AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AROG PHARMACEUTICALS LLCLimited Liability Company Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF AROG PHARMACEUTICALS LLC, a Delaware limited liability company (the “Company”), dated as of [●], 2018, by and among the Company, Arog Pharmaceuticals Holdings, Inc., a Delaware corporation (“Pubco”), and JI Biotech, Inc., a Delaware corporation (the “Continuing LLC Owner”).
LOAN AGREEMENTLoan Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
THIS LOAN AGREEMENT (this “Loan Agreement”) dated effective as of September 8, 2017 (the “Effective Date”) is made and executed by and between Jain Investments, LLC, a Texas limited liability company (the “Lender”) and Arog Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into effective as of January 5, 2015 (the “Effective Date”), by and between Arog Pharmaceuticals, Inc., a Delaware corporation ( “Seller”), and Videra Pharmaceuticals, LLC a Delaware limited liability company ( “Buyer”). Seller and Buyer are sometimes referred to herein as the “Parties,” and each, a “Party.”
MASTER SERVICES AGREEMENTMaster Services Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This Master Services Agreement (“Agreement”), is effective June 12, 2018 (the “Effective Date”), by and between Arog Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 5420 LBJ Freeway, Suite 410, Dallas TX 75240 (“Recipient”), and Jain Investments, LLC,, a Texas limited liability company having a principal place of business at or address at 5420 LBJ Freeway, Suite 410, Dallas, TX 75240 (“Provider”). Recipient and Provider may be referred to herein individually as a “Party” or, collectively, as the “Parties.”
First Amendment to the January S, 2015, License Agreement between AROG Pharmaceuticals, Inc. and Videra Pharmaceuticals, LLCLicense Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment (“Amendment”), dated June 22, 2018, (the “Amendment Effective Date”) is made by and between AROG Pharmaceuticals, Inc., (hereinafter referred to as “Company”), with a place of business at 5420 LBJ Freeway, Ste. 410, Dallas, Texas 75240, United States, and Videra Pharmaceuticals, LLC (hereinafter referred to as “Licensee”), with a place of business at 5420 LBJ Freeway, Suite 410, Dallas, TX 75240, United States. Company and Licensee are each individually referred to herein as a “Party” and collectively as the “Parties.”
CLINICAL RESEARCH ORGANIZATION MASTER SERVICES AGREEMENTMaster Services Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This Clinical Research Organization Master Services Agreement (“Agreement”), is effective June 12, 2018 (the “Effective Date”), by and between AROG PHARMACEUTICALS, INC., a Delaware corporation, having a principal place of business at 5420 LBJ Freeway, Suite 410, Dallas TX 75240 (“Sponsor”), and DAVA ONCOLOGY, LP D/B/A DAVA CRO SERVICES, having a principal place of business at or address at 5420 LBJ Freeway, Suite 410, Dallas, TX 75240 (“CRO”). Sponsor and CRO may be referred to herein individually as a “Party” or, collectively, as the “Parties”.
LICENSE AGREEMENTLicense Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is entered into and made effective as of January 5, 2015 (“Effective Date”) by and between Arog Pharmaceuticals Inc., a Delaware corporation having a place of business at 5420 LBJ Freeway, Suite 410, Dallas, Texas 75240 (“Company”) and Videra Pharmaceuticals, LLC, a Delaware limited liability company having a place of business at 5420 LBJ Freeway, Suite 410, Dallas, Texas 75240 (“Licensee”). Licensee and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
First Amendment to the April 11, 2018 Loan Agreement between AROG Pharmaceuticals, Inc. and Jain Investments, LLCLoan Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment (“Amendment”), dated May 30, 2018, is made by and between AROG Pharmaceuticals, Inc. (the “Borrower”), with a place of business at 5420 LBJ Freeway, Suite. 410, Dallas, Texas 75240, and Jain Investments, LLC (the “Lender”), with a place of business at 5420 LBJ Freeway, Suite 410, Dallas, Texas 75240.
STOCK PURCHASE AND DEBT CONVERSION AGREEMENTStock Purchase and Debt Conversion Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stock Purchase and Debt Conversion Agreement (the “Agreement”) is made and entered into as of January 31, 2017 (the “Effective Date”) by and between Arog Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Jain Investments LLC, a Texas limited liability company (the “Purchaser”). Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Company’s Bylaws adopted pursuant to the Company’s Agreement and Plan of Conversion, effective September 30, 2014 (the “Bylaws”).
LICENSE AGREEMENTLicense Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Consultant Services AgreementConsultant Services Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This Agreement (this “Agreement”), effective as January 1, 2014 (the “Effective Date”) sets forth the terms and conditions whereby Vinay Jain, M.D. (“Consultant”) will provide certain services for AROG Pharmaceuticals , Inc. (“AROG”). Consultant and AROG are referred each individually referred to herein as a “Party” and collectively as the “Parties.”
LOAN AGREEMENTLoan Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
THIS LOAN AGREEMENT (this “Loan Agreement”) dated effective as of September 8, 2017 (the “Effective Date”) is made and executed by and between Jain Investments, LLC, a Texas limited liability company (the “Lender”) and Arog Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”).
TAX RECEIVABLE AGREEMENT among AROG PHARMACEUTICALS HOLDINGS, INC. AROG PHARMACEUTICALS LLC and THE PERSONS NAMED HEREIN Dated as of [•], 2018Tax Receivable Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [•], 2018, is hereby entered into by and among Arog Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”), Arog Pharmaceuticals LLC, a Delaware limited liability company (“OpCo”), each of the Members (as defined below) from time to time party thereto, and each of the successors and assigns thereto.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into effective as of January 5, 2015 (the “Effective Date”), by and between Arog Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Videra Pharmaceuticals, LLC a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes referred to herein as the “Parties,” and each, a “Party.”
