TURNING POINT THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt SecuritiesIndenture • May 15th, 2020 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 20 , among Turning Point Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
TURNING POINT THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • May 15th, 2020 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Turning Point 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”).
Turning Point Therapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • October 27th, 2020 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • New York
Turning Point Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,597,702 shares of the Company’s common stock, par value $0.0001 per share (“Stock”, and such shares, the “Firm Shares”) and, at the election of the Underwriters, up to 689,655 additional shares (the “Optional Shares”) of Stock. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
TURNING POINT THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • May 15th, 2020 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Turning Point 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 AGREEMENTIndemnity Agreement • April 8th, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between TURNING POINT THERAPEUTICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE AGREEMENTLease Agreement • June 21st, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 19th day of June, 2019, between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and TURNING POINT THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
OPEN MARKET SALE AGREEMENT SMOpen Market Sale Agreement • August 10th, 2020 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • New York
LEASE BETWEENLease • April 13th, 2021 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LEASE is made as of April 9, 2021, by and between GATEWAY TORREY HILLS LLC, a Delaware limited liability company, hereafter called “Landlord,” and TURNING POINT THERAPEUTICS, INC., a Delaware corporation hereafter called “Tenant.”
ContractLicense Agreement • March 1st, 2021 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made as of January 10, 2021 (the “Effective Date”), by and between Turning Point Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“TPTX”), located at 10628 Science Center Drive, Suite 200, San Diego, California 92121, United States of America, and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”). TPTX and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SUMMARY OF BASIC LEASE INFORMATIONExtension Option Rider • March 21st, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
This Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between WALTON TORREY OWNER A, L.L.C., a Delaware limited liability company (“Landlord”), and TP THERAPEUTICS, INC., a Delaware corporation “Tenant”).
TURNING POINT THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2021 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”), is made and entered into as of 22-June-2021 by and between Paolo Tombesi (“Executive”) and Turning Point Therapeutics, Inc. (the “Company”).
TP THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for YISHAN (PETER) LI, PH.D., M.B.A.Employment Agreement • March 21st, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”), is made and entered into effective as of September 29, 2018 (the “Effective Date”), by and between Yishan (Peter) Li (“Executive”) and TP Therapeutics, Inc. (the “Company”).
AGREEMENT AND PLAN OF MERGER among: TURNING POINT THERAPEUTICS, INC., a Delaware corporation; BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation; and RHUMBA MERGER SUB INC., a Delaware corporation Dated as of June 2, 2022Agreement and Plan of Merger • June 3rd, 2022 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of June 2, 2022, by and among: BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“Parent”); RHUMBA MERGER SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and TURNING POINT THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TP THERAPEUTICS, INC. CONSULTING AGREEMENT EFFECTIVE DATE: November 14, 2017Consulting Agreement • March 21st, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
Turning Point Therapeutics, Inc.Consulting Agreement • February 28th, 2022 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
This letter sets forth the terms of the transition consulting agreement (the “Consulting Agreement”) that Turning Point Therapeutics, Inc. (the “Company”) is offering to you in connection with your resignation from the Company effective as of March 4, 2022 (“Separation Date”).
TURNING POINT THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for YI LARSONEmployment Agreement • July 29th, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”), is made and entered into as of July 25, 2019, by and between Yi Larson (“Executive”) and Turning Point Therapeutics, Inc. (the “Company”).
LICENSE AGREEMENTLicense Agreement • August 8th, 2022 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
This License Agreement (this “Agreement”) is made as of May 4, 2022 (the “Effective Date”), by and between Turning Point Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, with offices located at 10628 Science Center Drive, Suite 200, San Diego, California 92121, United States of America (“TPTX”), and LaNova Medicines Limited, a limited liability company organized and existing under the laws of the People’s Republic of China, with offices located at 999 Cailun Road, Building 1, F5, Pudong District, Shanghai, China, 201203 (“LaNova”). LaNova and TPTX may be referred to in this Agreement individually as a “Party” and together as the “Parties”.
TURNING POINT THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for Brian SunEmployment Agreement • May 10th, 2022 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”), is made and entered into as of 25-March-2022, by and between Brian Sun (“Executive”) and Turning Point Therapeutics, Inc. (the “Company”).
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • February 17th, 2021 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made as of the Execution Date (defined below) by and between REGULUS THERAPEUTICS INC., a Delaware corporation (“Assignor”), and TURNING POINT THERAPEUTICS, INC., a Delaware corporation (“Assignee”).
TURNING POINT THERAPEUTICS, INC.Employment Agreement • January 9th, 2020 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This letter sets forth the terms of the transition separation and consulting agreement (the “Agreement”) that Turning Point Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition.
CALLAN RIDGE LEASECallan Ridge • May 26th, 2021 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between HCP CALLAN ROAD, LLC, a Delaware limited liability company ("Landlord"), and TURNING POINT THERAPEUTICS, INC., a Delaware corporation ("Tenant").
Amendment No. 1 to License AgreementLicense Agreement • May 5th, 2021 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to License Agreement (this “Amendment No. 1”) is made effective as of March 31, 2021 (the “Amendment Effective Date”), by and between Turning Point Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“TPTX”) located at 10628 Science Center Drive, Suite 200, San Diego, California 92121, United States of America, and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”).
TURNING POINT THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”), is made and entered into as of October 30, 2019, by and between Mohammad Hirmand, M.D., (“Executive”) and Turning Point Therapeutics, Inc. (the “Company”).
FIRST AMENDMENTFirst Amendment • August 9th, 2021 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT (the "Amendment") is made and entered into as of June 11, 2021, by and between GATEWAY TORREY HILLS LLC, a Delaware limited liability company, hereafter called "Landlord," and TURNING POINT THERAPEUTICS, INC., a Delaware corporation, hereafter called "Tenant."
THIRD AMENDMENT TO LEASELease • June 21st, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of June 19, 2019, by and between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and TURNING POINT THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
TURNING POINT THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for SIEGFRIED REICH, PH.D.Employment Agreement • March 18th, 2020 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”), is made and entered into as of February 15, 2020, by and between Siegfried Reich, Ph.D., (“Executive”) and Turning Point Therapeutics, Inc. (the “Company”).
CLINICAL TRIAL COLLABORATION AGREEMENTClinical Trial Collaboration Agreement • February 28th, 2022 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
This CLINICAL TRIAL COLLABORATION AGREEMENT (this “Agreement”), dated as of October 13, 2021 (the “Effective Date”), is by and between EQRx, Inc., a Delaware corporation having a place of business at 50 Hampshire Street, Cambridge, MA 02139 (“EQRx”), and Turning Point Therapeutics, Inc., a Delaware corporation having a place of business at 10628 Science Center Drive, Suite 200, San Diego, CA 92121 (“TPT”). EQRx and TPT are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
TURNING POINT THERAPEUTICS, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for JINGRONG JEAN CUI, PH.D.Executive Employment Agreement • March 21st, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This Amended and Restated Executive Employment Agreement (this “Agreement”), is made and entered into effective as of January 17, 2019 (the “Effective Date”), by and between Jingrong Jean Cui (“Executive”) and Turning Point Therapeutics, Inc. (the “Company”).
Amendment No. 1 to Executive Employment AgreementExecutive Employment Agreement • August 8th, 2022 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Executive Employment Agreement (“Amendment”) between Turning Point Therapeutics, Inc. with its principal place of business at 10628 Science Center Drive, Suite 200, San Diego, CA 92121 (“Turning Point”) and Mohammad Hirmand, M.D. (“Executive”) is entered into between Turning Point and Executive effective as of May 20, 2022 (the “Amendment Effective Date”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 13th, 2021 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to Lease Agreement (this “First Amendment”) is made as of May 12, 2021 (“Effective Date”), by and between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and TURNING POINT THERAPEUTICS, INC., a Delaware corporation, as successor-in-interest to REGULUS THERAPEUTICS INC. (“Tenant”).
MUTUAL NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • June 17th, 2022 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Mutual Non-Disclosure Agreement (“Agreement”) is made effective as of March 6, 2022 (the “Effective Date”), by and between Turning Point Therapeutics, Inc., a Delaware corporation (“Turning Point”), and Bristol-Myers Squibb Company, a Delaware corporation (“Company”), for the purpose of assuring the protection and preservation of the confidential and/or proprietary nature of information to be made available by each party to the other in connection with the parties’ evaluation of a potential business relationship between the parties and/or their Affiliates (the “Authorized Purpose”). The parties hereby agree as follows:
FIRST AMENDMENT TO LEASELease • May 10th, 2022 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of August 31, 2021 (the "Effective Date"), by and between HCP CALLAN ROAD, LLC, a Delaware limited liability company ("Landlord"), and TURNING POINT THERAPEUTICS, INC., a Delaware corporation ("Tenant").
TURNING POINT THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for ANNETTE C. NORTHEmployment Agreement • April 8th, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”), is made and entered into as of March 20, 2019, by and between Annette C. North (“Executive”) and Turning Point Therapeutics, Inc. (the “Company”).
TP THERAPEUTICS, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 21st, 2019 • Turning Point Therapeutics, Inc. • Pharmaceutical preparations • California
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 18, 2018, by and among TP THERAPEUTICS, INC., a Delaware corporation (the “Company”) and certain investors of the Company (referred to hereinafter as the “Investors” and each individually as an “Investor”), including the purchasers of Series D Preferred Stock listed on EXHIBIT A hereto.
