RAPT Therapeutics, Inc. Sample Contracts
RAPT Therapeutics, Inc. (a Delaware corporation) Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2020 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
Standard Contracts
RAPT THERAPEUTICS, INC. 4,054,055 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 22nd, 2022 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
RAPT 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 representatives (the “Representatives”), an aggregate of 4,054,055 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 608,108 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.”
RAPT THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 2023 Debt SecuritiesIndenture • August 11th, 2023 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20 , among RAPT THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
RAPT THERAPEUTICS, INC. INDEMNITY AGREEMENTIndemnification Agreement • July 22nd, 2019 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of between RAPT Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
RAPT THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF RAPT THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • August 11th, 2023 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RAPT 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”).
RAPT THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF RAPT THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • August 11th, 2023 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RAPT 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”).
RAPT THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF RAPT THERAPEUTICS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTWarrant Agreement • August 11th, 2023 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RAPT 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2022 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2022 by and among RAPT Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT RAPT THERAPEUTICS, INC.Security Agreement • December 23rd, 2024 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
This PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the registered holder hereof or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time on or after the Issue Date, to subscribe for and purchase from RAPT Therapeutics, Inc., a Delaware corporation (the “Company”), up to [•] shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Pre-Funded Common Stock Purchase Warrants issued in connection with the transactions contemplated by that certain Securities Purchase Agreement, dated as of December 23, 2024, by and among the Company and the Investors party thereto (the “Purchase Agreement”).
SUMMARY OF BASIC LEASE INFORMATIONLease • July 5th, 2019 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • California
RAPT Therapeutics, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 11th, 2023 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
On the date hereof, RAPT Therapeutics, Inc., a Delaware corporation (the “Company”), has filed or will file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 that contains a base prospectus as well as a sales agreement prospectus covering the offering, issuance and sale by the Company of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000. The parties agree to be legally bound by the terms of this Agreement effective immediately upon such registration statement being declared effective by the Commission.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2024 • RAPT Therapeutics, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2024, is entered into by and among RAPT Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2024 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • Delaware
July 10, 2019 Karen Lam Dear Karen,Employment Agreement • March 30th, 2020 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) sets forth the terms and conditions of your continued employment with RAPT Therapeutics, Inc. (“RAPT” or the “Company”). This Agreement supersedes and replaces all prior written employment agreements, offer letters, or oral promises regarding the subject matter herein, including, but not limited to, your initial August 24, 2017 offer letter agreement with the Company and your April 19, 2019 change in control agreement.
FLX BIO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 5th, 2019 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 18th day of December, 2018, by and among FLX Bio, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors” and amends and restates in its entirety the Prior Agreement (as defined below).
FIRST AMENDMENT TO LEASELease • July 5th, 2019 • RAPT Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into as of April 29, 2015, by and between HCP, INC., a Delaware corporation (“Landlord”), and FLX BIO, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO LEASELease • July 5th, 2019 • RAPT Therapeutics, Inc. • Pharmaceutical preparations
This THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made and entered into as of December 13, 2018 (the “Effective Date”), by and between HCP, INC., a Delaware corporation (“Landlord”), and FLX BIO, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASELease • July 5th, 2019 • RAPT Therapeutics, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made and entered into as of April 16, 2018 (the “Effective Date”), by and between HCP, INC., a Delaware corporation (“Landlord”), and FLX BIO, INC., a Delaware corporation (“Tenant”).
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT by and between MSD International GmbH and FLX Bio, Inc. Dated: November 1, 2018Clinical Trial Collaboration and Supply Agreement • July 22nd, 2019 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), is entered into as of November 1, 2018 (the “Effective Date”), by and between MSD International GmbH, having a place of business at Weystrasse 20, 6000 Luzern 6, Switzerland (“Merck”), and FLX Bio, Inc., having a place of business at 561 Eccles Ave., South San Francisco, CA 94080 (“FLX”). Merck and FLX are each referred to herein individually as “Party” and collectively as “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2022 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 24, 2022 by and among RAPT Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
March 19, 2019 Rekha Hemrajani Dear Rekha:Separation and Consulting Agreement • July 22nd, 2019 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • California
This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that FLX Bio, Inc. (the “Company”) is offering to you.
April 30, 2019 Rekha Hemrajani Dear Rekha:Separation and Consulting Agreement • July 22nd, 2019 • RAPT Therapeutics, Inc. • Pharmaceutical preparations
This letter is with regard to the separation and consulting agreement (the “Agreement”) between you and FLX Bio, Inc. (the “Company”) dated March 19, 2019. Under Section 4 of the Agreement, you agreed to repay the Company, within 30 days (i.e., by April 18, 2019), a total of $133,566.95 of principal and accrued interest (the “Loan Amount) owed by you to the Company.
RAPT Therapeutics, Inc. (formerly FLX) AMENDMENT NO. 1 TO CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • March 14th, 2023 • RAPT Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 (“Amendment No. 1”) to the Agreement (as defined below), is entered into as of the date of last signature hereunder (“Amendment No. 1 Effective Date”), is by and among MSD International GmbH (“MSDIG”), MSD International Business GmbH (“MSDIB” and, collectively with MSDIG, “MSD”), each having a place of business at Tribschenstrasse 60, 6005 Luzern, Switzerland, and RAPT Therapeutics, Inc. (“RAPT”) having a place of business at 561 Eccles Avenue, South San Francisco, CA, 94080. MSD and RAPT are each referred to herein individually as a “Party” and, collectively, the “Parties”.
Rapt Therapeutics AMENDMENT NO. 2 TO CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • March 7th, 2024 • RAPT Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 (“Amendment No. 2”) to the Agreement (as defined below), is entered into as of the date of last signature hereunder (“Amendment No. 2 Effective Date”), is by and among MSD International GmbH (“MSDIG”), MSD International Business GmbH (“MSDIB” and, collectively with MSDIG, “MSD”), each having a place of business at Tribschenstrasse 60, 6005 Luzern, Switzerland, and Rapt Therapeutics (‘RAPT”) having a place of business at 561 Eccles Avenue, South San Francisco, CA, 94080 MSD and RAPT are each referred to herein individually as a “Party” and, collectively, the “Parties”.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • February 4th, 2020 • RAPT Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of December 2, 2019 (the “Effective Date”) by and between RAPT THERAPEUTICS, INC., a corporation organized under the laws of the United States of America, having its principal place of business at 561 Eccles Avenue, South San Francisco, California, USA 94080 (“RAPT”) and HANMI PHARMACEUTICAL CO., LTD., a corporation organized under the laws of the Republic of Korea, headquartered at 14 Wiryesung-daero, Songpa-gu, Seoul, South Korea 05545 (“Hanmi”). RAPT and Hanmi are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENT by and between Shanghai Jemincare Pharmaceutical Co., Ltd. and RAPT Therapeutics, Inc. dated as of December 22, 2024License Agreement • December 23rd, 2024 • RAPT Therapeutics, Inc. • Pharmaceutical preparations
This LICENSE AGREEMENT (this “Agreement”) is entered into as of December 22, 2024 (the “Effective Date”) by and between Shanghai Jemincare Pharmaceutical Co., Ltd., a company incorporated in People’s Republic of China with an address of Lane 535, Huanqiao Road, Pudong, Shanghai, China (“Jemincare”), and RAPT Therapeutics, Inc., a company incorporated in Delaware with an address of 561 Eccles Ave., South San Francisco, CA 94080, United States (“RAPT”). Jemincare and RAPT are each referred to herein by name or as a “Party” or, collectively, as the “Parties”.
