LEASE AGREEMENTLease Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 14th day of January, 2020, between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and ZENO MANAGEMENT, INC., a Delaware corporation (“Tenant”), doing business as Zentalis Pharmaceuticals.
LEASELease • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 12th day of November, 2015 (the “Execution Date”), by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership (“Landlord”), and ZENO PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zeno Pharma, LLC (the “Parent”), and Robert E. Winkler, M.D. (“Executive”), and shall be effective as of February 1, 2019 (the “Effective Date”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZENO PHARMA, LLC Dated as of September 6, 2019Limited Liability Company Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Second Amended and Restated Limited Liability Company Agreement of Zeno Pharma, LLC, a Delaware limited liability company (the “Company”), is dated as of September 6, 2019 (the “Effective Date”), by and among the Company, each Person listed in the books and records of the Company and signatory hereto as of the Effective Date, as Members, and each Additional Member and Substitute Member from time to time admitted to the Company following the Effective Date in accordance with this Agreement, in each case for so long such party remains a Member of the Company. Unless defined elsewhere in this Agreement, capitalized terms used herein are defined in Section 1.1 hereof.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SECOND AMENDED AND RESTATED...License Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS SECOND AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”), dated September 6, 2019 and made effective as of December 21, 2017 (the “Effective Date”), is by and between Recurium IP Holdings, LLC (f/k/a Zeno Royalties & Milestones, LLC), a Delaware Limited Liability Company (“LICENSOR”) and Zeno Management, Inc., a corporation organized and existing under the laws of Delaware (“LICENSEE”). LICENSOR and LICENSEE may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
SUBLEASESublease • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations
This Sublease (this “Sublease”) dated September 16, 2019 (the “Effective Date”), is made by and between Lundbeck La Jolla Research Center, Inc. (formerly known as Abide Therapeutics, Inc.), a Delaware corporation (“Sublandlord”), and Zeno Management, Inc., a Delaware corporation (“Subtenant”).
CONSULTING AGREEMENTConsulting Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zeno Pharma, LLC (the “Parent”), and Cam Gallagher (“Consultant”), and shall be effective as of February 1, 2019 (the “Effective Date”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zentalis Pharmaceuticals, LLC (the “Parent”), and Kevin Bunker, Ph.D. (“Executive”), and shall be effective as of February 25, 2020 (the “Effective Date”).
STANDARD FORM OF LOFT LEASE The Real Estate Board of New York, Inc.Loft Lease • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Agreement of Lease, made as of this 12th day of April in the year 2019, between G&S REALTY 1, LLC, having an address at 530 Seventh Avenue, New York NY 10018 party of the first part, hereinafter referred to as OWNER, and Zeno Management, Inc., having an address at 530 Seventh Avenue, New York, NY 10018 party of the second part, hereinafter referred to as TENANT.
ZENTALIS PHARMACEUTICALS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
These instructions are provided to assist you if you choose to make an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the shares of common stock of Zentalis Pharmaceuticals, Inc. transferred to you. Please consult with your personal tax advisor as to whether an election of this nature will be in your best interests in light of your personal tax situation.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zentalis Pharmaceuticals, LLC (the “Parent”), and Anthony Y. Sun, M.D. (“Executive”), and shall be effective as of February 25, 2020 (the “Effective Date”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT’ Rights Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of September 6, 2019 by and among Zeno Pharma, LLC, a Delaware limited liability company (the “Company”) and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “Investor.”
