6,250,000] Shares of Common Stock, Par Value $0.0001 Underwriting AgreementTerns Pharmaceuticals, Inc. • February 1st, 2021 • Pharmaceutical preparations • New York
Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [6,250,000] shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [937,500] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Terns Pharmaceuticals, Inc. SHARES of Common Stock, Par Value $0.0001 SALES AGREEMENTSales Agreement • May 15th, 2023 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Terns Pharmaceuticals, Inc., a Delaware company (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • February 1st, 2021 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2021 by and between Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 15th, 2021 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 29, 2020, by and among Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Terns Pharmaceuticals, Inc. 10,350,000 Shares of Common Stock, Par Value $0.0001 Underwriting AgreementLetter Agreement • December 23rd, 2022 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
OFFICE LEASE BY AND BETWEEN DWF IV CENTURY PLAZA, LLC, a Delaware limited liability company, As Landlord And TERNS, INC., a Delaware corporation, as Tenant For Leased Premises at Suite 100,Office Lease • January 15th, 2021 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS OFFICE LEASE (“Lease”) is entered and dated for reference purposes only as March 1, 2019, by and between “Landlord” and “Tenant” (as such terms are defined below).
Terns, Inc.Terns Pharmaceuticals, Inc. • March 7th, 2022 • Pharmaceutical preparations • California
Terns, Inc., a Delaware corporation (the “Company”) is pleased to offer you employment on the following terms specified in this employment agreement (this “Agreement”):
TERNS, INC. November 14, 2023Terns Pharmaceuticals, Inc. • March 14th, 2024 • Pharmaceutical preparations
Terns, Inc., a Delaware corporation (the “Company”) is pleased to offer you continued employment with the Company on the following amended terms and conditions (the “Amended Employment Agreement”), which shall have an effective date (the “Effective Date”) as of the date above:
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 15th, 2021 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations
This Exclusive License Agreement (this “Agreement”), effective as of March 9, 2018 (the “Effective Date”), is entered into by and among Terns Pharmaceuticals, Inc., an exempted company incorporated under the laws of the Cayman Islands having a place of business P. O. Box 613, Harbor Center, George Town, Grand Cayman KYl-1107, Cayman Islands (“Terns”) and Eli Lilly and Company, a U.S.A. company, organized and existing under the laws of the State of Indiana, having a place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, USA (“Lilly”). Lilly and Terns may be referred to herein individually as a “Party” or collectively as the “Parties.” Reference to a Party shall be deemed to include that Party’s Affiliates.
Premises Lease ContractPremises Lease Contract • January 15th, 2021 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations
Terns, Inc. November 8, 2022Terns Pharmaceuticals, Inc. • March 27th, 2023 • Pharmaceutical preparations • California
You and Terns, Inc., a Delaware corporation (the “Company”) are party to that certain employment letter agreement dated July 24, 2020 (the “Prior Agreement”) that sets forth the terms of your employment with the Company. The purpose of this letter (the “Agreement”) is to revise the terms of your employment with the Company effective as of November 8, 2022. This Agreement amends and restates, and supersedes in its entirety, the Prior Agreement. Upon your signature to this Agreement, your employment with the Company shall be on the following terms:
ASSIGNMENT AGREEMENTAssignment Agreement • January 15th, 2021 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations
This Assignment Agreement (this “Agreement”), effective as of June 24, 2019 (the “Effective Date”), is entered into by and among Terns Pharmaceuticals, Inc., an exempted company incorporated under the laws of the Cayman Islands having a place of business P. O. Box 613, Harbor Center, George Town, Grand Cayman KY1-1107, Cayman Islands (“Terns”) and Vintagence Biotechnology Ltd., a China company, having a place of business at Yuan Feng Road No. 168, Suite 313, Kun Shan City, Jiangsu province, China (“Vintagence”). Vintagence and Terns may be referred to herein individually as a “Party” or collectively as the “Parties.” Reference to a Party shall be deemed to include that Party’s Affiliates.
EXCLUSIVE OPTION AND LICENSE AGREEMENTExclusive Option and License Agreement • January 15th, 2021 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This EXCLUSIVE OPTION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of July 27, 2020 (the “Effective Date”), by and among HANSOH (SHANGHAI) HEALTHTECH CO., LTD., a corporation incorporated under the laws of China having its principal place of business at Room 102, Block 1 No. 298 Xiangke Road, China (Shanghai) Pilot Free Trade Zone, China (“Hansoh Healthtech”) and JIANGSU HANSOH PHARMACEUTICAL GROUP COMPANY LTD., a corporation incorporated under the laws of China having its principal place of business at No. 9 Dongjin Road, Huaguoshan Avenue, Lianyungang, Jiangsu, China (“Jiangsu Hansoh” and together with Hansoh Healthtech, “Hansoh”), and Terns Pharmaceutical, Inc., an exempted company organized and existing under the laws of the Cayman Islands and having a place of business at P.O. Box 613, Harbor Center, George Town, Grand Cayman KY1-1107, Cayman Islands (“Terns”), Terns, Inc., a corporation organized and existing under the laws of Delaware, U.S.A, having its principal
August 2, 2023 PERSONAL AND CONFIDENTIAL BY EMAIL Senthil Sundaram Dear Sen:Terns Pharmaceuticals, Inc. • November 14th, 2023 • Pharmaceutical preparations • California
The purpose of this separation agreement (the “Agreement”) is to confirm the terms of your transition from CEO of Terns Pharmaceuticals, Inc. and any affiliates, including without limitation, Terns, Inc. (collectively, the “Company”), pursuant to your Employment Agreement, dated and amended as of November 8, 2022 (the “Employment Agreement”). This Agreement outlines the terms of certain benefits and payments to you in connection with your transition and termination.
Terns Pharmaceuticals, Inc. 12,250,000 Shares of Common Stock, Par Value $0.0001 and Pre-Funded Warrants to Purchase 14,630,000 Shares of Common Stock Underwriting AgreementLetter Agreement • August 16th, 2022 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 12,250,000 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) and pre-funded warrants to purchase an aggregate of 14,630,000 shares of common stock of the Company, at an exercise price equal to $0.0001 per share, in the form attached hereto as Exhibit B (the “Warrants”). The Shares and Warrants are herein referred to as the “Securities.” The shares of common stock of the Company issuable upon exercise of the Warrants are herein referred to as the “Warrant Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares and the exercise of the Warrants are referred to herein as the “Stock”.
TERNS, INC. November 14, 2023Terns Pharmaceuticals, Inc. • March 14th, 2024 • Pharmaceutical preparations
You and Terns, Inc., a Delaware corporation (the “Company”), have reached the following agreements concerning your employment with the Company on an interim basis as Senior Advisor and Strategy Officer until such time as the Company engages a Chief Executive Officer. Your employment as Senior Advisor and Strategy Officer shall commence as of November 15, 2023 (the “Effective Date”) and pursuant to the terms provided below.
TERNS, INC. February 6, 2024Invention Assignment Agreement • May 13th, 2024 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations
Terns, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms and conditions set forth in this agreement (the “Employment Agreement”), which shall have an effective date (the “Effective Date”) as of the date set forth above:
