Unity Biotechnology, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • April 23rd, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
Unity Biotechnology, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of the Common Stock, par value $0.0001 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares.”
UNITY BIOTECHNOLOGY, INC. $50,000,000 SHARES OF COMMON STOCK SALES AGREEMENTSales Agreement • October 14th, 2022 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
Unity Biotechnology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
PURCHASE AGREEMENTPurchase Agreement • September 29th, 2021 • Unity Biotechnology, Inc. • Pharmaceutical preparations • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of September 29, 2021, is made by and between UNITY BIOTECHNOLOGY, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
LEASE by and between BMR-BAYSHORE BOULEVARD LP, a Delaware limited partnership and UNITY BIOTECHNOLOGY, INC., a Delaware corporationLease • April 5th, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • California
THIS LEASE (this “Lease”) is entered into as of this 13th day of May, 2016 (the “Execution Date”), by and between BMR-BAYSHORE BOULEVARD LP, a Delaware limited partnership (“Landlord”), and UNITY BIOTECHNOLOGY, INC., a Delaware corporation (“Tenant”).
UNITY BIOTECHNOLOGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [DATE] by and between Unity Biotechnology, Inc., a Delaware corporation (the “Company”), and [INDEMNITEE] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT UNITY BIOTECHNOLOGY, INC.Unity Biotechnology, Inc. • November 13th, 2023 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on [___] ([__]) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Unity Biotechnology, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2021 • Unity Biotechnology, Inc. • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2021, is entered into by and between UNITY BIOTECHNOLOGY, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
UNITY BIOTECHNOLOGY, INC. $75,000,000 SHARES OF COMMON STOCK SALES AGREEMENTCommon Stock • June 3rd, 2019 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
Unity Biotechnology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
UNITY BIOTECHNOLOGY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”), entered into as of January 29, 2018 (the “Effective Date”), is made by and between Unity Biotechnology, Inc., a Delaware corporation (the “Company”) and Tamara Tompkins (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer letter by and between Executive and the Company dated as of May 31, 2017 (“Offer Letter”).
unity biotechnology, inc. $50,000,000 shares of common stock SALES AGREEMENTUnity Biotechnology, Inc. • March 15th, 2022 • Pharmaceutical preparations • New York
Unity Biotechnology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
UNITY BIOTECHNOLOGY, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (the “Agreement”), entered into as of January 29, 2018 (the “Effective Date”), is made by and between Unity Biotechnology, Inc., a Delaware corporation (the “Company”) and Keith R. Leonard, Jr. (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain Employment Agreement by and between Executive and the Company dated as of October 26, 2016 (the “Prior Agreement”).
UNITY BIOTECHNOLOGY, INC.Equity Incentive Plan • March 23rd, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
COMMON STOCK PURCHASE WARRANT Unity Biotechnology, Inc.Common Stock Purchase Warrant • August 22nd, 2022 • Unity Biotechnology, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on August 22, 2027, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Unity Biotechnology, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regis
SUMMARY OF BASIC LEASE INFORMATIONLease • March 6th, 2019 • Unity Biotechnology, Inc. • Pharmaceutical preparations • California
UNITY BIOTECHNOLOGY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2021 • Unity Biotechnology, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”), entered into as of March 8, 2021 (the “Effective Date”), is made by and between Unity Biotechnology, Inc., a Delaware corporation (the “Company”) and Alexander Nguyen (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer letter by and between Executive and the Company dated as of February 17, 2021 (“Offer Letter”).
UNITY BIOTECHNOLOGY, INC. AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2020 • Unity Biotechnology, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of March 9, 2020 (the “Effective Date”), by and between Unity Biotechnology, Inc., a Delaware corporation (“Company”) and Tamara L. Tompkins (“Executive”).
COMPOUND LIBRARY AND OPTION AGREEMENTCompound License Agreement • April 23rd, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
This Compound Library and Option Agreement (the “Agreement”), dated as of February 2nd, 2016 (the “Signing Date”), is made by and between Ascentage Pharma Group Corp. Ltd., a Hong Kong corporation (“Ascentage”), with a business address at 11/F, AXA CENTRE, Gloucester Road, Wanchai, Hong Kong, and Unity Biotechnology, Inc., a Delaware corporation (“Unity”), with a business address at 1700 Owens Street, Suite 535, San Francisco, California 95158. Ascentage and Unity are sometimes referred to herein as individually as a party and collectively as the parties.
UNITY BIOTECHNOLOGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 15, 2018Investors’ Rights Agreement • March 23rd, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of March 15, 2018, and is between Unity Biotechnology, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
APG1252 License AgreementLicense Agreement • April 23rd, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
This APG1252 License Agreement (the “Agreement”) effective as of the 2nd day of Feburary, 2016, (the “Signing Date”) is made by and between Ascentage Pharma Group Corp. Ltd., a Hong Kong corporation (“Ascentage”), with a business address at 11/F, AXA CENTRE, Gloucester Road, Wanchai, Hong Kong, and Unity Biotechnology, Inc., a Delaware corporation (“Unity”), with a business address at 1700 Owens Street, Suite 535, San Francisco, California 95158. Each of Ascentage and Unity shall be a “Party,” and both the “Parties.”
SECOND AMENDMENT TO SPACE LICENSE AGREEMENTSpace License Agreement • April 5th, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO SPACE LICENSE AGREEMENT (this “Amendment”) is entered into as of this 30th day of January, 2017 (the “Second Amendment Execution Date”), by and between BMR-BAYSHORE BOULEVARD LP, a Delaware limited partnership (“Owner”), and UNITY BIOTECHNOLOGY, INC., a Delaware corporation (“User”).
FIRST AMENDMENT TO SPACE LICENSE AGREEMENTSpace License Agreement • April 5th, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO SPACE LICENSE AGREEMENT (this “Amendment”) is entered into as of this 5th day of December, 2016 (the “First Amendment Execution Date”), by and between BMR-BAYSHORE BOULEVARD LP, a Delaware limited partnership (“Owner”), and UNITY BIOTECHNOLOGY, INC., a Delaware corporation (“User”).
EXCLUSIVE LICENSE AGREEMENTStock Purchase Agreement • April 23rd, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is made as is made as of the 28th day of June, 2013 (the “Effective Date”) by and between the Mayo Foundation for Medical Education and Research, having its principal place of business at 200 First Street SW, Rochester, MN 55905 (“Mayo”), and Cenexys, Inc., a Delaware corporation, having a place of business at 1700 Owens St., Suite 535, San Francisco, CA 94158 (“Company”).
FIRST AMENDMENT TO COMPOUND LICENSE AGREEMENT FOR APG1197Compound License Agreement • November 25th, 2019 • Unity Biotechnology, Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”), dated as of November 19, 2019 (the “Amendment Effective Date”) is made by and between Ascentage Pharma Group Corp. Ltd., a Hong Kong corporation (“Ascentage”), with a business address at 11/F, AXA CENTRE, Gloucester Road, Wanchai, Hong Kong, and Unity Biotechnology, Inc., a Delaware corporation (“Unity”), with a business address at 3280 Bayshore Blvd, Suite 100, Brisbane, California 95002. Ascentage and Unity are sometimes referred to herein as individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 5 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 23rd, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations
THIS Amendment No.5 to Exclusive License Agreement (“Amendment 5”) is made and entered into this 12th day of October, 2016 (“Effective Date of Amendment 5”), by and between the Mayo Foundation for Medical Education and Research (“Mayo”) having its principal place of business at 200 First Street SW, Rochester, MN 55905, and Unity Biotechnology, Inc., a Delaware corporation, having a place of business at 3280 Bayshore Blvd, Brisbane CA 94005 (“Company”), for purposes of confirming the parties’ intent and agreement as set forth herein.
AMENDMENT NO. 2 TO SALES AGREEMENT March 17, 2023Sales Agreement • March 17th, 2023 • Unity Biotechnology, Inc. • Pharmaceutical preparations
Unity Biotechnology, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC (“Cowen”) are parties to that certain Sales Agreement dated March 15, 2022 (the “Original Agreement”), as amended by Amendment No. 1 thereto dated August 17, 2022 (together with the Original Agreement, the “Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The Company and Cowen desire to amend the Agreement as set forth in this Amendment No. 2 thereto (this “Amendment”) as follows:
FIRST AMENDMENT TO APG1252 LICENSE AGREEMENTLicense Agreement • April 5th, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”), dated as of March 28, 2018 (the Amendment Effective Date”) is made by and between Ascentage Pharma Group Corp. Ltd., a Hong Kong corporation (“Ascentage”), with a business address at 11/F, AXA CENTRE, Gloucester Road, Wanchai, Hong Kong, and Unity Biotechnology, Inc., a Delaware corporation (“Unity”), with a business address at 3280 Bayshore Blvd, Suite 100, Brisbane, California 95002. Ascentage and Unity are sometimes referred to herein as individually as a “Party” and collectively as the “Parties”.
COMPOUND LIBRARY AND OPTION AGREEMENTRestricted Stock Grant Agreement • March 23rd, 2021 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
This Compound Library and Option Agreement (the “Agreement”), dated as of February 2nd, 2016 (the “Signing Date”), is made by and between Ascentage Pharma Group Corp. Ltd., a Hong Kong corporation (“Ascentage”), with a business address at 11/F, AXA CENTRE, Gloucester Road, Wanchai, Hong Kong, and Unity Biotechnology, Inc., a Delaware corporation (“Unity”), with a business address at 1700 Owens Street, Suite 535, San Francisco, California 95158. Ascentage and Unity are sometimes referred to herein as individually as a party and collectively as the parties.
SEPARATION AGREEMENTSeparation Agreement • May 9th, 2023 • Unity Biotechnology, Inc. • Pharmaceutical preparations • California
This Separation Agreement (the “Agreement”) by and between Jamie Dananberg, M.D. (“Executive”), and Unity Biotechnology, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
RESEARCH SERVICES AGREEMENTResearch Services Agreement • April 5th, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
This Research Services Agreement (the “Agreement”) is made this 2nd day of February, 2016 (the “Signing Date”) by and between Ascentage Pharma Group Corp. Ltd., a [Hong Kong corporation] (“Ascentage”), with a business address at 11/F, AXA CENTRE, Gloucester Road, Wanchai, Hong Kong, and Unity Biotechnology, Inc., a Delaware corporation (“Unity”), with a business address at 1700 Owens Street, Suite 535, San Francisco, California 95158.
FIRST AMENDMENT TO COMPOUND LIBRARY AND OPTION AGREEMENTLibrary and Option Agreement • March 23rd, 2021 • Unity Biotechnology, Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”), dated as of March 28, 2018 (the Amendment Effective Date”) is made by and between Ascentage Pharma Group Corp. Ltd., a Hong Kong corporation (“Ascentage”), with a business address at 11/F, AXA CENTRE, Gloucester Road, Wanchai, Hong Kong, and Unity Biotechnology, Inc., a Delaware corporation (“Unity”), with a business address at 3280 Bayshore Blvd, Suite 100, Brisbane, California 95002. Ascentage and Unity are sometimes referred to herein as individually as a “Party” and collectively as the “Parties”.
UNITY BIOTECHNOLOGY, INC. Shares of Common Stock ($0.0001 par value) AMENDMENT NO. 1 TO THE SALES AGREEMENTThe Sales Agreement • August 19th, 2022 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
Reference is made to the Sales Agreement, dated March 15, 2022 (the “Agreement”), by and between Unity Biotechnology, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC (the “Agent”). The Company and the Agent (collectively, the “Parties”) wish to amend the Agreement, pursuant to Section 15 of the Agreement, to reduce the aggregate offering price under the Agreement (this “Amendment”). The Parties therefore hereby agree as follows:
AMENDMENT NO. 3 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 23rd, 2018 • Unity Biotechnology, Inc. • Pharmaceutical preparations
THIS Amendment No. 3 to Exclusive License Agreement (“Amendment 3”) is made and entered into this 5th day of May, 2015 (“Effective Date of Amendment 3”), by and between the Mayo Foundation for Medical Education and Research (“Mayo”) having its principal place of business at 200 First Street SW, Rochester, Minnesota 55905, and Unity Biotechnology, Inc. (formerly known as Cenexys, Inc.), a Delaware corporation, having a place of business at 1700 Owen Street, Suite 535 San Francisco, California 94158 (“Company”), for purposes of confirming the parties’ intent and agreement as set forth herein.
AMENDMENT NO. 5 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 23rd, 2021 • Unity Biotechnology, Inc. • Pharmaceutical preparations
THIS Amendment No.5 to Exclusive License Agreement (“Amendment 5”) is made and entered into this 12th day of October, 2016 (“Effective Date of Amendment 5”), by and between the Mayo Foundation for Medical Education and Research (“Mayo”) having its principal place of business at 200 First Street SW, Rochester, MN 55905, and Unity Biotechnology, Inc., a Delaware corporation, having a place of business at 3280 Bayshore Blvd, Brisbane CA 94005 (“Company”), for purposes of confirming the parties’ intent and agreement as set forth herein.
Compound License Agreement for APG1197Stock Issuance Agreement • March 6th, 2019 • Unity Biotechnology, Inc. • Pharmaceutical preparations • New York
This Compound License Agreement (the “Agreement”) effective as of the 2nd day of January, 2019, (the “Effective Date”) is made by and between Ascentage Pharma Group Corp. Ltd., a Hong Kong corporation and its affiliates (collectively, “Ascentage”), with a business address at 11/F, AXA CENTRE, Gloucester Road, Wanchai, Hong Kong, and Unity Biotechnology, Inc., a Delaware corporation (“Unity”), with a business address at 3280 Bayshore Blvd, Suite 100, Brisbane, California 94005. Each of Ascentage and Unity shall be a “Party,” and both the “Parties.”
UNITY BIOTECHNOLOGY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2020 • Unity Biotechnology, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”), entered into as of August 1, 2020 (the “Effective Date”), is made by and between Unity Biotechnology, Inc., a Delaware corporation (the “Company”) and Lynne Sullivan (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer letter by and between Executive and the Company dated as of July 27, 2020 (“Offer Letter”).
