Arcutis Biotherapeutics, Inc. Common Stock, Par Value $0.0001 per Share Underwriting AgreementUnderwriting Agreement • March 4th, 2024 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations
ARCUTIS BIOTHERAPEUTICS, INC. $100,000,000 SHARES OF COMMON STOCK PAR VALUE $0.0001 PER SHARE AMENDED AND RESTATED SALES AGREEMENTSales Agreement • January 31st, 2024 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • New York
Reference is made to that certain Sales Agreement, entered into as of May 6, 2021 (the “Original Sales Agreement”), by and between Arcutis Biotherapeutics, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC (“Cowen”), as sales agent. The Company and Cowen now intend to enter into this Amended and Restated Sales Agreement (this “Agreement”) to amend and restate the terms of the Original Sales Agreement in its entirety. Therefore, the Company confirms its agreement with Cowen as follows:
INDEMNITY AGREEMENTIndemnity Agreement • January 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of ____________________ ____, 2020 is made by and between Arcutis Biotherapeutics, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company”), and _______________________________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 22nd, 2022 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of December 22, 2021 (the “Effective Date”) among SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ARCUTIS BIOTHERAPEUTICS, INC., a Delaware corporation with offices located at 3027 Townsgate Road, Suite 300, Westlake Village, CA 91361 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
equal to the monthly premiums that would have been paid on behalf of Executive had such payments commenced on the date of the Qualifying Termination. Notwithstanding the foregoing, the Company may elect that, in lieu of paying or reimbursing the...Severance & Change in Control Agreement • April 10th, 2024 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • California
ARCUTIS BIOTHERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of October 8, 2019 by and among Arcutis Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder,” any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 7.14 hereof and any holder of a Lender Warrant that becomes a party to this Agreement in accordance with Section 7.14 hereof.
ARCUTIS BIOTHERAPEUTICS, INC.Employment Agreement • January 21st, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations
This employment letter sets forth the terms confirms your continued employment as Chief Technical Officer with Arcutis Biotherapeutics, Inc., a Delaware Corporation (the “Company” or “Arcutis”). You will continue to report to the Chief Executive Officer. This employment letter amends and restates the employment agreement entered into between you and Arcutis, dated May 3, 2018 (the “Prior Agreement”).
EXCLUSIVE OPTION AND LICENSE AGREEMENTExclusive Option and License Agreement • January 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
This EXCLUSIVE OPTION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of January 4th, 2018 (the “Effective Date”), by and between Arcutis, Inc., a United States corporation incorporated in the State of Delaware with offices at 70 Willow Road, Suite 200, Menlo Park, CA 94025 (“Arcutis”) and Jiangsu Hengrui Medicine Co., Ltd., a Chinese corporation with offices at 7 Kunlunshan Road, Economy and Technology Development Zone, Lianyungang, Jiangsu, China (“Hengrui”). Hereinafter, “Parties” shall mean Arcutis and Hengrui together, and “Party” shall mean Arcutis or Hengrui, as the context requires.
FORMULATION COLLABORATION AGREEMENTFormulation Collaboration Agreement • January 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • California
THIS FORMULATION COLLABORATION AGREEMENT (this “Agreement”) is made as of June 28, 2019 (the “Effective Date”), by and between HAWKEYE THERAPEUTICS, INC., a Delaware corporation, with its principal place of business located at 70 Willow Road, Menlo Park, CA 94025 (“Hawkeye”), and Arcutis, Inc., a Delaware corporation, having its principal place of business at 2945 Townsgate Road, Suite 110, Westlake Village, CA 91361 (“Arcutis”). Hawkeye and Arcutis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT between ASTRAZENECA AB and ARCUTIS, INC. Dated as of July 23, 2018License Agreement • January 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
This License Agreement (the “Agreement”) is made and entered into effective as of July 23, 2018 (the “Effective Date”) by and between AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with offices at Pepparedsleden 1, SE-431 83 Mölndal, Sweden (“AstraZeneca”) and Arcutis, Inc., a corporation incorporated in Delaware, United States having its principal place of business at 70 Willow Road, Suite 200, Menlo Park, CA 94025 (“Licensee”). AstraZeneca and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TRANSITION AND AMENDMENT AGREEMENTConsulting Agreement • January 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • California
This Transition and Amendment Agreement (this “Agreement”) is made and entered into as of December 13, 2019 (the “Transition Date”) by and between Dr. Bhaskar Chaudhuri (the “Dr. Chaudhuri”) and Arcutis Biotherapeutics, Inc., a Delaware limited liability company (the “Company” and together with the Dr. Chaudhuri, the “Parties” and each, a “Party”).
SUPPLY AND MANUFACTURING AGREEMENTSupply and Manufacturing Agreement • November 4th, 2021 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
This Supply and Manufacturing Agreement (the “Agreement”) is made as of this 15th day of September 2021 (the “Effective Date”) by and between DPT Laboratories, Ltd., a Texas Limited Partnership with a place of business at 307 East Josephine Street, San Antonio, Texas 78215 (hereinafter “DPT”) and Arcutis Biotherapeutics, Inc., a Delaware corporation having principal offices at 3027 Townsgate Road, Suite 300, Westlake Village, California 91361 (“COMPANY”). COMPANY and DPT may be referred to herein by name or individually, as a “Party” and collectively, as the “Parties.”
OPTION NOTICE AND AMENDMENT NO. 2 TO EXCLUSIVE OPTION AND LICENSE AGREEMENTExclusive Option and License Agreement • January 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations
THIS OPTION NOTICE AND AMENDMENT NO. 2 (this “Notice and Amendment”) to the Exclusive Option and License Agreement dated as of January 4, 2018 and amended on June 26, 2019 (the “Agreement”), by and between Arcutis Biotherapeutics, Inc., a United States corporation incorporated in the State of Delaware (“Arcutis”) and Jiangsu Hengrui Medicine Co., Ltd., a Chinese corporation (“Hengrui”) is entered into as of 5 December, 2019 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2020, is entered into by and among Arcutis Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each “Purchaser” named in that certain Securities Purchase Agreement, dated as of October 1, 2020, by and between the Company and each Purchaser (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
CONSULTING AGREEMENTConsulting Agreement • January 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
This Consulting Agreement (“Agreement”) is entered into as of August 16, 2016 (the “Effective Date”) by and between Arcutis, Inc. (“Company”), a Delaware corporation with a principal place of business at 70 Willow Road, Suite 200, Menlo Park CA 94025, and Bhaskar Chaudhuri, PhD, (“Consultant”), a California resident with a principal address at . The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
ContractLicense Agreement • May 14th, 2024 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • New York
Smither CIC Agreement ARCUTIS BIOTHERAPEUTICS, INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the “Agreement”), is entered into by and between John Smither (the “Executive”) and Arcutis Biotherapeutics,...Severance and Change in Control Agreement • September 7th, 2023 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • California
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • August 11th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made as of the 22 day of April, 2020 (the "Execution Date"), by and between Westlake Park Place, Inc., a Delaware corporation (“Landlord”) and Arcutis Biotherapeutics, Inc., a Delaware corporation (“Tenant”).
OFFICE LEASE AGREEMENT BETWEEN WESTLAKE PARK PLACE, INC., AS LANDLORD AND ARCUTIS, INC., AS TENANT DATED January 31 , 2019Office Lease Agreement • August 11th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • California
Page 1. Definitions and Basic Provisions 4 2. Lease Grant 4 3. Tender of Possession 4 (a) Estimated Delivery Date; Delay in Delivery 4 (b) Confirmation Letter 5 (c) Premises “AS-IS” 5 4. Rent 5 5. Delinquent Payment; Handling Charges 6 6. Security Deposit 6 7. Services; Utilities; Common Areas 7 (a) Services 7 (b) Excess Utility Use 7 (c) Common Areas 8 (d) Parking 9 8. Alterations; Repairs; Maintenance; Signs 9 (a) Alterations 9 (b) Repairs; Maintenance 10 (c) Mechanic’s Liens 12 (d) Signs 13 9. Use 13 10. Assignment and Subletting 14 (a) Transfers 14 (b) Consent Standards 15 (c) Request for Consent 15 (d) Conditions to Consent 15 (e) Attornment by Subtenants 16 (f) Cancellation 16 (g) Additional Compensation 16 (h) Waiver 17 11. Insurance; Waivers; Subrogation; Indemnity 17 (a) Tenant’s Insurance 17 (b) Landlord’s Insurance 19 (c) Waiver of Subrogation 19 (d) Indemnity 19 12. Subordination; Attornment; Notice to Landlord’s Mortgagee 20 (a) Subordination 20 (b) Attornment 20 (c) Notic
ARCUTIS BIOTHERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2020 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • California
This Securities Purchase Agreement (“Agreement”) is made as of October 1, 2020 (the “Effective Date”), by and among Arcutis Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2024 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations
This Amendment (“Amendment”) to the Employment Agreement (“Employment Agreement”) by and between Arcutis Biotherapeutics, Inc., a Delaware corporation (the “Company”) and Matthew R. Moore (the “Executive”) dated as of December 18, 2020, is entered into by the Company and the Executive on, and to be effective as of February 22, 2024. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • May 6th, 2021 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • Tennessee
This Exclusive Distribution Agreement (the “Agreement”) is made as of this 8th day of February, 2021 (the “Effective Date”), between Arcutis Biotherapeutics, Inc. a corporation with an address of 3027 Townsgate Road, Suite 300, Westlake Village, CA 91361 (“Client”), and Cardinal Health 105, Inc., an Ohio corporation, with a place of business at 501 Mason Road, Suite 200, La Vergne, Tennessee, 37086 (“Cardinal Health”) each individually a (“Party”) and collectively (the “Parties”).
FIRST AMENDMENT TO THE LICENSE AGREEMENTLicense Agreement • May 14th, 2024 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO THE LICENSE AGREEMENT (this “Amendment”) is made as of [●], 2024 (the “Amendment Effective Date”), by and between Arcutis Biotherapeutics, Inc. (“Arcutis”) and Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd (“Huadong”). Capitalized terms used herein but not defined herein shall have the same meaning as set forth in the License Agreement (as defined below). Each of Arcutis and Huadong may be referred to herein as a “Party” or together as the “Parties.”
ContractLoan and Security Agreement • November 3rd, 2023 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations
ContractShare Purchase Agreement • November 8th, 2022 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations • New York
SUPPLY AGREEMENTSupply Agreement • February 16th, 2021 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations
This Supply Agreement (hereinafter referred to as the “Agreement”) is entered into on the 24th of November, 2020 (hereinafter referred to as “Effective Date”)
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type of information that the registrant customarily and actually treats as private and...Supply Agreement • November 8th, 2022 • Arcutis Biotherapeutics, Inc. • Pharmaceutical preparations
(1)ARCUTIS BIOTHERAPEUTICS, INC. (hereinafter referred to as the “Company”), a company incorporated and registered in the USA, located at 3027 Townsgate Road, Suite 300, Westlake Village, CA 91361, the USA, holder of Tax identification Number 81-2974255
