Forty Seven, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • January 10th, 2020 • Forty Seven, Inc. • Pharmaceutical preparations • New York
Forty Seven, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
4,860,000 Shares FORTY SEVEN, INC. COMMON STOCK, PAR VALUE $ 0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2019 • Forty Seven, Inc. • Pharmaceutical preparations • New York
FORTY SEVEN, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • January 10th, 2020 • Forty Seven, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between FORTY SEVEN, 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”).
FORTY SEVEN, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • January 10th, 2020 • Forty Seven, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between FORTY SEVEN, 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”).
FORTY SEVEN, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • January 10th, 2020 • Forty Seven, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between FORTY SEVEN, 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”).
FORTY SEVEN, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2018 • Forty Seven, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , and is between FORTY SEVEN, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among: FORTY SEVEN, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and TORO MERGER SUB, INC., a Delaware corporation Dated as of March 1, 2020Merger Agreement • March 2nd, 2020 • Forty Seven, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 1, 2020, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Toro Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Forty Seven, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Assigned Capacity and Manufacturing Agreement for 2,000 L Scale (the “Agreement”)Assigned Capacity and Manufacturing Agreement • June 18th, 2018 • Forty Seven, Inc. • Pharmaceutical preparations • New York
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Gilead and Forty Seven Merger AgreementMerger Agreement • March 2nd, 2020 • Forty Seven, Inc. • Pharmaceutical preparations
EXCLUSIVE (EQUITY) AGREEMENTExclusive (Equity) Agreement • April 30th, 2018 • Forty Seven, Inc. • Pharmaceutical preparations • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Forty Seven, Inc. (“Forty Seven”), a corporation having a principal place of business at 353 Lowell Avenue, Palo Alto, California 94301, is effective on the 19th day of November, 2015 (“Effective Date”).
EXCLUSIVE (EQUITY) AGREEMENTExclusive Agreement • June 22nd, 2018 • Forty Seven, Inc. • Pharmaceutical preparations • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Forty Seven, Inc. (“Forty Seven”), a corporation having a principal place of business at 353 Lowell Avenue, Palo Alto, California 94301, is effective on the 19th day of November, 2015 (“Effective Date”).
FORTY SEVEN, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 23rd, 2018 • Forty Seven, Inc. • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 17, 2017, by and among FORTY SEVEN, INC., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
FORTY SEVEN, INC. EXECUTIVE EMPLOYMENT AGREEMENT for CHRIS TAKIMOTOExecutive Employment Agreement • March 23rd, 2018 • Forty Seven, Inc. • California
This Executive Employment Agreement (the “Agreement’), is made and entered into effective as of January 7, 2016, by and between Chris Takimoto (“Executive”) and Forty Seven, Inc. (the “Company’’).
November 10, 2016 Mark McCamishOffer of Employment • June 1st, 2018 • Forty Seven, Inc. • Pharmaceutical preparations
Forty Seven, Inc. (the “Company”) is pleased to offer you employment as the Company’s Chief Executive Officer and President on the terms and conditions set forth in this letter agreement (the “Agreement”).
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT by and between FORTY SEVEN, INC. and ONO PHARMACEUTICAL CO., LTD.Exclusive License and Collaboration Agreement • November 12th, 2019 • Forty Seven, Inc. • Pharmaceutical preparations • Delaware
This Exclusive License and Collaboration Agreement (this “Agreement”) effective as of July 10, 2019 (the “Effective Date”), is by and between Forty Seven, Inc., a Delaware corporation with an address at 1490 O'Brien Drive, Suite A, Menlo Park, CA 94025, United States (“Forty Seven”), and Ono Pharmaceutical Co., Ltd., a company organized and existing under the laws of Japan, with an address at 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka 541-8564, Japan (“Ono”). Forty Seven and Ono may be referred to herein each as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO LEASE Menlo Park, California 94025Lease • May 2nd, 2019 • Forty Seven, Inc. • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of April 28, 2019 (the “Effective Date”), by and between MENLO PREPI I, LLC, a Delaware limited liability company and TPI Investors 9, LLC, a California limited liability company (collectively, “Landlord”) and FORTY SEVEN, INC., a Delaware corporation (“Tenant”), being the parties to that certain Lease dated April 13, 2016 (the “Lease”), for the Premises described in the Lease as Suite A, B and E of 1409 O’Brien Drive, Menlo Park, California 94025 (the “Premises”), as the Premises is more particularly described on Exhibit “C” to the Lease.
GILEAD SCIENCES, INC. MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENTMutual Confidential Disclosure Agreement • March 10th, 2020 • Forty Seven, Inc. • Pharmaceutical preparations • Delaware
This Mutual Confidential Disclosure Agreement (“Agreement”) is made effective as of January 7, 2020 (the “Effective Date”) by and between Forty Seven, Inc., a Delaware corporation with offices at 1490 O’Brien Drive, Suite A, Menlo Park, California 94025, USA (“Company”), and Gilead Sciences, Inc., a Delaware corporation with offices at 333 Lakeside Drive, Foster City, California 94404, USA (together with its affiliates and subsidiaries, “Gilead”), and shall govern the disclosure by a party (“Discloser”) to the other party (“Recipient”).
ContractSettlement and License Agreement • November 13th, 2018 • Forty Seven, Inc. • Pharmaceutical preparations • England and Wales
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
