Reneo Pharmaceuticals, Inc. Sample Contracts

RENEO PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt Securities
Indenture • November 13th, 2023 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [•], 20__, among RENEO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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6,875,000 Shares Reneo Pharmaceuticals, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • May 5th, 2023 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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RENEO PHARMACEUTICALS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT
Sales Agreement • November 13th, 2023 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Reneo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:

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RENEO PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________
Preferred Stock Warrant Agreement • November 13th, 2023 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RENEO PHARMACEUTICALS, 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”).

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RENEO PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________
Warrant Agreement • November 13th, 2023 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RENEO PHARMACEUTICALS, 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”).

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ONKURE THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 8th, 2024 • OnKure Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [DATE], and is between OnKure Therapeutics, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).

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RENEO PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________
Warrant Agreement • November 13th, 2023 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RENEO PHARMACEUTICALS, 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”).

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RENEO PHARMACEUTICALS, INC. INDEMNITY AGREEMENT
Indemnification Agreement • March 19th, 2021 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [________], 2021, is made by and between RENEO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [________] (“Indemnitee”).

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RENEO PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • April 5th, 2021 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Employment Agreement (the “Agreement”), is made and entered into as of March 16, 2021 (the “Effective Date”), by and between Vineet R. Jindal (“Executive”) and Reneo Pharmaceuticals, Inc. (the “Company”).

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CONSULTING AGREEMENT
Consulting Agreement • August 13th, 2024 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Consulting Agreement (this “Agreement”) dated as of May 10 2024, is entered into by and between Reneo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Ashley Hall (“Consultant”).

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LICENSE AGREEMENT * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE RENEO PHARMACEUTICALS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO...
License Agreement • March 19th, 2021 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into as of December 21, 2017 (the “Effective Date”) by and between RENEO PHARMACEUTICALS, INC., a Delaware corporation (“Reneo”), having a place of business at 12730 High Bluff Drive, Suite 160, San Diego, CA 92130, USA, and VTV THERAPEUTICS LLC, a limited liability company organized under the laws of Delaware (“vTv”), with its principal place of business at 4170 Mendenhall Oaks Pkwy, High Point, NC 27265. Reneo and vTv are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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ONKURE THERAPEUTICS, INC. STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT
Stock Option Agreement • August 19th, 2024 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

Unless otherwise defined herein, each capitalized term used in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (the “Option Agreement”), will have the meaning given such term in the OnKure Therapeutics, Inc. (the “Company”) 2024 Equity Incentive Plan (the “Plan”).

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ONKURE THERAPEUTICS, INC. OUTSIDE DIRECTOR COMPENSATION POLICY
Outside Director Compensation Policy • October 8th, 2024 • OnKure Therapeutics, Inc. • Pharmaceutical preparations

Reneo Pharmaceuticals, Inc. (which, as of the Closing, as defined in that certain Agreement and Plan of Merger entered into by and among Reneo Pharmaceuticals, Inc., Radiate Merger Sub I, Inc., Radiate Merger Sub II, LLC, and OnKure, Inc., dated May 10, 2024, as may be amended from time to time (the “Merger Agreement”) is expected to operate under the name, “OnKure Therapeutics, Inc.”) (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) who are not employees represents an effective tool to attract, retain and reward such Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s 2024 Equity Incentive Plan, as amended from time to time, or if such plan no longer is in use at the time of the grant of an equity award, the meaning given such term or similar term in the equity plan then in pla

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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 13th, 2024 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of May 10, 2024 (the “Effective Date”), by and among Reneo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the individuals and entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).

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ONKURE, INC. EMPLOYMENT AGREEMENT
Employment Agreement • October 8th, 2024 • OnKure Therapeutics, Inc. • Pharmaceutical preparations • Colorado

This Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and among OnKure, Inc. (the “Company”), Reneo Pharmaceuticals, Inc., (which following the Effective Date (as defined below), will be OnKure Therapeutics, Inc.) (“OnKure”) and [NAME] (“Executive”). Certain capitalized terms used in this Agreement are defined in Section 11.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 8th, 2024 • OnKure Therapeutics, Inc. • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of October 4, 2024, by and among Reneo Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several investors signatory hereto (each, an “Investor” and collectively, the “Investors”).

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RENEO PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2021 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Employment Agreement (the “Agreement”), is made and entered into as of October 11, 2021 (the “Effective Date”), by and between Ashley F. Hall, JD (“Executive”) and Reneo Pharmaceuticals, Inc. (the “Company”).

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RENEO PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 19th, 2021 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 9, 2020 by and among Reneo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” any additional investor that becomes a party to this Agreement in accordance with Section 7.10 hereof, and vTv Therapeutics LLC (“vTv”), provided that vTv shall only be party to this Agreement for the limited purposes of Section 3 (in the capacity as a Holder), Section 4 (in the capacity as a Major Investor), and Section 7, and, for the avoidance of doubt, shall not have any rights as an Investor for purposes of Section 2 and Section 5.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K. On May 10, 2024, Reneo entered into the Merger Agreement...
Merger Agreement • October 8th, 2024 • OnKure Therapeutics, Inc. • Pharmaceutical preparations
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AGREEMENT AND PLAN OF MERGER by and among RENEO PHARMACEUTICALS, INC. RADIATE MERGER SUB I, INC. RADIATE MERGER SUB II, LLC and ONKURE, INC. Dated as of May 10, 2024
Merger Agreement • May 13th, 2024 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 10, 2024, by and among Reneo Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Radiate Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub I”), Radiate Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II”, and together with Merger Sub I, “Merger Subs”) and OnKure, Inc., a Delaware corporation (the “Company”). Parent, the Merger Subs and the Company are referred to herein collectively as the “Parties” and individually as a “Party.”

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LOCK-UP AGREEMENT
Lock-Up Agreement • May 13th, 2024 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Reneo Pharmaceuticals, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of May 10, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Radiate Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Radiate Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II”) and OnKure, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Lock-Up Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 5th, 2023 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 2, 2023, is made by and among RENEO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).

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ONKURE, INC. COMPANY SUPPORT AGREEMENT
Company Support Agreement • May 13th, 2024 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of [•], 2024 is made by and among Reneo Pharmaceuticals, Inc., a Delaware corporation (“Parent”), OnKure, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of capital stock (the “Shares”) of the Company.

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February 2, 2022 Vineet R. Jindal 5521 Linmore Lane Plano, TX 75093 Re:Transition, Separation and Consulting Agreement
Transition, Separation and Consulting Agreement • March 23rd, 2022 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This letter sets forth the substance of the transition, separation and consulting agreement (the “Agreement”) that Reneo Pharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.

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RENEO PHARMACEUTICALS, INC. PARENT SUPPORT AGREEMENT
Parent Support Agreement • May 13th, 2024 • Reneo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS PARENT SUPPORT AGREEMENT (this “Agreement”), dated as of [•], 2024 is made by and among Reneo Pharmaceuticals, Inc., a Delaware corporation (“Parent”), OnKure, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of capital stock (the “Shares”) of Parent.

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