0001558370-16-007470 Sample Contracts

Contract
Collaboration and License Agreement • August 5th, 2016 • TESARO, Inc. • Pharmaceutical preparations • New York

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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AMENDMENT NO. 1 TO LICENSE AGREEMENT
License Agreement • August 5th, 2016 • TESARO, Inc. • Pharmaceutical preparations • New York

This AMENDMENT NO. 1 (this “Amendment”), to the License Agreement (the “Agreement”), dated as of May 22, 2012, by and between MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey (“Merck”), and TESARO, INC., a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”), is effective as of April 5, 2016 (the “Amendment Effective Date”), and is joined for certain purposes by Janssen Biotech, Inc. (the “Prostate Cancer Sublicensee”). Merck and Licensee are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used in this Amendment without definition shall have the meanings given those terms in the Agreement.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 5th, 2016 • TESARO, Inc. • Pharmaceutical preparations • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of April 5, 2016, by and between TESARO, Inc., a Delaware corporation (the “Company”), and Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation (the “Purchaser”).

INVESTOR AGREEMENT
Investor Agreement • August 5th, 2016 • TESARO, Inc. • Pharmaceutical preparations • Delaware

THIS INVESTOR AGREEMENT (this “Agreement”) is made as of April 5, 2016, by and between TESARO, Inc., a Delaware corporation (the “Company”), and Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation (the “Investor”).

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