FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
The undersigned (the “Purchaser”) hereby subscribes for and agrees to purchase (i) the number of units of the Corporation (the “Units”) set forth on the following page at a price of C$0.1243 per Unit (the “Subscription Price”); and (ii) C$[ ] principal amount (the “Debenture Subscription Price”) of unsecured convertible debentures issued by the Corporation (the “Debenture”), convertible into Units at a conversion price equal to the Subscription Price. The Purchaser agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Debentures, Common Shares and Warrants of MethylGene Inc.”. The Purchaser further agrees, without limitation, that the Corporation may rely upon its representations, warranties and covenants contained in this document. Each Unit purchased will consist of one (1) common share in the capital of the Corporation (a “Common Share”) and thirty one-hundredths (0.30) of a common share purchase warrant (each whole common
SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
NOW THEREFORE in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Corporation and the Executive, the parties hereby covenant and agree as follows:
RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN METHYLGENE INC. AND OTSUKA PHARMACEUTICAL CO., LTD. DATED AS OF MARCH 25, 2008Research Collaboration and License Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • New York
THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT is entered into this 25th day of March, 2008 (the “Effective Date”), by and between MethylGene Inc., a corporation organized under the laws of Quebec, Canada, having a business address at 7220 Frederick Banting, Montreal, QC H4S 2A1 (“MethylGene”), and Otsuka Pharmaceutical Co., Ltd., a company organized under the laws of Japan, having a business address at 2-9 Kanda-Tsukasamachi, Chiyoda-ku Tokyo 101-8535, Japan, acting through its Ophthalmology and Dermatology Division (“Otsuka”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • Quebec
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of August 18, 2011, is entered into by MethylGene Inc., a company organized under the Canada Business Corporations Act, Canada (the “Company”), and Mr. Klaus B. Kepper, residing at 19 Monsadel Street, Kirkland, Quebec, H9J 3J8 (the “Employee”).
AGREEMENT OF LEASELease Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • Quebec
The terms set out above are intended to be only a summary of certain basic terms of this Lease. In the event of any inconsistency between such terms and the terms hereinafter set out the latter shall govern.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • New York
This COLLABORATION AND LICENSE AGREEMENT (“Agreement”), effective as of this day of October 16, 2003 (the “Effective Date”), is made by and between Taiho Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, with a principal place of business at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan (“Taiho”), and MethylGene Inc., a corporation organized under the laws of Quebec, Canada with its principal place of business at 7220 Frederick-Banting, Suite 200, Montreal, Quebec H4S 2A1, Canada (“MG”). Each of Taiho and MG shall be referred to as a “Party,” and together as the “Parties.”
BACK-OUT, AMENDMENT AND RELEASE AGREEMENTBack-Out, Amendment and Release Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
THIS BACK OUT, AMENDMENT AND RELEASE AGREEMENT (this “Amendment Agreement”) dated as of January 31, 2008 (the “Amendment Effective Date”) is made by and between ENVIVO PHARMACEUTICALS, INC. (“EVP”) and METHYLGENE INC. (“MethylGene”) pursuant to that certain Collaboration Agreement dated as of February 7, 2005 by and between EVP and MethylGene. Except as expressly amended or modified hereby, the Collaboration Agreement shall survive and continue in accordance with its terms.
COLLABORATION AGREEMENT made by and between ENVIVO PHARMACEUTICALS, INC. and METHYLGENE INC. Dated as of February 7, 2005Collaboration Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • Massachusetts
THIS COLLABORATION AGREEMENT dated as of February 7, 2005 (this “Agreement”) is made by and between EnVivo Pharmaceuticals, Inc. (“EVP”) and MethylGene Inc. (“MethylGene”). EVP and MethylGene are each sometimes referred to herein as a “Party,” and collectively as the “Parties.”
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • May 10th, 2013 • Mirati Therapeutics, Inc.
This Termination Agreement and Release (the “Agreement”) is made by and between MethylGene Inc. (the “Corporation”) and Mr. Charles Grubsztajn (the “Executive”) as of the 21st day of September, 2012.
MethylGene Inc.Employment Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • Quebec
This letter agreement (the “Letter Agreement”) is being entered into for the purpose of amending and clarifying the terms of your employment agreement (the “Agreement”) with MethylGene Inc. (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • New Jersey
THIS EMPLOYMENT Agreement (the “Agreement”), made as of January 4, 2012, is entered into by MethylGene US Inc., a company organized under the laws of Delaware (the “Company”), and Dr. Rachel W. Humphrey, residing at 251 Bouvant Drive, Princeton, NJ 08540 (the “Employee”). The Company, together with its parent MethylGene Inc. (“MethylGene”) and its affiliates, are hereafter sometimes referred to collectively as the “Companies”.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of February 15, 2013, is entered into by MethylGene Inc., a company organized under the laws of Quebec, Canada (the “Company”), and Mr. Mark Gergen, residing at 11508 Meadow Grass Lane, San Diego, California, 92128 (the “Employee”).
FIRST AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
This FIRST AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT (“First Amendment”) is entered into effective as of March 25, 2010 (the “First Amendment Effective Date”) by and between MethylGene Inc., a corporation organized under the laws of Canada, having a business address at 7220 Frederick Banting, Montreal, QC H4S 2A1 (as successor-in-interest to MethylGene, Inc., a corporation organized under the laws of Quebec, Canada) (“MethylGene”), and Otsuka Pharmaceutical Co., Ltd., a company organized under the laws of Japan, having a business address at 2-9 Kanda-Tsukasamachi, Chiyoda-ku Tokyo 101-8535, Japan, acting through its Ophthalmology and Dermatology Division (“Otsuka”).
AMENDMENT NUMBER ONE TO COLLABORATION AND LICENSE AGREEMENT BETWEEN TAIHO AND MGCollaboration and License Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
This Amendment Number One (this “Amendment”), is entered into this 25th day of January, 2005 (“Amendment Date”), by and between Taiho Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, with a principal place of business at 1-27 Kandanishiki-cho, Chiyodu-ku, Tokyo 101-8444, Japan (“Taiho”) and MethylGene Inc., a corporation organized under the laws of Quebec, Canada with its principal place of business at 7220 Frederick-Banting, Suite 200, Montreal, Quebec H4S 2A1, Canada (“MG”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2013 • Mirati Therapeutics, Inc. • Quebec
THIS EMPLOYMENT AGREEMENT (the “Agreement”), originally made as of January 1, 1999 as subsequently amended and restated, is entered into by MethylGene Inc., a company organized under the laws of Quebec, Canada (the “Company”), and Dr. Jeffrey M. Besterman, residing at 41 Gray Crescent, Baie d’Urfé, Québec, Canada, H9X 3V3 (the “Employee”).
REGUS Addendum to Service AgreementService Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
This Addendum to the Service Agreement (“Addendum”) is made and entered into on the 4th day of January, 2013, by and between HQ Global Workplaces (“Regus”) and Methylgene, Inc. (“Client”).
Donald F. Corcoran President & Chief Executive Officer MethylGene Inc.Research Collaboration and License Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
AMENDMENT #1Lease Agreement • May 10th, 2013 • Mirati Therapeutics, Inc.
BETWEEN: GE Q-TECH REAL ESTATE HOLDINGS Inc., (hereinafter called the “Landlord”)., a duly constituted company, represented by Joe Iadeluco, Regional Director — Quebec Equity, duly authorized for the purposes hereof as he so declares;
