Olema Pharmaceuticals, Inc. Sample Contracts

Underwriting Agreement Olema Pharmaceuticals, Inc. [·] Shares of Common Stock
Underwriting Agreement • November 16th, 2020 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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Olema Pharmaceuticals, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Debt Securities
Indenture • March 1st, 2022 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [·], 20__, among Olema Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and[TRUSTEE], as trustee (the “Trustee”):

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 30th, 2020 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____________ between Olema Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).

OLEMA PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENT
Sales Agreement • March 11th, 2024 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Olema Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. (the “Agent”), as follows:

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 5th, 2023 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of the Effective Date between SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (“Bank”) and OLEMA PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”). The parties agree as follows. The parties agree as follows:

November 13, 2020
Employment Agreement • November 16th, 2020 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

As you know, you are currently employed by Olema Pharmaceuticals, Inc. (the “Company”) as its Chief Development Officer, pursuant to the terms of an offer letter from the Company dated June 15, 2020 (the “Offer Letter”). In connection with your continuing employment, you and the Company are hereby agreeing to the amended terms of employment set forth herein. The terms set forth in this offer letter (“Agreement”) amend, restate, supersede and replace the terms set forth in the Offer Letter in their entirety.

Olema Pharmaceuticals, Inc.
Employment Agreement • September 21st, 2020 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • California

You are currently employed by Olema Pharmaceuticals, Inc. (the “Company”) as its Chief Scientific Officer. The terms and conditions in this letter (the “Agreement”) will become effective as of the date above, and will supersede and replace the terms and conditions set forth in your offer letter from the Company dated March 20, 2007 (the “Original Offer Letter”).

OLEMA PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________
Preferred Stock Warrant Agreement • March 1st, 2022 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

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

Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDED AND RESTATED CLINICAL COLLABORATION AND SUPPLY...
Clinical Collaboration and Supply Agreement • May 9th, 2023 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This AMENDED AND RESTATED CLINICAL COLLABORATION AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into effective as of January 13, 2022 (the “Effective Date”) by and between Olema Pharmaceuticals, Inc., a Delaware corporation, having a place of business at 665 3rd St, San Francisco, CA 94107 (“Olema”), and Novartis Institutes for BioMedical Research, Inc., a Delaware corporation, having a place of business at 181 Massachusetts Avenue, Cambridge, MA 02139 (“Novartis”). Olema and Novartis are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

Olema Pharmaceuticals, inc. 150,000,000 SHARES COMMON STOCK SALES AGREEMENT
Sales Agreement • January 5th, 2024 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Olema Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“TD Cowen”), as follows:

OLEMA PHARMACEUTICALS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 2nd, 2024 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (the “Agreement”) is made as of November 29, 2024 (the “Effective Date”), by and among Olema Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”).

September 1, 2020 Mr. Sean Bohen VIA EMAIL Re: Offer of Employment Dear Sean:
Offer of Employment • September 21st, 2020 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

Olema Pharmaceuticals, Inc. (the “Company”) is pleased to offer you employment as the Company’s Chief Executive Officer (“CEO”) on the terms and conditions set forth in this letter agreement (the “Agreement”).

Amendment No. 2 to Amended and Restated Clinical Collaboration and Supply Agreement
Clinical Collaboration and Supply Agreement • May 8th, 2024 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

Reference is hereby made to the Clinical Collaboration and Supply Agreement, dated July 22, 2020, as amended via the Amended and Restated Clinical Collaboration and Supply Agreement, dated January 13, 2022, and the Amendment No. 1 to Amended and Restated Clinical Collaboration and Supply Agreement, dated October 5, 2023 (collectively the “Agreement”), by and between Olema Pharmaceuticals, Inc., a Delaware corporation, having a place of business at 780 Brannan Street, San Francisco, CA 94103 (“Olema”), and Novartis Institutes for BioMedical Research, Inc., a Delaware corporation, having a place of business at 181 Massachusetts Avenue, Cambridge, MA 02139 (“Novartis”).

OLEMA PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________
Warrant Agreement • March 1st, 2022 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

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

OLEMA PHARMACEUTICALS, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 5th, 2023 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Stock Purchase Agreement (the “Agreement”) is made as of September 5, 2023 (the “Effective Date”), by and among Olema Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”).

March 8, 2023 Kinney Horn VIA EMAIL Dear Kinney:
Separation and Consulting Agreement • May 9th, 2023 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

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

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • October 30th, 2020 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of September 30, 2020 by and among Olema Pharmaceuticals, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (the “Series C Investors”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”), each holder of the Company’s Series A-1 Preferred Stock, $0.0001 par value per share (“Series A-1 Preferred Stock”) and each holder of the Company’s Series B Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock”), listed on Schedule B (the “Prior Investors” and together with the Series C Investors, the “Investors”) and each of the stockholders listed on Schedule C hereto, each of whom is referred to herein as a “Key Holder”.

September 7, 2020 Mr. John B. Moriarty, Jr., J.D. VIA EMAIL
Employment Agreement • September 21st, 2020 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

Olema Pharmaceuticals, Inc. (the “Company”) is pleased to offer you employment as the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary on the terms and conditions set forth in this letter agreement (the “Agreement”).

FIRST amendment to Loan and security agreement
Loan and Security Agreement • August 6th, 2024 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 28th day of June, 2024, by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”) and OLEMA PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”).

March 21, 2023 Cyrus Harmon VIA EMAIL Dear Cyrus:
Separation Agreement • May 9th, 2023 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

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

Re:Employment Terms
Employment Agreement • February 28th, 2022 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

Olema Pharmaceuticals, Inc. (the “Company”) is pleased to offer you employment as its Chief Medical Officer, pursuant to the terms of this offer letter agreement (the “Agreement”).

OLEMA PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________
Common Stock Warrant Agreement • March 1st, 2022 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between OLEMA 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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November 13, 2020
Employment Agreement • November 16th, 2020 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

As you know, you are currently employed by Olema Pharmaceuticals, Inc. (the “Company”) as its Chief Executive Officer, pursuant to the terms of an offer letter from the Company dated September 1, 2020 (the “Offer Letter”). In connection with your continuing employment, you and the Company are hereby agreeing to the amended terms of employment set forth herein. The terms set forth in this offer letter (“Agreement”) amend, restate, supersede and replace the terms set forth in the Offer Letter in their entirety.

Amendment No. 1 to Amended and Restated Clinical Collaboration and Supply Agreement
Clinical Collaboration and Supply Agreement • October 10th, 2023 • Olema Pharmaceuticals, Inc. • Pharmaceutical preparations

Reference is hereby made to the Clinical Collaboration and Supply Agreement, dated July 22, 2020, as amended via the Amended and Restated Clinical Collaboration and Supply Agreement, dated January 13, 2022 (collectively the “Agreement”), by and between Olema Pharmaceuticals, Inc., a Delaware corporation, having a place of business at 780 Brannan Street, San Francisco, CA 94103 (“Olema”), and Novartis Institutes for BioMedical Research, Inc., a Delaware corporation, having a place of business at 181 Massachusetts Avenue, Cambridge, MA 02139 (“Novartis”).

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