Day One Biopharmaceuticals, Inc. 10,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • June 16th, 2022 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“JPM”), Cowen and Company, LLC (“Cowen”) and Piper Sandler & Co. (“Piper”) are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,500,000 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”.
INDEMNITY AGREEMENTIndemnity Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of [ ], 2021 is made by and between Day One Biopharmaceuticals, Inc., a Delaware corporation (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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2024 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 30, 2024, by and among Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2024 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2024, is entered into by and among Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. OYSTER POINT MARINA PLAZA OFFICE LEASE of SUITE 217 to DAY...Office Lease • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • California
THIS OFFICE LEASE (the “Lease”) is entered into as of February 8, 2020, by and between KASHIWA FUDOSAN AMERICA, INC., a California corporation (“Landlord”) and DAY ONE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
ContractWarrant Agreement • July 30th, 2024 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
DAY ONE BIOPHARMACEUTICALS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 1st, 2022 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Day One Biopharmaceuticals, Inc., Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. and JonesTrading Institutional Services LLC (together, the “Agents” and each individually, an “Agent”), as sales agents, the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance.
DAY ONE BIOPHARMACEUTICALS HOLDING COMPANY, LLC AMENDED AND RESTATED OPERATING AGREEMENT DATED AS OF FEBRUARY 1, 2021Operating Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This Amended and Restated Operating Agreement, dated as of February 1, 2021 (this “Agreement”), is by and among Day One Biopharmaceuticals Holding Company, LLC, a Delaware limited liability company (the “LLC”) and the persons identified as the Members on Schedule A attached hereto (such persons and their respective successors and permitted assigns being hereinafter referred to individually as a “Member” or collectively as the “Members”), as such Schedule A may hereinafter be amended.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO DAY ONE BIOPHARMACEUTICALS IF PUBLICLY DISCLOSED. ASSET PURCHASE AGREEMENT BY AND...Asset Purchase Agreement • August 2nd, 2024 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2024 (the “Effective Date”) by and between [*] (“Buyer”) and DAY ONE BIOPHARMACEUTICALS, INC., a Delaware corporation (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. LICENSE AGREEMENT dated February 10, 2021 by and between...License Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations
WHEREAS, MRKDG is engaged, among other activities, in the development of pharmaceutical products and is the holder of several rights in the Compounds (as defined below);
ASSET TRANSFER AND LICENSE AGREEMENTAsset Transfer and License Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This Asset Transfer and License Agreement (“Agreement”) is made effective as of December 16, 2019 (the “Effective Date”) by and between DOT THERAPEUTICS-1, INC. (“Day One”), a Delaware corporation and an Affiliate of Day One Holdings, LLC, having a place of business at 2765 Sand Hill Road, Menlo Park, CA 94025, and MILLENNIUM PHARMACEUTICALS, INC. (“Takeda”), a Delaware corporation and an Affiliate of Takeda Pharmaceutical Company Limited, having a place of business at 40 Landsdowne Street, Cambridge, MA 02139.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO DAY ONE BIOPHARMACEUTICALS, INC. IF PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT BY...Exclusive License Agreement • August 2nd, 2024 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (“Agreement”) is entered into as of June 17, 2024 (the “Effective Date”), by and between MabCare Therapeutics (上海麦科思生物医药有限公司), a company incorporated under the law of the People’s Republic of China, located at 3F, Building 1, No. 368, Xiaonan Road, Fengxian District, Shanghai, China 201401 (“MabCare”) and Day One Biopharmaceuticals, Inc., a Delaware corporation located at 395 Oyster Point Boulevard, Suite 217, South San Francisco, CA 94080, USA (“Day One”). MabCare and Day One may be referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN DAY ONE BIOPHARMACEUTICALS, INC. AND IPSEN PHARMA SAS JULY 23, 2024Exclusive License Agreement • October 30th, 2024 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into as of July 23, 2024 (the “Effective Date”), by and between Day One Biopharmaceuticals, Inc., a Delaware corporation located at 2000 Sierra Point Parkway, Suite 501, Brisbane, CA 94005 (“Day One”) and Ipsen Pharma SAS, a French corporation located at 65 Quai Georges Gorse, 92100 Boulogne- Billancourt, France (“Licensee”). Day One and Licensee may be referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 7th, 2022 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [______________] (the “Executive”) and Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), effective as of [____________] (the “Effective Date”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 19th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 1, 2021, by and among Day One Biopharmaceuticals Holding Company, LLC, a Delaware limited liability company (the “Company”), and each of the Persons listed on Schedule A hereto.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This Share Exchange Agreement (this “Agreement”) is made and entered into as of May 4, 2021 (the “Agreement Date”), by and among (a) Day One Biopharmaceuticals Holding Company, LLC, a Delaware limited liability company (the “Company”), (b) DOT-1 Therapeutics, Inc., a Delaware corporation (“Subsidiary”) and (c) Millennium Pharmaceuticals, Inc. (the “Stockholder”).
= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. AMENDMENT NO. 1 TO LICENSE AGREEMENT...License Agreement • March 7th, 2024 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1 to License Agreement for RAF (this “Amendment”), effective as of March 4, 2024 (the “Amendment Effective Date”), is made by and between Viracta Therapeutics, Inc., a Delaware corporation, successor in interest to Sunesis Pharmaceuticals, Inc., a Delaware corporation (“Viracta”), and Day One Biopharmaceuticals, Inc., successor in interest to DOT Therapeutics-1, Inc., a Delaware corporation (“Day One”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the License Agreement (as defined below).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. LICENSE AGREEMENT FOR RAFLicense Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This LICENSE AGREEMENT FOR RAF (the “Agreement”), effective as of December 16, 2019 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 395 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080 (“Sunesis”), and DOT Therapeutics-1, Inc., a Delaware corporation, having a principal place of business at 2765 Sand Hill Road, Menlo Park, CA 94025 (“DOT-1”). Sunesis and DOT-1 are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
