SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations • Florida
This Second Amended and Restated Employment Agreement (this “Agreement”) is made this 29th day of March, 2024 by and between James Bianco, MD (“Employee”), and Tuhura Biosciences, Inc., a Delaware corporation f/k/a Morphogenesis, Inc. (the “Company”). Employee and the Company are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.” This Agreement amends and restates that certain First Amended and Restated Employment Agreement, dated May 22, 2023, between Employee and the Company (the “Prior Employment Agreement”).
MORPHOGENESIS, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 13th, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations • Florida
THIS STOCK OPTION AGREEMENT (this “Option Agreement”) is entered into as of [___] (the “Grant Date”) between Morphogenesis, Inc., a Florida corporation (the “Company”), and [___] (the “Optionee). This option is being granted pursuant to the terms of the Company’s 2019 Restated Stock Option Plan, as the same may be amended from time to time (the “Plan”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 13th, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations
THIS AGREEMENT is made and entered into on April 23, 2021 (hereinafter “EFFECTIVE DATE”) by and between H. Lee Moffitt Cancer Center and Research Institute, Inc. a non-profit Florida corporation organized pursuant to Section 1004.43, Florida Statutes, whose address is 12902 Magnolia Drive Tampa, Florida 33612 (hereinafter “MOFFITT”) and TUHURA Biopharma Inc., a corporation duly organized under the laws of Delaware, United Slates whose address is 2030 8th Ave, Suite 3903, Seattle, WA 98121 (hereinafter “LICENSEE”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN TUHURA BIOPHARMA INC. AND MORPHOGENESIS, INC. DATED AS OF JANUARY 26, 2023Asset Purchase Agreement • May 13th, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations • Florida
This Asset Purchase Agreement (this “Agreement”), dated as of January 26, 2023, is entered into between MORPHOGENESIS, INC., a Florida corporation (“Buyer”), and TUHURA BIOPHARMA INC., a Delaware corporation (“Seller”), and solely for purposes of Articles V and VI, each of James Bianco (“Bianco”), Jimmie Rodgers, Spencer Kunath, and Raj Dua (and together with the Seller, the “Restricted Parties”). Capitalized terms used in this Agreement but not otherwise defined have the meanings given to such terms herein and in Section 8.01.
ContractWarrant Agreement • May 13th, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES ACT.
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED RESTATED AND AMENDED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 13th, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations • West Virginia
This Restated and Amended Exclusive License Agreement (“Agreement”), to be effective as of September 7, 2022 (“Effective Date”), despite the dates of signatures herein, is between TuHURA BioPharma INC., a biotechnology company targeting myeloid derived suppressor cells with bi-specific immunotherapies and drug antibody conjugates with an address of 545 Channelside Drive, Tampa FL 33602 (“COMPANY” or “LICENSEE”), and West Virginia University Research Corporation (“WVURC”), a nonprofit West Virginia corporation acting for and on behalf of West Virginia University (“WVU”).
ContractConvertible Note Agreement • May 13th, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations • Florida
THIS NOTE AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IS SUPPLIED TO THE COMPANY TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
