INDEMNIFICATION AGREEMENTIndemnification Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Gossamer Bio, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
GOSSAMER BIO, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
Gossamer Bio, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (as amended from time to time, the “Plan”), hereby grants to Participant an Option to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (“Grant Notice”) and the Agreement.
Gossamer Bio, Inc. San Diego, CA 92112Employment Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • California
This letter agreement (this “Agreement”) confirms the terms of your continuing employment with Gossamer Bio, Inc. (“Parent”) and, effective January 1, 2019, with Gossamer Bio Services, Inc., a wholly-owned subsidiary of Parent (“Gossamer Services,” and together with Parent, the “Company”). This Agreement is effective as of December 4, 2018 (the “Effective Date”).
GOSSAMER BIO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 20, 2018Investors’ Rights Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 20, 2018, by and among Gossamer Bio, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
SUBLEASESublease • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • California
This Sublease, dated December 29, 2017 (“Effective Date”) is made between THE MEDICINES COMPANY, a Delaware corporation (“Sublessor”), and GOSSAMER BIO, Inc., a Delaware corporation (“Sublessee”).
GOSSAMER BIO, INC. RESTRICTED STOCK GRANT NOTICE AND RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
These instructions are provided to assist you if you choose to make an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the shares of common stock of Gossamer Bio, Inc. transferred to you. Please consult with your personal tax advisor as to whether an election of this nature will be in your best interests in light of your personal tax situation.
EXCLUSIVE LICENSE AGREEMENT by and between FSG Pulmo, Inc., FSG Bio, Inc., and Pulmokine, Inc. Dated as of the 2nd day of October, 2017Exclusive License Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement is entered into as of the 2nd day of October, 2017, by and between FSG Pulmo, Inc., a corporation organized under the laws of the State of Delaware having its registered office at 17 Selborne Drive, Piedmont, CA 94611 USA (“Licensee”), Pulmokine, Inc., a corporation organized under the laws of the State of Delaware having its registered office at 68 Queen Anne Drive, Slingerlands, New York 12159 (“Pulmokine”), and solely with respect to Section 3.14, FSG Bio, Inc., a corporation organized under the laws of the State of Delaware having its registered office at 17 Selborne Drive, Piedmont, CA 94611 USA (“FSG”). Licensee and Pulmokine are also referred to individually as a “Party” and together as the “Parties.”
GOSSAMER BIO, INC. 2017 EQUITY INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE AND RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
These instructions are provided to assist you if you choose to make an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the shares of common stock of Gossamer Bio, Inc. transferred to you. Please consult with your personal tax advisor as to whether an election of this nature will be in your best interests in light of your personal tax situation.
FIRST AMENDMENT TO SUBLEASESublease • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO SUBLEASE (“Amendment”) is made and entered into as of the 24 day of August, 2018, by and between THE MEDICINES COMPANY, a Delaware corporation (“Sublessor”), and GOSSAMER BIO, Inc., a Delaware corporation (“Sublessee”).
LICENSE AGREEMENTLicense Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”), dated as of June __, 2018 (the “Effective Date”), is made by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation having business offices at 9987 Carver Road, Suite 420, Cincinnati, OH 45254 (“Aerpio”), and GB004, Inc., a Delaware corporation having business offices at 3013 Science Park Road, Suite 200, San Diego, CA 92121 (“Licensee”). Aerpio and Licensee are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
Gossamer Bio, Inc. San Diego, CA 92121Board Designation Right • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
