LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2016 • Kura Oncology, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 27, 2016 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and KURA ONCOLOGY, INC., a Delaware corporation with offices located at 11119 N. Torrey Pines Rd. Suite 125, La Jolla, CA 92037 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ContractKura Oncology, Inc. • August 10th, 2016 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractKura Oncology, Inc. • August 10th, 2016 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
2nd AMENDMENT TO SUBLEASEKura Oncology, Inc. • August 10th, 2016 • Pharmaceutical preparations
THIS 2nd AMENDMENT TO SUBLEASE (this “2nd Amendment”) dated June 9, 2016, is entered into by and between WELLSPRING BIOSCIENCES LLC, a Delaware limited liability company (“Sublandlord”), and KURA ONCOLOGY, INC., a Delaware corporation (“Subtenant”)
AMENDMENT No. 1 TO LICENSE AGREEMENTTo License Agreement • August 10th, 2016 • Kura Oncology, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the License Agreement (this “Amendment No. 1”) is made and effective as of the date of execution by the last Party to sign below (the “Amendment Effective Date”), by and between Kura Oncology, Inc., a company organized and existing under the laws of the State of Delaware having a business address at 11119 North Torrey Pines Road, Suite 125, La Jolla, CA 92037 (“Company”), and Janssen Pharmaceutica NV, a company organized and existing under the laws of Belguim having a business address at Turnhoutseweg 30, 2340 Beerse, Belgium (“Janssen”). Company and Janssen are each referred to individually as a “Party” and together as the “Parties.”
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 10th, 2016 • Kura Oncology, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made effective as of April 1, 2016 (the “Amendment Effective Date”), by and between Araxes Pharma LLC, a Delaware limited liability company, having a business address at 11119 North Torrey Pines Road, Suite 125, La Jolla, CA 92037 (the “Company”), and Kura Oncology, Inc., a Delaware corporation having a business address at 11119 North Torrey Pines Road, Suite 125, La Jolla, CA 92037 (“Kura”).
