Number of Shares] Nivalis Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • New York
ALPINE IMMUNE SCIENCES, INC. $100,000,000 OF SHARES OF COMMON STOCK SALES AGREEMENTSales Agreement • April 28th, 2023 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • New York
Alpine Immune Sciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
LEASE AGREEMENTLease Agreement • May 9th, 2019 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 14th day of March, 2019, between ARE-SEATTLE NO. 28, LLC, a Delaware limited liability company (“Landlord”), and ALPINE IMMUNE SCIENCES INC., a Delaware corporation (“Tenant”).
ALPINE IMMUNE SCIENCES, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 11th, 2018 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • New York
As further set forth in this equity distribution agreement (this “Agreement”), Alpine Immune Sciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on the terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 hereof on the number of Shares issued and sold hereunder shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection therewith.
ALPINE IMMUNE SCIENCES, INC. 13,606,000 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTAlpine Immune Sciences, Inc. • September 21st, 2022 • Pharmaceutical preparations • New York
ALPINE IMMUNE SCIENCES, INC. $75,000,000 OF SHARES OF COMMON STOCK SALES AGREEMENTAlpine Immune Sciences, Inc. • July 2nd, 2021 • Pharmaceutical preparations • New York
Alpine Immune Sciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 26, 2019 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), ALPINE IMMUNE...Loan and Security Agreement • August 28th, 2019 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 10, 2024, AMONG VERTEX PHARMACEUTICALS INCORPORATED, ADAMS MERGER SUB, INC. AND ALPINE IMMUNE SCIENCES, INC.Agreement and Plan of Merger • April 10th, 2024 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2024 (this “Agreement” and, such date, the “Agreement Date”), by and among Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“Parent”), Adams Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Alpine Immune Sciences, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2019 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 15, 2019, by and among Alpine Immune Sciences, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2016 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of April 18, 2016, is between Nivalis Therapeutics, Inc., a Delaware corporation (the “Company”), and David M. Rodman, M.D. (“Employee”).
FORM OF SUPPORT AGREEMENTForm of Support Agreement • April 18th, 2017 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of [_], 2017, is by and between Alpine Immune Sciences, Inc., a Delaware corporation (the “Company”), and the Person set forth on Schedule A (the “Stockholder”).
ContractNivalis Therapeutics, Inc. • May 13th, 2015 • Pharmaceutical preparations • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
AMENDMENT to the EMPLOYMENT AGREEMENT Effective November 1, 2012 between Nivalis Therapeutics, Inc. (formerly known as N30 Pharmaceuticals, Inc.) and Janice M. Troha (“Employee”)Employment Agreement • May 13th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations
WHEREAS, Nivalis Therapeutics, Inc. (formerly known as N30 Pharmaceuticals, Inc. (“Company”)) and the Employee entered into an employment agreement (the “Agreement”) effective as of November 1, 2012;
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of November 1, 2012, is between N30 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Janice M. Troha (“Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTNoncompete Agreement • May 13th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Colorado
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of December 15, 2014 by and between N30 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Sherif Gabriel (“Employee”) and amends that certain Employment Agreement between the Company and Employee dated November 1, 2012 (the “Employment Agreement”).
NIVALIS THERAPEUTICS, INC. (formerly known as N30 Pharmaceuticals, Inc.) STOCK OPTION AGREEMENT2012 Stock Incentive Plan • June 25th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Nivalis Therapeutics, Inc. (formerly known as N30 Pharmaceuticals, Inc.) (the “Company”) hereby grants to the Grantee listed below (the “Grantee”) an option (the “Option”) to purchase the number shares of Common Stock (“Stock”) of the Company set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement (the “Option Agreement”) including the Exhibits attached hereto, as follows:
ALPINE IMMUNE SCIENCES, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2018 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • Washington
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 1, 2018 (the “Effective Date”) between Alpine Immune Sciences, Inc. (the “Company”), and Paul Rickey (“Executive”) (collectively referred to as the “Parties” or individually as a “Party”).
ALPINE IMMUNE SCIENCES, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2023 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • Washington
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 1, 2020 (the “Effective Date”) between Alpine Immune Sciences, Inc. (the “Company”), and Remy Durand (“Executive”) (collectively referred to as the “Parties” or individually as a “Party”).
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 13th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of November 18, 2014, by and among N30 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the holders of capital stock of the Company listed on Schedule A hereto (each a “Stockholder” and together the “Stockholders”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 10th, 2024 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 10, 2024, is entered into by and among Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“Parent”), Adams Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), each of the stockholders of Alpine Immune Sciences, Inc., a Delaware corporation (“Company”), set forth on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”) and, solely for purposes of Section 1.1, the Company. 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).
AMENDMENT to the EMPLOYMENT AGREEMENT between Nivalis Therapeutics, Inc. (formerly known as N30 Pharmaceuticals, Inc.) and Jon Congleton (“Employee”)Employment Agreement • May 13th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations
WHEREAS, Nivalis Therapeutics, Inc. (formerly known as N30 Pharmaceuticals, Inc. (the “Company”)) and the Employee entered into an employment agreement (the “Agreement”) effective as of January 1, 2015;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2019 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2019, by and among Alpine Immune Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDMENT TO LEASELease • May 13th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Colorado
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made effective as of the 5th day of December, 2014, by and between AWEIDA PROPERTIES, INC., a Colorado corporation (“Landlord”), and N30 PHARMACEUTICALS, INC. a Delaware Corporation (“Tenant”) to that certain lease dated March 11, 2010 by and between Landlord and Tenant (the “Lease”). Capitalized terms used herein which are defined in the Lease shall have the meanings therein stated.
ALPINE IMMUNE SCIENCES, INC.Equity Incentive Plan • June 14th, 2018 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • Washington
Unless otherwise defined herein, the terms defined in the Alpine Immune Sciences, Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement including the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, and the exhibits attached thereto (all together, the “Option Agreement”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • February 13th, 2017 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Colorado
This Confidential Separation Agreement and General Release (this “Agreement”) is entered into by and between Nivalis Therapeutics, Inc. (“EMPLOYER”) and Jon Congleton (“EMPLOYEE”). For purposes of this Agreement, EMPLOYER includes TriNet Group, Inc. (“TriNet”) as well as any company related to EMPLOYER, in the past or present; the past and present officers, directors, employees, shareholders, attorneys, agents, insurers and representatives of EMPLOYER; any present or past employee benefit plan sponsored by EMPLOYER and/or the officers, directors, trustees, administrators, employees, attorneys, agents, insurers and representatives of such plan; and any person who acted on behalf of EMPLOYER or on instruction from EMPLOYER.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of August 7, 2013, is between N30 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Charles H. Scoggin (“Employee”).
SECOND AMENDMENT TO LEASELease • May 13th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made effective as of the Eleventh day of February, 2015, by and between AWEIDA PROPERTIES, INC., a Colorado corporation (“Landlord”), and N30 PHARMACEUTICALS, INC. a Delaware Corporation (formerly, and identified in the Lease as, a Delaware Limited Liability Company) (“Tenant”) to that certain lease dated March 11, 2010 by and between Landlord and Tenant (the “Lease”), as amended by that certain First Amendment to Lease dated December 5, 2014, for the lease of Premises located at 3122 Sterling Circle, Suite 200, Boulder, Colorado 80301. Capitalized terms used herein which are defined in the Lease shall have the meanings therein stated.
Vertex Enters Into Agreement to Acquire Alpine Immune Sciences - Alpine is a clinical stage biotechnology company focused on discovering and developing innovative, protein-based immunotherapies - - Alpine’s lead product, povetacicept, demonstrated...Enters Into Agreement • April 10th, 2024 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations
BOSTON and SEATTLE (BUSINESS WIRE) – April 10, 2024—Vertex Pharmaceuticals Incorporated (Nasdaq: VRTX) and Alpine Immune Sciences, Inc. (Nasdaq: ALPN), a biotechnology company focused on discovering and developing innovative, protein-based immunotherapies, today announced that the companies have entered into a definitive agreement under which Vertex will acquire Alpine for $65 per share or approximately $4.9 billion in cash. The transaction was unanimously approved by both the Vertex and Alpine Boards of Directors and is anticipated to close later this quarter.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2020 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 24, 2020, by and among Alpine Immune Sciences, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • July 20th, 2017 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Colorado
This Separation Agreement and General Release (this “Agreement”) is entered into by and between Nivalis Therapeutics, Inc. (“EMPLOYER”) and Janice Troha (“EMPLOYEE”). For purposes of this Agreement, EMPLOYER includes TriNet Group, Inc. (“TriNet”) as well as past and present parents, subsidiaries, divisions, units, related companies, affiliates, successors and assigns, officers, directors, employees, shareholders, attorneys, agents, insurers and representatives of EMPLOYER; any present or past employee benefit plan sponsored by EMPLOYER and/or the officers, directors, trustees, administrators, employees, attorneys, agents, insurers and representatives of such plan; and any person who acted on behalf of EMPLOYER or on instruction from EMPLOYER.
LEASELease • May 13th, 2015 • Nivalis Therapeutics, Inc. • Pharmaceutical preparations • Colorado
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 28th, 2018 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 16, 2016 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ALPINE IMMUNE SCIENCES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2018 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • Washington
This Employment Agreement (“Agreement”) is made as of August 14, 2016, by and between Alpine Immune Sciences, Inc., a Delaware corporation (“Company”), and Dr. Stanford Peng, MD, an individual (“Executive”). Each of Company and Executive may be referred to individually as a “party” or collectively as the “parties.”
OPTION AND LICENSE AGREEMENTOption and License Agreement • August 11th, 2020 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations • Delaware
This Option and License Agreement (the “Agreement”) is made and entered into effective as of June 17, 2020 (the “Effective Date”) by and between Alpine Immune Sciences Inc., a Delaware corporation having its principal place of business at 188 East Blaine St, Suite 200, Seattle, WA 98102, United States (“Licensor”), and AbbVie Ireland Unlimited Company, an Irish private unlimited company (“AbbVie”). Licensor and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AND RESEARCH AGREEMENTLicense and Research Agreement • October 24th, 2017 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations
If any milestone event is achieved for a Licensed Product before any of the preceding milestone events are achieved for such Licensed Product, then all the milestone payments for such unachieved preceding milestone events will be due and payable with the milestone payment for the milestone event that was achieved. For example, if Regulatory Approval for a Licensed Product is achieved from a [****] without the need to conduct a [****], then the milestone payment of $[****] would be payable along with the milestone payment of $[****] for such Licensed Product.
