INDEMNIFICATION AGREEMENTIndemnification Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between KURA ONCOLOGY, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among KURA ONCOLOGY, INC., ZETA ACQUISITION CORP. III AND KURA OPERATIONS, INC. March 6, 2015Merger Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of March 6, 2015, by and among KURA ONCOLOGY, INC., a Delaware corporation (the “Company”), ZETA ACQUISITION CORP. III, a Delaware corporation (“Parent”), and KURA OPERATIONS, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
KURA ONCOLOGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 6, 2015, by and among (i) Kura Oncology, Inc., a Delaware corporation (the “Company”), (ii) each person listed on Schedule A attached hereto (together with any transferees who become parties hereto as “Investors” pursuant to Section 8(f), each individually, an “Investor” and collectively, the “Investors”), (iii) each officer or director of the Company or holder of Outstanding Capital Stock (as defined below) who becomes a party hereto as an “Existing Stockholder” by signing Exhibit A attached hereto, as listed on Schedule B (together with any transferees who become parties hereto as “Existing Stockholders” pursuant to Section 8(f), each individually, an “Existing Stockholder” and collectively, the “Existing Stockholders”), and (iv) Zeta Acquisition Corp. III, a Delaware corporation (“Zeta”), but only for purposes of assuming all of the Company’s rights, duties and obligations hereunder pursuant to Section 8. The
LICENSE AGREEMENTLicense Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • New York
multiple sales milestones are first attained, then the payments for all such milestones attained as specified below shall be due.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • California
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of February 12, 2015 (“Signing Date”), by and between KURA ONCOLOGY, INC., a Delaware corporation (“Purchaser”), and ARAXES PHARMA LLC, a Delaware limited liability company (“Seller”). The foregoing may be referred to individually as a “Party” and collectively as “Parties” in this Agreement.
SUBLEASESublease • March 12th, 2015 • Kura Oncology, Inc. • Blank checks
THIS SUBLEASE (“Sublease”), dated August 29, 2014, for reference purposes only, is entered into by and between WELLSPRING BIOSCIENCES LLC, a Delaware limited liability company (“Sublandlord”), and KURA ONCOLOGY, INC., a Delaware corporation (“Subtenant”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of March 6, 2015, by and between Zeta Acquisition Corp. III, a Delaware corporation (the “Parent Corporation”), and Kura Oncology, Inc., a Delaware corporation (the “Subsidiary Corporation”). The Parent Corporation and the Subsidiary Corporation are collectively referred to as the “Constituent Corporations.”
1st AMENDMENT TO SUBLEASESublease • March 12th, 2015 • Kura Oncology, Inc. • Blank checks
THIS 1st AMENDMENT TO SUBLEASE (this “1st Amendment”) is entered into effective as of December 18, 2014 (“Amendment Effective Date”) by and between WELLSPRING BIOSCIENCES LLC, a Delaware limited liability company (“Sublandlord”), and KURA ONCOLOGY, INC., a Delaware corporation (“Subtenant”)
INDEMNITY AGREEMENTIndemnification & Liability • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of March 6, 2015, is entered into by and among Zeta Acquisition Corp. III, a Delaware corporation (“Zeta”), Kura Oncology, Inc., a Delaware corporation (“Kura” and together with Zeta, the “Companies”), and Matthew P. Kinley (the “Indemnitee”).
KURA ONCOLOGY, INC. EXECUTIVE EMPLOYMENT AGREEMENT FOR TROY WILSONExecutive Employment Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • California
This Executive Employment Agreement (the “Agreement”), made between Kura Oncology, Inc. (the “Company”) and Troy Wilson, Ph.D., J.D., (the “Executive”) (collectively, the “Parties”), is effective as of October 1, 2014.
REDEMPTION AGREEMENTRedemption Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • New York
This Agreement (the “Agreement”) is made as of March 6, 2015, by and among Zeta Acquisition Corp. III, a Delaware corporation (the “Issuer”), and the stockholders of the Issuer listed on Schedule A attached hereto (collectively, the “Sellers”).
