3,375,527 Shares GLOBAL BLOOD THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2019 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 3,375,527 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 506,329 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
GLOBAL BLOOD THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 201[●] Subordinated Debt SecuritiesIndenture • October 14th, 2016 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
GLOBAL BLOOD THERAPEUTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 17, 2021 1.875% Convertible Senior Notes due 2028Indenture • December 17th, 2021 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of December 17, 2021 between GLOBAL BLOOD THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
●] Shares Global Blood Therapeutics, Inc. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2015 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
This letter is being delivered to you in connection with the offering by Global Blood Therapeutics, Inc. (the “Company”) of [●] shares of common stock, $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to shares of Common Stock (the “Shares”).
GLOBAL BLOOD THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 23rd, 2017 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
GLOBAL BLOOD THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 8th, 2015 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of December 22, 2014, by and among Global Blood 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”.
LEASE AGREEMENTLease Agreement • July 8th, 2015 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 29th day of June, 2012, between ARE-EAST JAMIE COURT, LLC, a Delaware limited liability company (“Landlord”), and GLOBAL BLOOD THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
GLOBAL BLOOD THERAPEUTICS, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 31st, 2015 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] [ ], 201[ ] by and between Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
AMENDED AND RESTATED LOAN AGREEMENT Dated as of December 14, 2021 among GLOBAL BLOOD THERAPEUTICS, INC. (as Borrower), BIOPHARMA CREDIT PLC (as Collateral Agent), BPCR LIMITED PARTNERSHIP (as a Lender) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP...Loan Agreement • February 23rd, 2022 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
WHEREAS, pursuant to the Loan Agreement dated as of December 17, 2019 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Borrower, the Collateral Agent and the other parties thereto, Lenders agrees to make extensions of credit to Borrower upon the terms and subject to the conditions set forth therein;
ContractUnderwriting Agreement • June 20th, 2016 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
License AgreementLicense Agreement • March 29th, 2019 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”)
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER GLOBAL BLOOD THERAPEUTICS, INC.Non-Qualified Stock Option Agreement • January 25th, 2017 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Global Blood Therapeutics, Inc. 2017 Inducement Equity Plan as amended through the date hereof (the “Plan”), Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. For the avoidance of doubt, this Stock Option is not issued under the Company’s 2015 Stock Option and Incentive Plan, and does not reduce the share reserve under such equity plan. This Stock Option has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market, Inc. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Inter
June 17, 2019 Eric Fink Dear Eric,Employment Agreement • August 7th, 2019 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • California
ASSIGNMENT AND ASSUMPTION OF LEASE (400 East Jamie Court)Assignment and Assumption of Lease • July 8th, 2015 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • California
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (“AGREEMENT”) is dated, for reference purposes only, as of October 22, 2014, and is entered into by and between by Myokardia, Inc., a Delaware corporation (“Assignor”) and Global Blood Therapeutics, Inc., a Delaware corporation (“Assignee”). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Lease (as defined below).
LICENSE AND COLLABORATION AGREEMENT by and between SYROS PHARMACEUTICALS, INC. and GLOBAL BLOOD THERAPEUTICS, INC. Dated as of December 17, 2019License and Collaboration Agreement • February 26th, 2020 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of December 17, 2019 (the “Effective Date”), by and between Syros Pharmaceuticals, Inc., a Delaware corporation (“Syros”), having its principal office at 35 CambridgePark Drive, Cambridge, MA 02140, and Global Blood Therapeutics, Inc., a Delaware corporation (“GBT”), having its principal office at 171 Oyster Point Blvd, Suite 300, South San Francisco, CA 94080. GBT and Syros are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
SUBLEASESublease • November 9th, 2016 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations
THIS SUBLEASE, dated September 15, 2016, is entered into by and between NEXSTEPPE INC., a Delaware corporation (“Sublandlord”), and GLOBAL BLOOD THERAPEUTICS, INC., a Delaware corporation (“Subtenant”).
SUMMARY OF BASIC LEASE INFORMATIONLease • March 22nd, 2017 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • California
July 10, 2015 (Revised)Separation Agreement • March 29th, 2016 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations
This letter confirms our agreement concerning your departure from Global Blood Therapeutics, Inc. (the “Company”). Your last day of employment with the Company will be June 18, 2015 (the “Separation Date”).
LICENSE AGREEMENT between SANOFI and GLOBAL BLOOD THERAPEUTICS Dated as of March 12, 2021License Agreement • May 5th, 2021 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made and entered into as of March 12, 2021 (the “Effective Date”) by and between Sanofi, a French corporation, having offices at 54, rue la Boétie, 75008 Paris (“Sanofi” or “Licensor”), and Global Blood Therapeutics, Inc., a Delaware corporation, with a principal office at 181 Oyster Point Boulevard, South San Francisco, CA, 94080 USA (“GBT” or “Licensee”). Sanofi and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER GLOBAL BLOOD THERAPEUTICS, INC.Restricted Stock Unit Award Agreement • January 25th, 2017 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Global Blood Therapeutics, Inc. 2017 Inducement Equity Plan as amended through the date hereof (the “Plan”), Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. For the avoidance of doubt, the Award is not issued under the Company’s 2015 Stock Option and Incentive Plan, and does not reduce the share reserve under such equity plan. This Award is granted as an “employment inducement award” pursuant to the exemption provided by Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc.
GLOBAL BLOOD THERAPEUTICS, INC. FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 29th, 2016 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This First Amendment (the “Amendment”) to Amended and Restated Investors’ Rights Agreement is made and entered into as of January 26, 2016 by and among Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned Investors. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement (as defined below).
October 21, 2016 Eleanor L. Ramos, M.D. Re: Separation from Employment Dear Leni:Separation Agreement • March 13th, 2017 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations
This letter confirms our agreement concerning your departure from Global Blood Therapeutics, Inc. (the “Company”). Your last day of employment with the Company will be October 24, 2016 (the “Separation Date”).
GLOBAL BLOOD THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 5th, 2020 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (“SVB Leerink”), as follows:
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of August 7, 2022 among PFIZER INC., RIBEYE ACQUISITION CORP. and GLOBAL BLOOD THERAPEUTICS, INC.Agreement and Plan of Merger • August 8th, 2022 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 7, 2022 (this “Agreement”), among Pfizer Inc., a Delaware corporation (“Parent”), Ribeye Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 5th, 2022 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations
FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2022 (this “Supplemental Indenture”), between Global Blood Therapeutics, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association organized under the laws of the United States, as trustee (the “Trustee”), to the Indenture, dated as of December 17, 2021 between such parties (the “Indenture”) governing the 1.875% Convertible Senior Notes due 2028 (the “Notes”). All references to the “Indenture” shall be to the Indenture and, as applicable, this Supplemental Indenture.
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • August 8th, 2022 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No.1 (the “Amendment”) to the License Agreement effective as of March 12, 2021 (the “Agreement”) is made and entered into as of April 15th, 2022 (the “Amendment Effective Date”) by and between Sanofi, a French corporation located at 54, rue La Boétie, 75008 Paris, France (“Sanofi”) and Global Blood Therapeutics, Inc., a Delaware corporation located at 181 Oyster Point Boulevard, South San Francisco, CA, 94080 USA (“Licensee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
FIRST AMENDMENT TO LEASELease • August 30th, 2018 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 29th day of August, 2018, by and between HCP OYSTER POINT III LLC, a Delaware limited liability company (“Landlord”), and GLOBAL BLOOD THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
