ARCUS BIOSCIENCES, INC, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ • ], 20__ Debt SecuritiesIndenture • April 2nd, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among Arcus Biosciences, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
Indemnification AgreementIndemnification Agreement • February 16th, 2018 • Arcus Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2018 by and between Arcus Biosciences, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Arcus Biosciences, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • April 2nd, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
Arcus Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ARCUS BIOSCIENCES, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • February 28th, 2023 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARCUS BIOSCIENCES, 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”).
ARCUS BIOSCIENCES, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • February 28th, 2023 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARCUS BIOSCIENCES, 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”).
ARCUS BIOSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • April 2nd, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARCUS BIOSCIENCES, 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”).
ARCUS BIOSCIENCES, INC. Common Stock ($0.0001 par value) Having an Aggregate Offering Price of up to Equity Distribution AgreementEquity Distribution Agreement • February 28th, 2023 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
Arcus Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Goldman Sachs & Co. LLC (“Goldman”) and SVB Securities LLC (“SVB Securities”) (each, a “Manager” and, collectively, the “Managers”) as follows:
Arcus Biosciences, Inc. 11,000,000 Shares Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • May 29th, 2020 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
CONFIDENTIAL TREATMENT REQUESTED OPTION AND LICENSE AGREEMENTOption and License Agreement • February 16th, 2018 • Arcus Biosciences, Inc. • Pharmaceutical preparations • California
THIS OPTION AND LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of September 19, 2017 (the “Effective Date”), by and between ARCUS BIOSCIENCES, INC., a company organized under the laws of State of Delaware, U.S.A., having a business address at 3928 Point Eden Way, Hayward, CA 94545, U.S.A. (“Arcus”), and TAIHO PHARMACEUTICAL CO., LTD., a corporation organized under the laws of Japan, having a business address at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan (“TAIHO”).
= CERTAIN INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED ARCUS BIOSCIENCES, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 13th, 2020 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of May 27, 2020, by and between Arcus Biosciences, Inc., a Delaware corporation (the “Company”), and Gilead Sciences, Inc., a Delaware corporation (“Gilead”).
ARCUS BIOSCIENCES, INC. InVESTor RIGHTS AGREEMENTInvestor Rights Agreement • July 13th, 2020 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
This Investor Rights Agreement (this “Agreement”) is made as of May 27, 2020 (the “Effective Date”), by and between Arcus Biosciences, Inc., a Delaware corporation (the “Company”) and Gilead Sciences, Inc., a Delaware corporation (“Gilead”).
ARCUS BIOSCIENCES, INC. February 14, 2018Employment Agreement • February 16th, 2018 • Arcus Biosciences, Inc. • Pharmaceutical preparations • California
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENT between ARCUS BIOSCIENCES, INC. and ABMUNO THERAPEUTICS LLCLicense Agreement • February 16th, 2018 • Arcus Biosciences, Inc. • Pharmaceutical preparations • California
This License Agreement (“Agreement”), effective as of December 8, 2016 (“Effective Date”), is by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545 and Abmuno Therapeutics LLC (“Abmuno”), with offices at 914 Channing Way, Berkeley, CA 94710. Arcus and Abmuno may be referred to in this Agreement individually as a “Party” or together as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENT between ARCUS BIOSCIENCES, INC. and WUXI BIOLOGICS (CAYMAN) INC.License Agreement • February 16th, 2018 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”), effective as of August 16, 2017 (“Effective Date”), is by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545, U.S.A., and WuXi Biologics (Cayman) Inc. (“WuXi”), with an address at Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Arcus and WuXi may be referred to in this Agreement individually as a “Party” or together as the “Parties.”
ARCUS BIOSCIENCES, INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • February 16th, 2018 • Arcus Biosciences, Inc. • Pharmaceutical preparations • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and Arcus Biosciences, Inc., a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 6th, 2024 • Arcus Biosciences, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 27, 2024 and is entered into by and among ARCUS BIOSCIENCES, INC., a Delaware corporation (“Company”), each of its Subsidiaries from time to time party hereto as borrower (individually or collectively with the Company, as the context may require, “Borrower”), and the several banks and other financial institutions or entities from time to time party hereto (each, a “Lender”, and collectively “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacity, including any successors or assigns, “Agent”).
AMENDMENT NO. 1 TO OPTION AND LICENSE AGREEMENTOption and License Agreement • November 8th, 2018 • Arcus Biosciences, Inc. • Pharmaceutical preparations • California
This Amendment No. 1 to the Option and License Agreement (this “Amendment”) is made and entered into effective as of September 1, 2018 (the “Amendment Effective Date”) by and between Arcus Biosciences, Inc., a company organized under the laws of State of Delaware, U.S.A., having a business address at 3928 Point Eden Way, Hayward, CA 94545, U.S.A. (“Arcus”), and TAIHO Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, having a business address at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan (“TAIHO”). Arcus and TAIHO are sometimes collectively referred to herein as the “Parties” and separately as a “Party.” Capitalized terms used herein but not defined herein shall have the meaning set forth in that certain Option and License Agreement made and entered into effective as of September 19, 2017, by and between Arcus and TAIHO (the “Agreement”).
= INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT ARCUS BIOSCIENCES, INC. TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 1 TO OPTION, LICENSE AND COLLABORATION AGREEMENTOption, License and Collaboration Agreement • February 23rd, 2022 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the Option, License and Collaboration Agreement, dated as of May 27, 2020 (the “Agreement”), is entered into as of November 17, 2021 (the “Amendment Execution Date”), by and between Gilead Sciences, Inc. (“Gilead”), and Arcus Biosciences, Inc. (“Arcus”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement to the extent defined therein.
AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • March 5th, 2020 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 2 (the “Amendment”) is made and entered into as of the date of last signature, by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545, U.S.A., and WuXi Biologics (Cayman) Inc. (“WuXi Biologics”), with an address at Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Arcus and WuXi Biologics may be referred to in this Amendment individually as a “Party” or together as the “Parties.”
Dated November 10, 2020 Arcus Biosciences, Inc. WuXi Biologics (Cayman) Inc.Assignment Agreement • February 25th, 2021 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
= INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT ARCUS BIOSCIENCES, INC. TREATS AS PRIVATE OR CONFIDENTIALOption, License and Collaboration Agreement • August 3rd, 2022 • Arcus Biosciences, Inc. • Pharmaceutical preparations
The letter agreement (“Letter Agreement”) makes reference to that certain Option, License and Collaboration Agreement (the “OLCA”), entered into as of May 27, 2020, as amended November 17, 2021, by and between Arcus Biosciences, Inc. (“Arcus”) and Gilead Sciences, Inc. (“Gilead”). Gilead and Arcus are referred to herein individually as a “Party” and collectively as “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the OLCA to the extent defined therein.
RE:AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • March 5th, 2020 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This letter hereby amends the separation agreement dated January 3, 2019 (the “Separation Agreement”) between you and Arcus Biosciences, Inc. (the “Company”). Any capitalized terms used and not otherwise defined in this amendment shall have the meaning ascribed to them in the Separation Agreement.
OPTION, LICENSE AND COLLABORATION AGREEMENT by and between Arcus Biosciences, Inc. and Gilead Sciences, Inc. dated as of May 27, 2020Option, License and Collaboration Agreement • August 6th, 2020 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS OPTION, LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of May 27, 2020 (the “Execution Date”), by and between ARCUS BIOSCIENCES, INC., a Delaware corporation having its principal place of business at 3928 Point Eden Way, Hayward, CA 94545, USA (“Arcus”), and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA, 94404, USA (“Gilead”). Arcus and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” For purposes of this Agreement, the capitalized terms defined in Appendix A or in other provisions of this Agreement shall have the meanings provided in Appendix A or such other provisions.
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 11th, 2022 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to the Investor Rights Agreement dated May 27, 2020 (“Agreement”), is entered into as of October 11, 2022 (the “Amendment Execution Date”), by and between Arcus Biosciences, Inc. (“Arcus”) and Gilead Sciences, Inc. (“Gilead”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement to the extent defined therein.
CERTAIN INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 2 TO OPTION, LICENSE AND COLLABORATION AGREEMENTOption, License and Collaboration Agreement • August 7th, 2023 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 2 (this “Amendment No. 2”) to the Option, License and Collaboration Agreement, dated as of May 27, 2020, as amended as of November 17, 2021 (collectively, the “Agreement”), is entered into as of May 12, 2023 (the “Amendment No. 2 Execution Date”), by and between Gilead Sciences, Inc. (“Gilead”), and Arcus Biosciences, Inc. (“Arcus”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement to the extent defined therein.
FOURTH AMENDMENT TO LEASELease • November 5th, 2020 • Arcus Biosciences, Inc. • Pharmaceutical preparations • California
This FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered into as of October 16, 2020, by and between HAYWARD POINT EDEN I LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and ARCUS BIOSCIENCES, INC., a Delaware corporation ("Tenant").
AMENDMENT NO. 3 TO LICENSE AGREEMENTLicense Agreement • August 5th, 2021 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 3 (the “Amendment”) is made and entered into as of May 10, 2021 (“Effective Date”), by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545, U.S.A., and WuXi Biologics Ireland Limited (successor-in-interest to WuXi Biologics (Cayman) Inc., “WuXi Biologics”), with an address at One Spencer Dock, North Wall Quay, Dublin 1, Ireland. Arcus and WuXi Biologics may be referred to in this Amendment individually as a “Party” or together as the “Parties.”
ARCUS BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 3, 2017Investors’ Rights Agreement • February 16th, 2018 • Arcus Biosciences, Inc. • Pharmaceutical preparations • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of November 3, 2017, by and among Arcus Biosciences, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors” and the Key Holders (as defined below), each of whom is herein referred to as a “Key Holder.”
= INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT ARCUS BIOSCIENCES, INC. TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 4 TO LICENSE AGREEMENTLicense Agreement • February 28th, 2023 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 4 (the “Amendment”) is made and entered into as of December 30, 2022 (“Effective Date”), by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545, U.S.A., and WuXi Biologics Ireland Limited (successor-in-interest to WuXi Biologics (Cayman) Inc., “WuXi”), with an address at One Spencer Dock, North Wall Quay, Dublin 1, Ireland. Arcus and WuXi may be referred to in this Amendment individually as a “Party” or together as the “Parties.”
January 3, 2019 Jennifer JarrettConsulting Agreement • March 5th, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This letter (the “Agreement”) confirms the agreement between you and Arcus Biosciences, Inc. (the “Company”) regarding your employment transition.
FIFTH AMENDMENT TO LEASELease • May 5th, 2021 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This FIFTH AMENDMENT TO OFFICE LEASE ("Fifth Amendment") is made and entered into as of the 1st day of April, 2021 (the "Effective Date"), by and between HAYWARD POINT EDEN I LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and ARCUS BIOSCIENCES, INC., a Delaware corporation ("Tenant").
= INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT ARCUS BIOSCIENCES, INC. TREATS AS PRIVATE OR CONFIDENTIALMemorandum • November 7th, 2023 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This memorandum (this “Memorandum”) is made and entered into effective as of July 27, 2023 (the “Effective Date”) by and between Arcus Biosciences, Inc., a company organized under the laws of State of Delaware, U.S.A., having a business address at 3928 Point Eden Way, Hayward, CA 94545, U.S.A. (“Arcus”), and TAIHO Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, having a business address at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan (“TAIHO”). Arcus and TAIHO are sometimes collectively referred to herein as the “Parties” and separately as a “Party.” Capitalized terms used herein but not defined herein shall have the meaning set forth in that certain Option and License Agreement made and entered into effective as of September 19, 2017, by and between Arcus and TAIHO, as amended September 1, 2018 and as may be further amended from time to time (the “Agreement”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • August 6th, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 (the “Amendment”) is made and entered into as of June 27, 2019 (“Effective Date”), by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545, U.S.A., and WuXi Biologics (Cayman) Inc. (“WuXi Biologics”), with an address at Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Arcus and WuXi Biologics may be referred to in this Amendment individually as a “Party” or together as the “Parties.”
AMENDMENT NO. 3 TO OPTION, LICENSE AND COLLABORATION AGREEMENTOption, License and Collaboration Agreement • February 21st, 2024 • Arcus Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 3 (this “Amendment No. 3”) to the Option, License and Collaboration Agreement, dated as of May 27, 2020, as amended as of November 17, 2021 and May 12, 2023 (collectively, the “Agreement”), is entered into as of January 28, 2024 (the “Amendment No. 3 Execution Date”), by and between Gilead Sciences, Inc. (“Gilead”), and Arcus Biosciences, Inc. (“Arcus”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement to the extent defined therein.
ARCUS BIOSCIENCES, INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • November 8th, 2018 • Arcus Biosciences, Inc. • Pharmaceutical preparations • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between _________ (“Executive”) and Arcus Biosciences, Inc., a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below.
