INDEMNIFICATION AGREEMENTIndemnification Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 20[●] by and between Arvinas, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
ARVINAS, INC. Common Stock Underwriting AgreementUnderwriting Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • New York
Arvinas, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as the representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Option Shares”) of common stock, par value, $0.001 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of September 13, 2018 by and between Arvinas, Inc. (the “Company”), and John Houston (the “Executive”) (together, the “Parties”).
Arvinas, Inc. STOCK OPTION AGREEMENTStock Option Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between ARVINAS, INC. and PFIZER INC.Research Collaboration and License Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”) is effective as of December 22, 2017 (the “Effective Date”), and is entered into by and between Arvinas, Inc., a corporation organized and existing under the laws of Delaware, located at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511 (“Arvinas”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware, located at 235 East 42nd Street, New York, NY 10017 (“Pfizer”).
CONFIDENTIAL EXECUTION COPYOption, License, and Collaboration Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED OPTION, LICENSE, AND COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of November 8, 2017 (“A&R Effective Date”), by and between ARVINAS, INC., having its principal place of business at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511 (“Arvinas”), and GENENTECH, INC., a Delaware corporation, having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“Genentech”), and as expressly provided herein as a “Licensee” or as a “Party,” or as expressly named herein under Section 9.6, F. Hoffmann-La Roche Ltd, with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”).
ARVINAS HOLDING COMPANY, LLC SECOND AMENDED AND RESTATED OPERATING AGREEMENT DATED AS OF MARCH 29, 2018 A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE DELAWARE LIMITED LIABILITY COMPANY ACTOperating Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
This Second Amended and Restated Operating Agreement, dated as of March 29, 2018 (as amended from time to time in accordance with the terms hereof, this “Agreement”), is by and among Arvinas Holding Company, LLC, a Delaware limited liability company (the “LLC”), and the persons identified as the Members on Schedule A attached hereto (such persons and their respective successors and permitted assigns being hereinafter referred to individually as a “Member” or collectively as the “Members”), as such Schedule A may hereinafter be amended.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • New York
THIS SPONSORED RESEARCH AGREEMENT (this “Agreement”) dated as of March 7, 2018 (the “Effective Date”), is entered into between The Silverstein Foundation For Parkinson’s With GBA, a Delaware corporation (the “TSF”) and Arvinas, Inc., a Delaware corporation (“Company”), having a place of business located at 5 Science Park, New Haven, CT 06511.
LEASE BETWEEN SCIENCE PARK DEVELOPMENT CORPORATION AND ARVINAS, INC.Lease Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Connecticut
This Lease (this “Lease”) is made and entered into as of the day of ____ December, 2017, by and between SCIENCE PARK DEVELOPMENT CORPORATION, a Connecticut corporation having a principal place of business at 5 Science Park, New Haven, Connecticut 06511 (herein referred to as “Landlord”) and ARVINAS, INC., a Delaware corporation having a principal place of business at 5 Science Park, New Haven, Connecticut 06511 (herein referred to as “Tenant”).
ARVINAS HOLDING COMPANY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (the “Agreement”) is entered into as of this day of 2018, by and among Arvinas, Inc. (f/k/a Arvinas Holding Company, LLC), a Delaware corporation (the “Company”), the holders of the Company’s shares of Series A Preferred Stock (the “Series A Shares”), shares of Series B Preferred Stock (the “Series B Shares”) and shares of Series C Preferred Stock (the “Series C Shares” and, together with the Series A Shares and the Series B Shares, the “Preferred Shares”) listed on Exhibit A attached hereto (collectively, the “Investors”).
Arvinas, Inc. RESTRICTED STOCK AGREEMENT Incentive Share PlanRestricted Stock Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
This Agreement includes this Notice of Grant and Exhibit A – General Terms and Conditions attached hereto, which is expressly incorporated by reference to its entirety herein. This Restricted Stock Award is subject to the terms of the Plan.
