Number of Shares] Ikena Oncology, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • April 27th, 2022 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
IKENA ONCOLOGY, INC. 6,110,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2023 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”) is made between Ikena Oncology, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreements and the Equity Documents (each 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 Employment Agreement between the Executive and the Company dated ______ (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 22nd, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Ikena Oncology, Inc., a Delaware corporation, together with its subsidiaries, (the “Company”), and [Director] (“Indemnitee”).
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...Agreement and Plan of Merger • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 1, 2020 by and among Ikena Oncology, Inc., a Delaware corporation (“Parent”), AMI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Amplify Medicines, Inc., a Delaware corporation (such corporation and any predecessor entity thereto, the “Company”), and Atlas Venture Fund XI, L.P., a Delaware limited partnership, acting solely in its capacity as the representative of the Company Stockholders and Company SAFE Holders and only for the purposes provided herein and for no other purpose (the “Stockholder Representative”). Certain capitalized terms used but not otherwise defined herein are defined in Article 9 hereof.
MASTER COLLABORATION AGREEMENT by and between CELGENE CORPORATION and KYN THERAPEUTICS INC. Dated as of January 11, 2019Master Collaboration Agreement • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This MASTER COLLABORATION AGREEMENT (this “Agreement”) is entered into and made effective as of January 11, 2019 (the “Collaboration Effective Date”) by and between Celgene Corporation, a Delaware corporation (“Celgene”), and Kyn Therapeutics Inc., a Delaware corporation (“Company”). Celgene and Company are each referred to herein by name or as a “Party”, or, collectively, as the “Parties”.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 7th, 2023 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2023, is entered into by and among Ikena Oncology, Inc., a Delaware corporation (“Ikena”) and Computershare Inc., a Delaware corporation and its affiliate Computershare Trust Company, N.A., a federally chartered trust company, collectively, as initial Rights Agent (as defined herein).
IKENA ONCOLOGY, INC. CONSULTING AGREEMENTConsulting Agreement • February 21st, 2024 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (the “Agreement”), made and effective as of this March 6, 2024 (the “Effective Date”) is entered into by Ikena Oncology, Inc. a Delaware corporation (the “Company”) having an office at 645 Summer Street, Suite 101, Boston, MA 02210, and SLSS Consulting, LLC at [***] (the “Consultant”).
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...License Agreement • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of December 14, 2017 (the “Effective Date”) by and among Arrys Therapeutics, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at c/o OrbiMed Advisors, LLC, 601 Lexington Avenue, 54th Floor, New York, NY 10022 (“Arrys”) and AskAt Inc., a company organized under the laws of Japan and having its principal place of business at [***], Nagoya, Japan, 466-0841 (“AskAt”). Arrys and AskAt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
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...Lease Agreement • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances)
This Lease Agreement (this “Lease”) is made and entered into as of July 31, 2020 (the “Effective Date”), by and between OPG MP PARCEL OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and IKENA ONCOLOGY, 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...Investors’ Rights Agreement • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 18th day of December, 2020, by and among Ikena Oncology, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (the “Investors”) and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
AGREEMENT AND PLAN OF MERGER among: IKENA ONCOLOGY, INC.; PORTSMOUTH MERGER SUB I, INC; PORTSMOUTH MERGER SUB II, LLC; PIONYR IMMUNOTHERAPEUTICS, INC. And FORTIS ADVISORS LLC, as the Securityholder Agent Dated as of August 4, 2023Merger Agreement • August 7th, 2023 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 4, 2023, by and among IKENA ONCOLOGY, INC., a Delaware corporation (“Parent”), PORTSMOUTH MERGER SUB I, INC, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub 1”), PORTSMOUTH MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, “Merger Subs”), PIONYR IMMUNOTHERAPEUTICS, INC, a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the Securityholder Agent. Certain capitalized terms used in this Agreement are defined in Section 1.
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...Patent License Agreement • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Texas
This Patent License Agreement is between the Licensor and the Licensee identified below (collectively, ‘‘Parties”, or singly, “Party”).
