Synta Pharmaceuticals Corp Sample Contracts

Madrigal Pharmaceuticals, Inc. – NOTE: CERTAIN INFORMATION IN THIS AGREEMENT HAS BEEN REDACTED BECAUSE IT (1) IS NOT MATERIAL TO INVESTORS AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. BRACKET REFERENCES CONTAINED HEREIN DENOTE PORTIONS OF THE AGREEMENT THAT HAVE BEEN REDACTED. (May 8th, 2019)

THIS LEASE (“Lease”) is entered into as of 1/10/2019, between FOUR TOWER BRIDGE ASSOCIATES, a Pennsylvania limited partnership (“Landlord”), and MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).

Madrigal Pharmaceuticals, Inc. – Underwriting Agreement (June 8th, 2018)

Madrigal Pharmaceuticals, 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 983,607 shares and, at the election of the Underwriters, up to 202,084 additional shares of common stock, $0.0001 par value (“Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 363,625 shares. The aggregate of 1,347,232 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the 202,084 additional shares to be sold (at the election of the Underwriters) solely by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 h

Madrigal Pharmaceuticals, Inc. – MADRIGAL PHARMACEUTICALS, INC. Issuer AND Trustee INDENTURE Dated as of [ ], 20[ ] Senior Debt Securities (June 5th, 2018)

INDENTURE, dated as of [ ], among MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], a national banking association as trustee (the “Trustee”):

Madrigal Pharmaceuticals, Inc. – Madrigal’s MGL-3196 Achieves Liver Biopsy Endpoints in Patients with Non- alcoholic Steatohepatitis (NASH) at 36 Weeks in Phase 2 Clinical Trial (May 31st, 2018)

— Statistically significantly more patients treated with MGL-3196 compared with placebo treated patients achieved a two point reduction in NAS (NAFLD activity score) on biopsy —

Madrigal Pharmaceuticals, Inc. – Underwriting Agreement (December 21st, 2017)

Madrigal Pharmaceuticals, 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 1,506,025 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 225,904 additional shares (the “Optional Shares”) of common stock, $0.0001 par value (“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”).

Madrigal Pharmaceuticals, Inc. – MADRIGAL PHARMACEUTICALS, INC. AMENDED 2015 STOCK PLAN (July 5th, 2017)
Madrigal Pharmaceuticals, Inc. – MADRIGAL PHARMACEUTICALS, INC. (June 21st, 2017)
Madrigal Pharmaceuticals, Inc. – SECURITIES PURCHASE AGREEMENT (June 21st, 2017)

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 20th day of June, 2017 by and among Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

Madrigal Pharmaceuticals, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT SHARES OF COMMON STOCK, (March 31st, 2017)

This Agreement, which includes the terms and conditions attached hereto, does not set forth all of the terms and conditions of the Plan, which is hereby incorporated into and made a part of this Agreement by reference. Any terms used and not defined herein have the same meanings as in the Plan. The Employee acknowledges that he or she has received a copy of the Plan from the Company and has carefully read the terms and conditions of the Plan and the attached terms and conditions which make up a part of this Agreement.

Madrigal Pharmaceuticals, Inc. – INCENTIVE STOCK OPTION AGREEMENT SHARES OF COMMON STOCK, $.0001 PAR VALUE PER SHARE (March 31st, 2017)
Madrigal Pharmaceuticals, Inc. – RESTRICTED STOCK AGREEMENT MADRIGAL PHARMACEUTICALS, INC. (March 31st, 2017)

AGREEMENT made as of the day of , 20 (the “Grant Date”), between Madrigal Pharmaceuticals, Inc. (the “Company”), a Delaware corporation having its principal place of business in West Conshohocken, Pennsylvania and (the “Participant”).

Madrigal Pharmaceuticals, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT SHARES OF COMMON STOCK, (March 31st, 2017)

This Agreement, which includes the terms and conditions attached hereto, does not set forth all of the terms and conditions of the Plan, which is hereby incorporated into and made a part of this Agreement by reference. Any terms used and not defined herein have the same meanings as in the Plan. The Participant acknowledges that he or she has received a copy of the Plan from the Company and has carefully read the terms and conditions of the Plan and the attached terms and conditions which make up a part of this Agreement.

Madrigal Pharmaceuticals, Inc. – RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (November 14th, 2016)

This Research, Development and Commercialization Agreement (“Agreement”) is entered into as of this 18th day of December, 2008, by and between:

Madrigal Pharmaceuticals, Inc. – UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS (September 2nd, 2016)
Madrigal Pharmaceuticals, Inc. – AUDITED FINANCIAL STATEMENTS (September 2nd, 2016)

We have audited the accompanying balance sheets of Madrigal Pharmaceuticals, Inc. (the “Company”) as of December 31, 2015 and 2014, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

Madrigal Pharmaceuticals, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (September 2nd, 2016)

The following unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles, or GAAP, and give effect to the merger between Madrigal and Synta. For accounting purposes, Private Madrigal is considered to be acquiring Synta in the merger. Private Madrigal was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) Madrigal security holders own approximately 64% of the voting interests of the combined company immediately following the closing of the merger; (ii) directors appointed by Madrigal hold a majority of board seats in the combined company; and (iii) Madrigal management holds a majority of the key positions in the management of the combined company.

Synta Pharmaceuticals Corp – CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF SYNTA PHARMACEUTICALS CORP. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) (July 22nd, 2016)
Synta Pharmaceuticals Corp – CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF SYNTA PHARMACEUTICALS CORP. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) (July 22nd, 2016)
Synta Pharmaceuticals Corp – INDEMNIFICATION AGREEMENT (July 22nd, 2016)

This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

Synta Pharmaceuticals Corp – MADRIGAL PHARMACEUTICALS, INC. AMENDED 2015 STOCK PLAN (July 22nd, 2016)
Synta Pharmaceuticals Corp – The New Madrigal Pharmaceuticals NASDAQ: SNTA Corporate Presentation June 2016 Forward-Looking Statements Any statements made in this presentation relating to future financial or business performance, conditions, plans, prospects, trends, or strategies and other financial and business matters, including without limitation, whether and when our recently announced merger with Madrigal will close; the ability of the combined company to raise needed capital; the success of our merger with Madrigal, if consummated; the estimated size of the market for product candidates, the timing and success of t (June 8th, 2016)
Synta Pharmaceuticals Corp – SYNTA PHARMACEUTICALS CORP. Restricted Stock Unit Award Grant Notice Restricted Stock Unit Award Grant under the Company’s 2015 Stock Plan (May 10th, 2016)
Synta Pharmaceuticals Corp – The New Madrigal Pharmaceuticals NASDAQ: SNTA | May 2016 1 Forward-Looking Statements Any statements made in this presentation relating to future financial or business performance, conditions, plans, prospects, trends, or strategies and other financial and business matters, including without limitation, whether and when our recently announced merger with Madrigal will close; the ability of the combined company to raise needed capital; the success of our merger with Madrigal, if consummated; the estimated size of the market for product candidates, the timing and success of the combined company’ (May 3rd, 2016)
Synta Pharmaceuticals Corp – LEASE TERMINATION AGREEMENT (April 22nd, 2016)

This LEASE TERMINATION AGREEMENT (“Agreement”), dated as of April 19, 2016, is entered into by and between Duffy Hartwell, LLC, a Massachusetts limited liability company (“Landlord”) and Synta Pharmaceuticals Corporation (successor in interest to Shionogi Bioresearch Corp.), a Delaware corporation (“Tenant”).

Synta Pharmaceuticals Corp – SYNTA PHARMACEUTICALS CORP. RESTATED BYLAWS (April 14th, 2016)
Synta Pharmaceuticals Corp – LOCK-UP AGREEMENT (April 14th, 2016)

In connection with the proposed acquisition of Madrigal Pharmaceuticals, Inc. (the “Company”) by Synta Pharmaceuticals Corp. (“Synta”) whereby Saffron Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Synta, will merge with and into the Company (the “Merger”), and in consideration of Synta, Merger Sub and the Company entering into the Agreement and Plan of Merger and Reorganization dated on or about April [•], 2016 (the “Merger Agreement;” all capitalized terms used in this Lock-Up Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce Synta and the Company each to close the Merger, the undersigned (“Securityholder”), a holder of shares of Company Capital Stock and/or Convertible Debt (the “Company Securities”) who will receive shares of Saffron Common Stock in exchange for his, her or its shares of Company Securiti

Synta Pharmaceuticals Corp – VOTING AGREEMENT among: MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation; SYNTA PHARMACEUTICALS CORP., a Delaware corporation; and the undersigned Stockholder (April 14th, 2016)

THIS VOTING AGREEMENT (“Agreement”), dated as of April [·], 2016, is made by and among Synta Pharmaceuticals Corp., a Delaware corporation (“Synta”), Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Company.

Synta Pharmaceuticals Corp – Synta and Madrigal Announce Merger Agreement to Create Leading Cardiovascular- Metabolic Diseases and NASH Company — Combined Company Well-Funded to Generate Data from Multiple Phase 2 Studies — — Paul A. Friedman, M.D. Named Chairman and Chief Executive Officer of Combined Company — — Companies to Host Conference Call and Webcast Today, April 14, at 8:30 AM ET — (April 14th, 2016)

LEXINGTON, Mass. and FORT WASHINGTON, Penn. - April 14, 2016 - Synta Pharmaceuticals Corp. (“Synta”) (NASDAQ: SNTA) and Madrigal Pharmaceuticals, Inc., a privately-held company (“Madrigal”), today announced that they have entered into a definitive merger agreement (the “Merger”) under which Madrigal will merge with a wholly-owned subsidiary of Synta in an all-stock transaction. The Merger will create a company focused on the development of novel small-molecule drugs addressing major unmet needs in cardiovascular-metabolic diseases and non-alcoholic steatohepatitis (NASH). Madrigal’s lead compound, MGL-3196, is a Phase 2-ready once-daily, oral, liver-directed selective thyroid hormone receptor-ß (THR-ß) agonist for the treatment of NASH and heterozygous and homozygous familial hypercholesterolemia (HeFH, HoFH). Upon closing of the transaction, the combined company will be named Madrigal Pharmaceuticals, and Paul A. Friedman, M.D. will become Chairman and Chief Executive Officer.

Synta Pharmaceuticals Corp – Synta Pharmaceuticals and Madrigal Pharmaceuticals Merger Agreement NASDAQ: SNTA April 14, 2016 Forward-Looking Statements Any statements made in this press release relating to future financial or business performance, conditions, plans, prospects, trends, or strategies and other financial and business matters, including without limitation, whether and when our recently announced merger with Madrigal will close; the ability of the combined company to raise needed capital; the success of our merger with Madrigal, if consummated; the estimated size of the market for product candidates, the timin (April 14th, 2016)
Synta Pharmaceuticals Corp – VOTING AGREEMENT among: SYNTA PHARMACEUTICALS CORP., a Delaware corporation; MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation; and the undersigned Stockholder (April 14th, 2016)

THIS VOTING AGREEMENT (“Agreement”), dated as of [•], 2016, is made by and among Synta Pharmaceuticals Corp., a Delaware corporation (“Synta”), Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of Synta.

Synta Pharmaceuticals Corp – LOCK-UP AGREEMENT (April 14th, 2016)

In connection with the proposed acquisition of Madrigal Pharmaceuticals, Inc. (the “Company”) by Synta Pharmaceuticals Corp. (“Synta”) whereby Saffron Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Synta, will merge with and into the Company (the “Merger”), and in consideration of Synta, Merger Sub and the Company entering into the Agreement and Plan of Merger and Reorganization dated on or about April [•], 2016 (the “Merger Agreement;” all capitalized terms used in this Lock-Up Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce Synta and the Company each to close the Merger, the undersigned (“Securityholder”), a holder of shares of Company Capital Stock and/or Convertible Debt (the “Company Securities”) who will receive shares of Saffron Common Stock in exchange for his, her or its shares of Company Securiti

Synta Pharmaceuticals Corp – VOTING AGREEMENT among: SYNTA PHARMACEUTICALS CORP., a Delaware corporation; MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation; and the undersigned Stockholder (April 14th, 2016)

THIS VOTING AGREEMENT (“Agreement”), dated as of [•], 2016, is made by and among Synta Pharmaceuticals Corp., a Delaware corporation (“Synta”), Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of Synta.

Synta Pharmaceuticals Corp – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: SYNTA PHARMACEUTICALS CORP., a Delaware corporation; SAFFRON MERGER SUB, INC. a Delaware corporation; and MADRIGAL PHARMACEUTICALS, INC. a Delaware corporation (April 14th, 2016)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 13, 2016, by and among Synta Pharmaceuticals Corp., a Delaware corporation (“Saffron”); Saffron Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Saffron (“Merger Sub”); and Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Synta Pharmaceuticals Corp – VOTING AGREEMENT among: MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation; SYNTA PHARMACEUTICALS CORP., a Delaware corporation; and the undersigned Stockholder (April 14th, 2016)

THIS VOTING AGREEMENT (“Agreement”), dated as of April [·], 2016, is made by and among Synta Pharmaceuticals Corp., a Delaware corporation (“Synta”), Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Company.

Synta Pharmaceuticals Corp – ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 5th, 2015)

THIS ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of July 10, 2015 and is effective as of the Amendment Effective Date (as defined in Section 6), by and among SYNTA PHARMACEUTICALS CORP., a Delaware corporation (“Borrower”), SYNTA SECURITIES CORP., a Massachusetts corporation (“Guarantor”; together with the Borrower, each a “Loan Party” and, collectively, the “Loan Parties”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, acting in its capacity as agent (“Agent”) for the lenders under the Loan Agreement (as defined below) (“Lenders”), and the Lenders.