0001104659-24-043233 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2024 • Traws Pharma, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is dated as of April 1, 2024, by and among Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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AGREEMENT AND PLAN OF MERGER by and among: Onconova Therapeutics, Inc., a Delaware corporation; TrawS MERGER SUB I, INC., a Delaware corporation; trawS MERGER SUB II, LLC, a Delaware limited liability company; and Trawsfynydd Therapeutics, Inc., a...
Merger Agreement • April 4th, 2024 • Traws Pharma, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 1, 2024, by and among ONCONOVA THERAPEUTICS, INC., a Delaware corporation (“Parent”), TRAWS MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), TRAWS MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and TRAWSFYNYDD THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 4th, 2024 • Traws Pharma, Inc. • Pharmaceutical preparations • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 1, 2024, by and among ONCONOVA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Date] [Name of Prospective Employee] [Street Address of Prospective Employee] [City, State Zip of Prospective Employee] Dear [Name of Prospective Employee],
Employment Agreement • April 4th, 2024 • Traws Pharma, Inc. • Pharmaceutical preparations

On behalf of Onconova Therapeutics, Inc. (the “Company”), we are pleased to present you with this offer of at-will employment. This letter agreement (“Offer Letter”) shall become effective upon the Closing (as defined in that certain Agreement and Plan of Merger, by and among the Company and Trawsfynydd Therapeutics, Inc., a Delaware corporation, and the other signatories thereto). The date on which this Offer Letter becomes effective is referred to herein as the “Effective Date.” In the event that the Closing does not occur, this Offer Letter shall be null and void ab initio, and neither party hereto shall have any liability or obligation hereunder.

ONconova therapeutics, inc. EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2024 • Traws Pharma, Inc. • Pharmaceutical preparations • Pennsylvania

This Employment Agreement (the “Agreement”) is entered into by and between Onconova Therapeutics, Inc., a Delaware corporation (the “Company”) and Werner Cautreels (“Employee”). This Agreement shall become effective upon the Closing (as defined in that certain Agreement and Plan of Merger, by and among the Company and Trawsfynydd Therapeutics, Inc., a Delaware corporation. and the other signatories thereto (the “Merger Agreement”)). The date on which this Agreement becomes effective is referred to herein as the “Effective Date.” In the event that the Closing does not occur, this Agreement shall be null and void ab initio and neither party hereto shall have any liability or obligation hereunder.

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