December 1, 2011 Poniard Pharmaceuticals, Inc.
Exhibit 10.1
December 1, 2011
Poniard Pharmaceuticals, Inc.
000 Xxxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxx, Vice President Legal
Poniard Pharmaceuticals, Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxx, Senior Vice President, Corporate Development
Dear Cheni and Xxxx:
This letter relates to the License Agreement, dated as of November 17, 2011 (the “License Agreement”), between Verastem, Inc. (“Verastem”) and Poniard Pharmaceuticals, Inc.
For purposes of the License Agreement (including the Common Stock Warrant Agreement described therein), we wish to clarify that the number of shares of Verastem’s common stock as to which the warrant referenced in Section 4.3 of the License Agreement (the “Warrant”) is exercisable (currently 500,000 shares) shall be appropriately adjusted to reflect any stock dividend, stock split, combination or other similar recapitalization with respect to Verastem’s common stock occurring at any time after the date of the License Agreement and prior to the issuance of the Common Stock Warrant Agreement pursuant to the License Agreement.
In addition, we wish to clarify that the provisions of Section 2(e) of the Common Stock Warrant Agreement apply to, and shall adjust the securities, cash or other property deliverable upon exercise of the Warrant as a result of, any Reorganization whether occurring before or after issuance of the Warrant.
Please sign below to acknowledge your agreement herewith.
Very truly yours,
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: COO |
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ACKNOWLEDGED AND AGREED:
PONIARD PHARMACEUTICALS, INC.
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: CEO |
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000 Xxxxx Xx. Xxxxx 000 Xxxxxxxxx, XX 00000 P: (000) 000-0000 F: (000) 000-0000 xxx.xxxxxxxx.xxx
