Janux Therapeutics, Inc. Sample Contracts

JANUX THERAPEUTICS, INC. (a Delaware corporation) 4,440,851 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,935,483 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 29th, 2024 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York
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JANUX THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20[●] Debt Securities
Indenture • May 8th, 2024 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [●], 20 , among JANUX THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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JANUX THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • May 8th, 2024 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between JANUX THERAPEUTICS, 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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JANUX THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________
Common Stock Warrant Agreement • May 8th, 2024 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between JANUX THERAPEUTICS, 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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JANUX THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • May 8th, 2024 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between JANUX THERAPEUTICS, 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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INDEMNITY AGREEMENT
Indemnity Agreement • May 19th, 2021 • Janux Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ___________ _____, 20__, is made by and between JANUX THERAPEUTICS, INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).

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LEASE BETWEEN UTC PROPERTIES LLC AND JANUX THERAPEUTICS, INC.
Lease Agreement • November 9th, 2021 • Janux Therapeutics, Inc. • Pharmaceutical preparations • California

THIS LEASE is made as of August 25, 2021, by and between UTC PROPERTIES LLC, a Delaware limited liability company, hereafter called “Landlord,” and JANUX THERAPEUTICS, INC., a Delaware corporation hereafter called “Tenant.”

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SUMMARY OF BASIC LEASE INFORMATION
Lease • March 18th, 2022 • Janux Therapeutics, Inc. • Pharmaceutical preparations • California

This Summary of Basic Lease Information ("Summary") is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.

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May 4, 2021 Shahram Salek-Ardakani, Ph.D. Re: Offer of Employment Dear Shahram:
Employment Agreement • March 18th, 2022 • Janux Therapeutics, Inc. • Pharmaceutical preparations • California

Janux Therapeutics, Inc. (the “Company”) is pleased to offer you at-will employment in the position of Chief Scientific Officer on the terms and conditions set forth in this letter agreement (the “Agreement”).

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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 7th, 2021 • Janux Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2021, by and among Janux Therapeutics, Inc., a Delaware corporation (the “Company”), and the investors set forth on the Schedule of Investors attached hereto as Schedule A (each, an “Investor” and collectively, the “Investors”). This Agreement amends and restates and supersedes in its entirety that certain Amended and Restated Investors’ Rights Agreement executed by the Company and certain of the Investors on March 1, 2021 (the “Prior Agreement”).

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August 2, 2024 Tighe Reardon Re: Transition and Consulting Agreement Dear Tighe:
Transition and Consulting Agreement • November 6th, 2024 • Janux Therapeutics, Inc. • Pharmaceutical preparations

This letter sets forth the substance of the transition and consulting agreement (the “Agreement”) that Janux Therapeutics, Inc. (the “Company”) is offering to you.

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CELL LINE LICENSE AGREEMENT
Cell Line License Agreement • May 19th, 2021 • Janux Therapeutics, Inc. • Pharmaceutical preparations

This Cell Line License Agreement (“Agreement”), effective as of April 19, 2021 (“EFFECTIVE DATE”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”) and Janux Therapeutics, Inc., having its principal place of business at 11099 N. Torrey Pines Road, La Jolla, California 92037, USA. WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties”.

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RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT by and between JANUX THERAPEUTICS, INC. and MERCK SHARP & DOHME CORP.
Research Collaboration and Exclusive License Agreement • May 19th, 2021 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York

This Research Collaboration and Exclusive License Agreement (this “Agreement”) is effective as of December 15, 2020, (the “Effective Date”) and is entered into by and between Janux Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having an address at 11099 Torrey Pines Park Road, Suite 290, San Diego, CA 92037 (“Company”) and Merck Sharp & Dohme Corp., a corporation organized and existing under the laws of New Jersey with its principal business office located at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”).

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ATM EQUITY OFFERINGSM SALES AGREEMENT
Atm Equity Offering Sales Agreement • May 9th, 2023 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York

Janux Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through BofA Securities, Inc., as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, on the terms set forth in this agreement (this “Agreement”). Unless the context otherwise requires, all references to the Company include the Company and each of its subsidiaries (whether presently existing or hereinafter established). The Company agrees that whenever it determines to sell Shares (as defined below) directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3(b)(vii) hereof. References herein to “this Agreement” or to matters contained “her

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JANUX THERAPEUTICS, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK
Pre-Funded Warrant to Purchase Common Stock • July 18th, 2023 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York

Janux Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [__________] or its permitted registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [__________] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), until the Warrant has been exercised in f

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SUPPORT SERVICES AGREEMENT
Support Services Agreement • May 19th, 2021 • Janux Therapeutics, Inc. • Pharmaceutical preparations • California

THIS SUPPORT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2021 (the “Effective Date”), by and between JANUX THERAPEUTICS, INC., a Delaware Corporation (the “Company”), and COI PHARMACEUTICALS, INC., a Delaware Corporation (the “Service Provider”).

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November 8, 2022 Shahram Salek-Ardakani, Ph.D. Re: Transition and Consulting Agreement Dear Shahram:
Transition and Consulting Agreement • March 10th, 2023 • Janux Therapeutics, Inc. • Pharmaceutical preparations

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

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January 1, 2021 David Campbell
Employment Agreement • May 19th, 2021 • Janux Therapeutics, Inc. • Pharmaceutical preparations

Janux Therapeutics, Inc. (the “Company”) is pleased to offer you at-will employment in the position of President and Chief Executive Officer on the terms and conditions set forth in this letter agreement (the “Agreement”).

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CONSULTING AGREEMENT
Consulting Agreement • May 19th, 2021 • Janux Therapeutics, Inc. • Pharmaceutical preparations • California

THIS CONSULTING AGREEMENT (this “Agreement”) is made as of March 10, 2021 (the “Effective Date”) by and between JANUX THERAPEUTICS, INC., a Delaware corporation (“Janux” or the “Company”), and SHEILA GUJRATHI, M.D. (“Consultant”).

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JANUX THERAPEUTICS, INC. (a Delaware corporation) 5,317,460 Shares of Common Stock and Pre-Funded Warrants to Purchase 238,095 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 5th, 2024 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York
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