RELAY THERAPEUTICS, INC. 13,207,547 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • October 14th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Relay 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 13,207,547 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,981,132 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”.
RELAY THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt SecuritiesIndenture • August 12th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
RELAY THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 12th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2020 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Relay Therapeutics, Inc., a Delaware corporation (the “Company”), and ______________ (the “Executive”) and is effective as of the date it becomes fully executed by the parties hereto (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the letter agreement between the Executive and the Company dated ________________ (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
RELAY THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 24th, 2020 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Relay Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG RELAY THERAPEUTICS, INC., ELIXIR MERGER SUB I, INC., ELIXIR MERGER SUB II, LLC, ZEBIAI THERAPEUTICS, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, SOLELY IN ITS CAPACITY AS REPRESENTATIVE OF THE SELLERS...Merger Agreement • April 16th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms herewith, this “Agreement”) is made and entered into as of April 15, 2021 by and among: (i) Relay Therapeutics, Inc., a Delaware corporation (“Parent”); (ii) Elixir Merger Sub I, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Parent (“First Merger Sub”); (iii) Elixir Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Parent (“Second Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”); (iv) ZebiAI Therapeutics, Inc., a Delaware corporation (the “Company”); and (v) SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Sellers (the “Representative”). Capitalized terms used herein have the meanings ascribed thereto in Article I or elsewhere in th
RELAY THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 6th, 2024 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
RELAY THERAPEUTICS, INC. RETENTION AWARD AGREEMENTRetention Award Agreement • August 12th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Retention Bonus Award Agreement (this “Agreement”) is made and entered effective as of May 10, 2021 (the “Effective Date”), between Relay Therapeutics, Inc. (the “Company”) and Donald Bergstrom, M.D., Ph.D. (“Employee”).
LEASE by and between BMR-HAMPSHIRE, LLC, a Delaware limited liability company and RELAY THERAPEUTICS, INC., a Delaware corporationLease • August 12th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”) is entered into as of this 26th day of May, 2021 (the “Execution Date”), by and between BMR-HAMPSHIRE, LLC, a Delaware limited liability company (“Landlord”), and RELAY THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
RELAY THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 9th, 2020 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of December 19, 2018, by and among Relay Therapeutics, Inc., a Delaware corporation (the “Company”), each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Preferred Investor”, and the stockholders that are now or in the future listed on Schedule B hereto, if any, which are referred to in this Agreement as the “Common Investor”, and together with the Preferred Investors, each an “Investor” and collectively, the “Investors”.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Collaboration and License Agreement • May 5th, 2022 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
Relay Therapeutics, Inc.. 399 Binney Street, 2nd Floor Cambridge, Massachusetts 02139 United States of America (hereinafter called Relay)
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Collaboration and License Agreement • May 22nd, 2020 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Collaboration and License Agreement (the “Agreement”) is effective as of August 17, 2016 (the “Effective Date”), by and between D. E. Shaw Research, LLC, a Delaware limited liability company located at 120 West 45th Street, 39th Floor, New York, NY 10036 (“DESRES”), and Relay Therapeutics, Inc., a Delaware corporation located at 215 First Street, Cambridge, MA 02142 (“Company”). DESRES and Company are each sometimes referred to herein as a “Party” or collectively as the “Parties”.
AMENDMENT NO. AR2 TO AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 13th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. AR2 to the Amended and Restated Collaboration and License Agreement (the “Amendment No. AR2”), effective as of May 12, 2021 (the “Amendment No. AR2 Effective Date”), is by and between D. E. Shaw Research, LLC, a Delaware limited liability company located at 120 West 45th Street, 39th Floor, New York, NY 10036 (“DESRES”), and Relay Therapeutics, Inc., a Delaware corporation located at 399 Binney Street, Cambridge, MA 02139 (“Company”). DESRES and Company are each sometimes referred to herein as a “Party” or collectively as the “Parties”.
COLLABORATION AND LICENSE AGREEMENT between GENENTECH, INC. and F. HOFFMANN-LA ROCHE LTD and RELAY THERAPEUTICS, INC. Dated as of December 11, 2020Collaboration and License Agreement • March 25th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into as of December 11, 2020 (the “Execution Date”) by and between Genentech, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 1 DNA Way, South San Francisco, CA 94080 (“Genentech”) and F. Hoffmann-La Roche Ltd, having a principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”) (Genentech and Roche, together, “Licensee”), on the one hand, and Relay Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 399 Binney Street, 2nd Floor, Cambridge, Massachusetts 02139 (“Relay”), on the other hand. Licensee and Relay are each referred to herein by name or as a “Party”, or, collectively, as the “Parties”.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Collaboration and License Agreement • August 8th, 2023 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. AR4 to the Amended and Restated Collaboration and License Agreement (the “Amendment No. AR4”), effective as of March 22, 2023 (the “Amendment No. AR4 Effective Date”), is by and between D. E. Shaw Research, LLC, a Delaware limited liability company located at 120 West 45th Street, 39th Floor, New York, NY 10036 (“DESRES”), and Relay Therapeutics, Inc., a Delaware corporation located at 399 Binney Street, Cambridge, MA 02139 (“Company”). DESRES and Company are each sometimes referred to herein as a “Party” or collectively as the “Parties”.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Collaboration and License Agreement • November 2nd, 2023 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. AR5 to the Amended and Restated Collaboration and License Agreement (the “Amendment No. AR5”), effective as of August 4, 2023 (the “Amendment No. AR5 Effective Date”), is by and between D. E. Shaw Research, LLC, a Delaware limited liability company located at 120 West 45th Street, 39th Floor, New York, NY 10036 (“DESRES”), and Relay Therapeutics, Inc., a Delaware corporation located at 399 Binney Street, Cambridge, MA 02139 (“Company”). DESRES and Company are each sometimes referred to herein as a “Party” or collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 22, 2021 (the “Effective Date”) by and among Relay Therapeutics, Inc., a Delaware corporation (the “Company”), the equity holders of ZebiAI Therapeutics, Inc., a Delaware corporation (“ZebiAI”), party hereto (each, a “Stockholder” and, together with any permitted transferee of Registrable Securities hereunder, collectively, the “Stockholders”), and Computershare Trust Company, N.A.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Collaboration and License Agreement • April 28th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. AR1 to the Amended and Restated Collaboration and License Agreement (the “Amendment No. AR1”), effective as of February 4, 2021 (the “Amendment No. AR1 Effective Date”), is by and between D. E. Shaw Research, LLC, a Delaware limited liability company located at 120 West 45th Street, 39th Floor, New York, NY 10036 (“DESRES”), and Relay Therapeutics, Inc., a Delaware corporation located at 399 Binney Street, Cambridge, MA 02139 (“Company”). DESRES and Company are each sometimes referred to herein as a “Party” or collectively as the “Parties”.
LEASE AGREEMENTLease Agreement • May 22nd, 2020 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this 10 day of January, 2018, between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (“Landlord”), and RELAY THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Collaboration and License Agreement • June 24th, 2020 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amended and Restated Collaboration and License Agreement (the “Agreement”) is effective as of June 15, 2020 (the “Restatement Date”), by and between D. E. Shaw Research, LLC, a Delaware limited liability company located at 120 West 45th Street, 39th Floor, New York, NY 10036 (“DESRES”), and Relay Therapeutics, Inc., a Delaware corporation located at 399 Binney Street, Cambridge, MA 02139 (“Company”). DESRES and Company are each sometimes referred to herein as a “Party” or collectively as the “Parties”.
RELAY THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2024 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (the “Agreement”) is made as of January 8, 2024 (the “Effective Date”), by and among Relay Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers whose name and address is set forth on the signature pages hereof (the “Purchaser”).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Collaboration and License Agreement • May 5th, 2022 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. AR3 to the Amended and Restated Collaboration and License Agreement (the “Amendment No. AR3”), effective as of January 27, 2022 (the “Amendment No. AR3 Effective Date”), is by and between D. E. Shaw Research, LLC, a Delaware limited liability company located at 120 West 45th Street, 39th Floor, New York, NY 10036 (“DESRES”), and Relay Therapeutics, Inc., a Delaware corporation located at 399 Binney Street, Cambridge, MA 02139 (“Company”). DESRES and Company are each sometimes referred to herein as a “Party” or collectively as the “Parties”.
RELAY THERAPEUTICS, INC. RETENTION AWARD AGREEMENTRetention Award Agreement • August 8th, 2023 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Retention Bonus Award Agreement (this “Agreement”) is made and entered into on August 3, 2023 (the “Effective Date”), between Relay Therapeutics, Inc. (the “Company”) and Peter Rahmer (“Employee”).
