “Parties”).
SECOND AMENDMENT TO LETTER AGREEMENTLetter Agreement • May 6th, 2021 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • California
This Second Amendment to Letter Agreement (the “Amendment”) is entered into by Mirati Therapeutics, Inc., a Delaware corporation (the “Company”), and James Christensen, Ph.D. (“Employee”) and shall be effective as of December 31, 2020.
Via Hand Delivery June 24, 2016 Mark J. Gergen Re: Transition & Separation Agreement Dear Mark:Transition & Separation Agreement • August 4th, 2016 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • California
This letter sets forth the terms and conditions of our mutual agreement (“Agreement’’) regarding your transition from employment with Mirati Therapeutics, Inc. (the “Company”). This Agreement shall become effective on the “Effective Date” as defined in Section 10 herein. You and the Company hereby agree as follows:
MIRATI THERAPEUTICS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE (INDUCEMENT PLAN)Restricted Stock Unit Award Grant Notice • December 31st, 2019 • Mirati Therapeutics, Inc. • Pharmaceutical preparations
Mirati Therapeutics, Inc. (the “Company”), pursuant to its Inducement Plan (the “Plan”), hereby grants to Participant a Restricted Stock Unit Award (the “Award”) under the Plan for the number of restricted stock units (the “RSUs”) set forth below. This Award is subject to all of the terms and conditions set forth in this Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and in the Restricted Stock Unit Award Agreement (the “Agreement”) and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Agreement.
