Nuvalent, Inc. Common Stock Underwriting AgreementNuvalent, Inc. • October 17th, 2023 • Pharmaceutical preparations • New York
Nuvalent, 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 5,357,143 shares (the “Underwritten Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company, and, at the option of the Underwriters, up to an additional 803,571 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”. The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:
Nuvalent, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 26th, 2021 • Nuvalent, Inc. • Pharmaceutical preparations • New York
Nuvalent, 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 representative (the “Representative”), an aggregate of [●] shares (the “Underwritten Shares”) of common stock, par value $0.0001 per share (the “Class A common stock”), of the Company or, to the extent shares are purchased by entities affiliated with Deerfield Healthcare Innovations Fund, L.P. or Deerfield Private Design Fund IV, L.P., Class B common stock, $0.001 par value per share (the “Class B common stock” and, together with the Class A common stock, the “Common Stock”) and, at the option of the Underwriters, up to an additional [●] 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
NUVALENT, INC. $150,000,000 OF SHARES OF CLASS A COMMON STOCK SALES AGREEMENTSales Agreement • August 10th, 2022 • Nuvalent, Inc. • Pharmaceutical preparations • New York
Nuvalent, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2021 • Nuvalent, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Nuvalent, Inc., a Delaware corporation (the “Company”), and James Porter, PhD (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below) and subject to Section 11, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and the Company dated December 15, 2017 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 7th, 2021 • Nuvalent, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 30th day of April, 2021, by and among Nuvalent, 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”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Subsection 6.9 hereof.
NUVALENT, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • July 7th, 2021 • Nuvalent, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Nuvalent, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
NUVALENT, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • July 7th, 2021 • Nuvalent, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Nuvalent, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2021 • Nuvalent, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Nuvalent, Inc., a Delaware corporation (the “Company”), and (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below) and subject to Section 11, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the [Employment Agreement]/[offer letter] between the Executive and the Company dated (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Revenue Sharing Agreement • July 7th, 2021 • Nuvalent, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REVENUE SHARING AGREEMENT (this “Agreement”) effective as of February 2, 2017 (the “Effective Date”) is made by and between Nuvalent, Inc., a Delaware corporation (the “Company”), and Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund, IV, L.P. (collectively, “Deerfield”).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Revenue Sharing Agreement • July 7th, 2021 • Nuvalent, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REVENUE SHARING AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2017 (the “Effective Date”) by and between Nuvalent, Inc., a Delaware corporation (the “Company”), and Matthew Shair, Ph.D. (the “Founder”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE NUVALENT, Inc. 2021 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement for Company Employees • February 27th, 2024 • Nuvalent, Inc. • Pharmaceutical preparations
Pursuant to the Nuvalent, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Nuvalent, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Class A Common Stock, par value $0.0001 per share (the “Stock”), of the Company.
NUVALENT, INC. AMENDMENT NO. 1 TO SALES AGREEMENTSales Agreement • November 1st, 2022 • Nuvalent, Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2021 • Nuvalent, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) executed effective as of the 11th day of July, 2018 (the “Effective Date”), is by and between Nuvalent, Inc., a Delaware corporation (the “Company”), and James Malone (“Employee”). All capitalized terms not otherwise defined in the text of this Agreement have the meanings attributed to them in Exhibit A, which is incorporated herein by reference. The Company and Employee are sometimes referred to herein as the “Parties”.
