INFINITY PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Inducement Grant Pursuant to NASDAQ Stock Market Rule 5635(c)(4)Nonstatutory Stock Option Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • Delaware
PROTECTIVE RIGHTS AGREEMENTProtective Rights Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
THIS PROTECTIVE RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2019 by and between Infinity Pharmaceuticals, Inc., a Delaware corporation (“Grantor”), and HCR Collateral Management, LLC, a Delaware limited liability company (“Agent”), as agent for HealthCare Royalty Partners III, L.P., a Delaware limited partnership (“HC Royalty”).
Cambridge, MA Tel: 617-453-1000 Fax: 617-453-1001Merger Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
As you know, Infinity Pharmaceuticals, Inc. (“Infinity”) is entering into a merger agreement with MEI Pharma, Inc. (“MEI”) by which, if the merger is completed in accordance with its terms, Infinity will become a subsidiary of MEI. References to “Infinity” below include MEI if and after the merger closes. We recognize that your contributions to Infinity in the past have been integral to its success and that your continued involvement with and after the merger will be necessary to facilitate the completion of the merger and are critical to ensuring the success of the merged company.
PURCHASE AND SALE AGREEMENT dated as of March 5, 2019 between INFINITY PHARMACEUTICALS, INC. and HEALTHCARE ROYALTY PARTNERS III, L.P.Purchase and Sale Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT (this “Purchase and Sale Agreement” or this “Agreement”) dated as of March 5, 2019 (the “Execution Date”) is between Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), and HealthCare Royalty Partners III, L.P., a Delaware limited partnership (the “Purchaser”).
FUNDING AGREEMENTFunding Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Funding Agreement (this “Agreement”), dated as of January 8, 2020, is entered into by and among Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), BVF Partners L.P., a Delaware limited partnership (“BVF”) and Royalty Security, LLC, a wholly owned subsidiary of BVF and a Delaware limited liability company (“Buyer”). Each of the Company, BVF and Buyer is referred to herein individually as a “Party” and collectively as the “Parties”.
INFINITY PHARMACEUTICALS, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 5th, 2023 • MEI Pharma, Inc. • 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.
December 24, 2012 AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT Between INTELLIKINE LLC and INFINITY PHARMACEUTICALS, INC.Development and License Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Development and License Agreement (“Agreement”) is made as of this 24th day of December, 2012 (the “Effective Date”) by and between Intellikine LLC, a limited liability company organized and existing under the laws of the State of Delaware and successor to Intellikine, Inc. (“Intellikine”), and Infinity Pharmaceuticals, Inc., a company organized and existing under the laws of the State of Delaware (“Infinity”). Intellikine and Infinity are each referred to individually as a “Party” and together as the “Parties”.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED AND RESTATED LICENSE AGREEMENT BY AND BETWEEN INFINITY PHARMACEUTICALS, INC. AND VERASTEM, INC.License Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”) is entered into as the 1 st day of November, 2016 and made effective as of the 29 th day of October, 2016 (the “Effective Date”), by and between Infinity Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal office located at 784 Memorial Drive, Cambridge, Massachusetts 02139 (“INFI”), and Verastem, Inc., a corporation organized and existing under the laws of Delaware, having a principal office located at 117 Kendrick Street, Suite 500, Needham, Massachusetts 02494 (“Licensee”). INFI and Licensee are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
Cambridge, MA Tel: 617-453-1000 Fax: 617-453-1001Merger Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
As you know, Infinity Pharmaceuticals, Inc. (“Infinity”) is entering into a merger agreement with MEI Pharma, Inc. (“MEI”) by which, if the merger is completed in accordance with its terms, Infinity will become a subsidiary of MEI. References to “Infinity” below include MEI if and after the merger closes. We recognize that your contributions to Infinity in the past have been integral to its success and that your continued involvement with and after the merger will be necessary to facilitate the completion of the merger and are critical to ensuring the success of the merged company.
TERMINATION AND REVISED RELATIONSHIP AGREEMENTTermination and Revised Relationship Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Termination and Revised Relationship Agreement (this “Agreement”) is entered into as of the 17th day of July 2012 (the “Effective Date”) by and between Infinity Pharmaceuticals, Inc., a Delaware corporation having its principal office at 780 Memorial Drive, Cambridge, Massachusetts 02139 (“Infinity”), and Purdue Pharmaceutical Products L.P., a Delaware limited partnership (“Purdue”).
INFINITY PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AGREEMENT Inducement Grant Pursuant to Nasdaq Stock Market Rule 5635(c)(4)Restricted Stock Unit Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs 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.
Cambridge, MA Tel: 617-453-1000 Fax: 617-453-1001Merger Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
As you know, Infinity Pharmaceuticals, Inc. (“Infinity”) is entering into a merger agreement with MEI Pharma, Inc. (“MEI”) by which, if the merger is completed in accordance with its terms, Infinity will become a subsidiary of MEI. References to “Infinity” below include MEI if and after the merger closes. We recognize that your contributions to Infinity in the past have been integral to its success and that your continued involvement with and after the merger will be necessary to facilitate the completion of the merger and are critical to ensuring the success of the merged company.
TERMINATION AND REVISED RELATIONSHIP AGREEMENTTermination and Revised Relationship Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Termination and Revised Relationship Agreement (this “Agreement”) is entered into as of the 17 th day of July 2012 (the “Effective Date”) by and between Infinity Pharmaceuticals, Inc., a Delaware corporation having its principal office at 780 Memorial Drive, Cambridge, Massachusetts 02139 (“Infinity”), and Mundipharma International Corporation Limited, a Bermuda corporation having its principal office at Mundipharma House, 14 Par-la-Ville Road, P.O. Box HM 2332, Hamilton HM JX, Bermuda (“MICL”).
NOVATION AND AMENDMENT AGREEMENTNovation and Amendment Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • New York
This Novation and Amendment Agreement (this “Agreement”) is made as of January 27, 2020, by and among Infinity Pharmaceuticals, Inc. (the “Company”), BVF Partners L.P. (“BVF”), Royalty Security Holdings, LLC (“Holdco”), and Royalty Security, LLC (“Buyer”).
INFINITY PHARMACEUTICALS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations • Delaware
Infinity Pharmaceuticals, Inc. (the “ Company ”) has selected you to receive the following restricted stock award pursuant to its 2010 Stock Incentive Plan, as amended. The terms and conditions attached hereto are also a part hereof .
Cambridge, MA Tel: 617-453-1000 Fax: 617-453-1001Merger Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
As you know, Infinity Pharmaceuticals, Inc. (“Infinity”) is entering into a merger agreement with MEI Pharma, Inc. (“MEI”) by which, if the merger is completed in accordance with its terms, Infinity will become a subsidiary of MEI. References to “Infinity” below include MEI if and after the merger closes. We recognize that your contributions to Infinity in the past have been integral to its success and that your continued involvement with and after the merger will be necessary to facilitate the completion of the merger and are critical to ensuring the success of the merged company.
THIS IS AN IMPORTANT LEGAL DOCUMENT. PLEASE CONFER WITH A LAWYER OR OTHER TRUSTED ADVISOR BEFORE SIGNING THIS DOCUMENT.Severance Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
This letter summarizes the terms of your separation from employment with Infinity Pharmaceuticals Inc (the “Company”). The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, to release the Company from all legally waivable claims and to permit you to receive severance pay.
AMENDMENT No. 2 TO AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
This Amendment No. 2 to Amended and Restated Development and License Agreement (the “Amendment No. 2”) is made as of this 27 th day of September, 2016 (the “Amendment 2 Effective Date”) by and between Intellikine LLC, a limited liability company organized and existing under the laws of the State of Delaware and successor to Intellikine, Inc. (“Intellikine”), and Infinity Pharmaceuticals, Inc., a company organized and existing under the laws of the State of Delaware (“Infinity”). Intellikine and Infinity are each referred to individually as a “Party” and together as the “Parties”.
OFFICE LEASEOffice Lease • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
AMENDMENT No. 4 TO AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
This Amendment No. 4 to Amended and Restated Development and License Agreement (“Amendment No. 4”) is made as of this 4 th day of March, 2019 (the “Amendment No. 4 Effective Date”) by and between Intellikine LLC, a limited liability company organized and existing under the laws of the State of Delaware and successor to Intellikine, Inc. (“Intellikine”), and Infinity Pharmaceuticals, Inc., a company organized and existing under the laws of the State of Delaware (“Infinity”). Intellikine and Infinity are each referred to individually as a “Party” and together as the “Parties”.
AMENDMENT No. 3 TO AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
This Amendment No. 3 to Amended and Restated Development and License Agreement (“Amendment No. 3”) is made as of this 26 th day of July, 2017 (the “Amendment No. 3 Effective Date”) by and between Intellikine LLC, a limited liability company organized and existing under the laws of the State of Delaware and successor to Intellikine, Inc. (“Intellikine”), and Infinity Pharmaceuticals, Inc., a company organized and existing under the laws of the State of Delaware (“Infinity”). Intellikine and Infinity are each referred to individually as a “Party” and together as the “Parties”.
AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • June 5th, 2023 • MEI Pharma, Inc. • Pharmaceutical preparations
This Amendment to Amended and Restated Development and License Agreement (“Amendment”) is made as of this 29th day of July, 2014 (the “Amendment Effective Date”) by and between Intellikine LLC, a limited liability company organized and existing under the laws of the State of Delaware and successor to Intellikine, Inc. (“Intellikine”), and Infinity Pharmaceuticals, Inc., a company organized and existing under the laws of the State of Delaware (“Infinity”). Intellikine and Infinity are each referred to individually as a “Party” and together as the “Parties”.
