] Shares LOXO ONCOLOGY, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
Loxo Oncology, Inc. 3,150,000 Shares(1) Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • June 15th, 2017 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
Loxo Oncology, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.0001 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwrit
INDEMNITY AGREEMENTIndemnity Agreement • July 21st, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of , 2014 is made by and between Loxo Oncology, 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”).
Loxo Oncology, Inc. 2,500,000 Shares(1) Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • November 12th, 2015 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
Loxo Oncology, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.0001 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the te
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 7th, 2019 • Loxo Oncology, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 5, 2019, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Bowfin Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 5, 2019, AMONG ELI LILLY AND COMPANY, BOWFIN ACQUISITION CORPORATION AND LOXO ONCOLOGY, INC.Merger Agreement • January 7th, 2019 • Loxo Oncology, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER dated as of January 5, 2019 (this “Agreement”), among Eli Lilly and Company, an Indiana corporation (“Parent”), Bowfin Acquisition Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and Loxo Oncology, Inc., a Delaware corporation (the “Company”).
LOXO ONCOLOGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 30th, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of April 24, 2014 by and among Loxo Oncology, 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,” any Additional Purchaser that becomes a party to this Agreement in accordance with Section 7.14 hereof and any holder of a Lender Warrant that becomes a party to this Agreement in accordance with Section 7.14 hereof.
OFFICE LEASE of Suite 520 to LOXO ONCOLOGY, INC A Delaware corporation 400 Oyster Point Boulevard South San Francisco, CA 94080Office Lease • June 30th, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • California
AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • January 17th, 2019 • Loxo Oncology, Inc. • Pharmaceutical preparations • Connecticut
This Amended and Restated Change in Control and Severance Agreement (this “Agreement”) is entered into by and between Jacob S. Van Naarden (the “Executive”) and Loxo Oncology, Inc., a Delaware corporation (the “Company”), on June 1, 2018 (the “Effective Date”).
LOXO ONCOLOGY, INC. FOUNDER’S RESTRICTED STOCK PURCHASE AGREEMENTFounder’s Restricted Stock Purchase Agreement • June 30th, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • California
This Agreement is made and entered into as of June 28, 2013 (the “Effective Date”) by and between Loxo Oncology, Inc. (the “Company”), a Delaware corporation, and Joshua H. Bilenker (the “Purchaser”).
TWO STAMFORD PLAZA STAMFORD, CONNECTICUT OFFICE LEASE AGREEMENT BETWEEN ONE STAMFORD PLAZA OWNER LLC (“LANDLORD”) AND LOXO ONCOLOGY, INC. (“TENANT”)Office Lease Agreement • November 10th, 2015 • Loxo Oncology, Inc. • Pharmaceutical preparations • Connecticut
THIS OFFICE LEASE AGREEMENT (this “Lease”) is made and entered into as of , 2015, by and between ONE STAMFORD PLAZA OWNER LLC (Landlord”), and LOXO ONCOLOGY, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of this Lease: EXHIBIT A (Outline and Location of Premises), EXHIBIT B (Expenses and Taxes), EXHIBIT C (Work Letter), EXHIBIT C-1 (Landlord Approved General Contractors), EXHIBIT C-2 (Plans), EXHIBIT D (Form of Letter of Credit), EXHIBIT E (Form Commencement Letter), EXHIBIT F (Additional Provisions), EXHIBIT G (Rules and Regulations) and EXHIBIT H (Cleaning Specifications).
May 8, 2018Offer of Employment • May 8th, 2018 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
On behalf of Loxo Oncology, Inc. (the “Company”), the Board of Directors of the Company (the “Board”) is very pleased to offer you this amended and restated employment agreement (the “Agreement”):
LOXO ONCOLOGY NON-PLAN STOCK OPTION AGREEMENT (INDUCEMENT STOCK OPTION AWARD)Non-Plan Stock Option Agreement • August 9th, 2018 • Loxo Oncology, Inc. • Pharmaceutical preparations • California
This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Loxo Oncology, Inc., a Delaware corporation (the “Company”), and the optionee named below (“Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in Section 20 or, if not defined therein, in the Company’s 2014 Equity Incentive Plan (the “Plan”).
November 30, 2015Terms of Transition and Separation • March 15th, 2016 • Loxo Oncology, Inc. • Pharmaceutical preparations • California
This letter confirms the agreement (“Agreement”) between you and Loxo Oncology, Inc. (the “Company”) concerning the terms of your transition and separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue now and upon the Separation Date (defined below) as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
DRUG DISCOVERY COLLABORATION AGREEMENTDrug Discovery Collaboration Agreement • June 30th, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
This DRUG DISCOVERY COLLABORATION AGREEMENT (the “Agreement”), effective as of July 3, 2013 (the “Effective Date”), is made by and between Array BioPharma Inc., a Delaware corporation, having a principal place of business at 3200 Walnut Street, Boulder, Colorado 80301 (“Array”), and Loxo Oncology, Inc., a Delaware corporation, having an address at c/o Aisling Capital, 888 7th Avenue, 30th Floor, New York, New York 10106 (“Loxo”).
EXECUTION VERSION Date: 28 July 2017Loxo Oncology, Inc. • November 2nd, 2017 • Pharmaceutical preparations • England
Agreement for the Assignment of Patents and other Rights and for the Novation of certain Agreements, including for Product Manufacturing
LOXO ONCOLOGY, INC. March 15, 2015Separation Agreement • March 20th, 2015 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
This letter confirms the agreement (“Agreement”) between you and Loxo Oncology, Inc. (the “Company”) concerning the terms of your transition and separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue now and upon the Separation Date (defined below) as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BAYER CONSUMER CARE AG and LOXO ONCOLOGY, INC. November 14, 2017License, Development and Commercialization Agreement • March 1st, 2018 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
This LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is entered into as of November 14, 2017 (the “Effective Date”) by and between:
Sub-Lease AgreementSub-Lease Agreement • June 30th, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
This Sub-Lease made this 22nd day of November, 2013, by and between Tyr Energy, Inc., having an office at 7500 College Boulevard, Suite 400, Overland Park, Kansas 66210 (hereinafter referred to as “Sub-Lessor”) and Loxo Oncology, Inc., having an address of 1 Landmark Square, Stamford, Connecticut 06901 (hereinafter referred to as “Sub - Lessee”).
AMENDMENT NO. 5 TO DRUG DISCOVERY COLLABORATION AGREEMENTDrug Discovery Collaboration Agreement • March 15th, 2016 • Loxo Oncology, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO.5 TO DRUG DISCOVERY COLLABORATION AGREEMENT (“Amendment”), effective February 18, 2016 (the “Amendment Date”), is by and between Array BioPharma Inc., a Delaware corporation (“Array”), and Loxo Oncology, Inc., a Delaware corporation (“Loxo”).
AMENDMENT TO LEASELease Agreement • March 1st, 2018 • Loxo Oncology, Inc. • Pharmaceutical preparations • Connecticut
This Exhibit is attached to and made a part of the Amendment to Lease by and between ONE STAMFORD PLAZA OWNER LLC, a Delaware limited liability company (“Landlord”) and LOXO ONCOLOGY, INC., a Delaware corporation (“Tenant”), for space on the 8th floor of the Building known as Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut (the “Building”).
LANDMARK SQUARE 1-6 LLC c/o SL Green Realty Corp. New York, New York 10170Lease Agreement • May 14th, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
Re: (i) That certain lease agreement dated as of February 8, 2008 (the “Original Lease”), between Landmark Square 1-6 LLC, as landlord (“Landlord”) and Tyr Energy, Inc., as tenant (“Tenant”), covering certain space located on a portion of the seventh (7th) floor (the “Original Premises”) in the building known as One Landmark Square, Stamford, Connecticut (the “Building”), which Original Lease was thereafter modified by that certain First Lease Modification and Substitution of Space Agreement dated as of August 10, 2012, whereby Tenant relocated from the Original Premises to certain space located on the eleventh (11th) floor of the Building (“Eleventh Floor”) (said lease agreement, as so modified, is hereinafter referred to as the “Lease” and the premises demised thereunder, i.e. the Eleventh Floor is hereinafter referred to as the “Premises”); and
AMENDMENT NO. 3 TO DRUG DISCOVERY COLLABORATION AGREEMENTDrug Discovery Collaboration Agreement • March 27th, 2015 • Loxo Oncology, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO.3 TO DRUG DISCOVERY COLLABORATION AGREEMENT (this “Amendment”) effective as of October 13, 2014 (the “Amendment Date”), is made by and between Array BioPharma Inc., a Delaware corporation (“Array”), and Loxo Oncology, Inc., a Delaware corporation (“Loxo”).
AMENDMENT NO. 4 TO DRUG DISCOVERY COLLABORATION AGREEMENTDrug Discovery Collaboration Agreement • May 14th, 2015 • Loxo Oncology, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 4 TO DRUG DISCOVERY COLLABORATION AGREEMENT (this “Amendment”) effective as of March 31, 2015 (the “Amendment Date”), is made by and between Array BioPharma Inc., a Delaware corporation (“Array”), and Loxo Oncology, Inc., a Delaware corporation (“Loxo”).
LOXO ONCOLOGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 21st, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of July 21, 2014 by and among Loxo Oncology, 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,” any Additional Purchaser that becomes a party to this Agreement in accordance with Section 7.14 hereof and any holder of a Lender Warrant that becomes a party to this Agreement in accordance with Section 7.14 hereof.
