SAGIMET BIOSCIENCES INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [_______] by and between Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
SAGIMET BIOSCIENCES INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [_______] by and between Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (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 Equity Documents (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 [·], and (ii) any offer letter, as applicable (collectively, the “Prior Agreement”).
LEASE AGREEMENT between Casiopea Bovet, LLC “Landlord” and 3-V Biosciences, Inc., a Delaware corporation “Tenant”Lease Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
Commencement Date: The Lease shall commence upon the later of substantial completion of the Tenant Improvements by Landlord or April 1, 2019.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
This Executive Employment Agreement (this “Agreement”) is made between Sagimet Biosciences Inc. (the “Company”) and Elizabeth Rozek (“Executive”).
Sagimet Biosciences Inc.Sagimet Biosciences Inc. • June 23rd, 2023 • Pharmaceutical preparations
On behalf of Sagimet Biosciences Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no later than October 17, 2022 (such actual date of your commencement of employment shall be referred to herein as the “Start Date”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE SAGIMET BIOSCIENCES INC. 2023 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
Pursuant to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Sagimet Biosciences Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Series A Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT by and between and Ascletis BioScience Co. Ltd. Dated January 18, 2019Exclusive License and Development Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
THIS EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT (this “Agreement”), is executed as of January 18, 2019 by and between 3-V Biosciences, Inc., a corporation organized under the laws of Delaware (“3-V”), having a principal place of business at 3715 Haven Ave. Suite 220, Menlo Park, CA 94025, and Ascletis BioScience Co. Ltd. (also known as 歌礼生物科技（杭州）有限公司), a corporation under the laws of China having a registered office at Room 1102，Building D，198 Qidi Road, HIPARK, Xiaoshan District, Hangzhou, China (“Ascletis”). 3-V and Ascletis are sometimes collectively referred to herein as the “Parties” or individually as a “Party”.
investors’ rights agreementInvestors’ Rights Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 21, 2020, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (each, an “Investor,” and collectively, the “Investors”).
Patent Assignment AgreementPatent Assignment Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
This Patent Assignment Agreement (this “Agreement”), effective as of October 25, 2019, is signed by and between Sagimet Biosciences Inc. (formerly known as 3-V Biosciences, Inc.), a corporation organized under the laws of Delaware, having a principal place of business at 155 Bovet Road Suite 303, San Mateo, CA 94402 (hereinafter referred as “Assignor” or “Sagimet”); and Gannex Pharma Co., Ltd. ( 甘莱制药有限公司), an affiliate of Ascletis BioScience Co., Ltd. (both wholly-owned subsidiaries of Ascletis Pharma Inc.) and a corporation under the laws of China having a registered office at No. 665 Zhangjiang Road, 3rd Floor, Shanghai Pilot Free Trade Zone, Shanghai, China (hereinafter referred to as "Assignee").
ContractSagimet Biosciences Inc. • June 23rd, 2023 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE SAGIMET BIOSCIENCES INC. 2023 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
Pursuant to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Sagimet Biosciences Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Series A Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
This Amended and Restated Executive Employment Agreement (this "Agreement”), made between 3-V Biosciences, Inc. (the "Company") and Dennis Hom ("Executive") amends and restates in its entirety Executive's terms of employment with the Company previously set forth in that certain Offer Letter dated October 26, 2017 (the "Offer Letter"). This Agreement is effective as of January 11, 2019 (the "Effective Date").
Amendment to Transition Services AgreementTransition Services Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
WHEREAS, Dennis Hom and Sagimet Biosciences Inc. (collectively, the “Parties”) entered into a Transition Services Agreement on April 4, 2023 (the “Transition Services Agreement”); and
Sagimet Biosciences Inc. 155 Bovet Road, Suite 303 San Mateo, CA 94402 April 4, 2023Acknowledgment and Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • California
Thank you for all of the services you have provided to Sagimet Biosciences Inc. (the Company”). Thank you also for agreeing to help transition your role as Chief Financial Officer (“CFO”) of the Company to the Company’s incoming CFO. We are providing you with this letter agreement (“Letter Agreement”) to confirm our understanding regarding this transition.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SAGIMET BIOSCIENCES Inc. 2023 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations
Pursuant to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Sagimet Biosciences Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Series A Common Stock, par value $0.0001 per share (the “Stock”), of the Company.
AMENDED AND RESTATED NOMINATING AGREEMENTNominating Agreement • June 23rd, 2023 • Sagimet Biosciences Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED NOMINATING AGREEMENT (this “Agreement”), dated as of April 15, 2021, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), Baker Brothers Life Sciences, L.P. (“BBLS”) and 667, L.P. (“667,” together with BBLS, the “Investor”).
