Revolution Medicines, Inc. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • New York
Revolution Medicines, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
REVOLUTION MEDICINES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”), entered into effective as of December 18, 2019 (the “Effective Date”), is between Revolution Medicines, Inc., a Delaware corporation (the “Company”) and Margaret Horn (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of November 9, 2014 (“Offer Letter”).
AGREEMENT AND PLAN OF MERGER by and among REVOLUTION MEDICINES, INC., TROTSKY MERGER SUB, INC., WARP DRIVE BIO, INC. and FORTIS ADVISORS LLC as the Stockholders’ Representative Dated as of October 15, 2018Merger Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 15, 2018, is by and among Revolution Medicines, Inc., a Delaware corporation (“Parent”), Trotsky Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Warp Drive Bio, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the Stockholders’ Representative (“Stockholders’ Representative”).
COLLABORATIVE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTCollaborative Research, Development and Commercialization Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • New York
Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time.
REVOLUTION MEDICINES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 5, 2019Investors’ Rights Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of June, 2019, by and among REVOLUTION MEDICINES, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof (collectively, “Investors”), and amends and restates that certain Investors’ Rights Agreement, dated as of March 23, 2018, by and among the Company and the investors listed on Schedule A thereto, as amended (the “Prior Agreement”).
REVOLUTION MEDICINES, INC. EARLY EXERCISE STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Delaware
Revolution Medicines, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to the participant set forth below (“Participant”), an option (the “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 “Stock Option 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 and the Stock Option Agreement.
SUBLEASE AGREEMENTSublease Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Sublease Agreement (this “Sublease”) is dated as of February 4, 2019, for reference purposes only, by and between Revolution Medicines, Inc., a Delaware corporation (“Sublandlord”), as successor to Warp Drive Bio, LLC, a Delaware limited liability company, with Sublandlord having an address of 700 Saginaw Drive, Redwood City, CA 94063, Attn: General Counsel, (email: Legal@revolutionmedicines.com), and Casma Therapeutics, Inc., a Delaware corporation, (“Subtenant”), having an address at 29 Newbury Street, Boston, Massachusetts 02116 prior to the Commencement Date and at the Premises on and after the Commencement Date. This Sublease shall be effective as of the date set forth in Section 2, below.
FIRST AMENDMENT TO LEASELease Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Lease (the “First Amendment”) is made as of May 18, 2017, by and between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and WARP DRIVE BIO, INC., a Delaware corporation (“Tenant”), formerly known as WARP DRIVE BIO, LLC, a Delaware limited liability company.
FIRST AMENDMENT TO LEASELease • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of September 16, 2016, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership (“Landlord”), and REVOLUTION MEDICINES, INC., a Delaware corporation (“Tenant”).
