19,000,000 Shares Sierra Oncology, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2018 • Sierra Oncology, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMSierra Oncology, Inc. • August 6th, 2020 • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2018 • Sierra Oncology, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated and effective as of August 21, 2018 (the “Effective Date”), by and between SILICON VALLEY BANK, a California corporation (“Bank”), and SIERRA ONCOLOGY, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • June 12th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of , 2015 is made by and between ProNAi Therapeutics, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER between GLAXOSMITHKLINE PLC, ORIKUM ACQUISITION INC. and SIERRA ONCOLOGY, INC. Dated April 12, 2022Agreement and Plan of Merger • April 13th, 2022 • Sierra Oncology, Inc. • Pharmaceutical preparations • Delaware
This agreement and plan of merger (this “Agreement”) is dated April 12, 2022, between GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), Orikum Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Acquisition Sub”), and Sierra Oncology, Inc., a Delaware corporation (the “Company”). Each of Parent, Acquisition Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
ContractSierra Oncology, Inc. • November 8th, 2018 • 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
OFFICE LEASE SAN MATEO GATEWAY 1820 GATEWAY DRIVE, SAN MATEO, CA 94404 KW FUND VI-SAN MATEO, LLC, a Delaware limited liability company, as Landlord, and SIERRA ONCOLOGY, INC., a Delaware corporation, as TenantOffice Lease • March 11th, 2021 • Sierra Oncology, Inc. • Pharmaceutical preparations • California
This Office Lease, which includes the preceding Summary attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the "Lease"), dated as of the date set forth in Section 1 of the Summary, is made by and between KW FUND VI-SAN MATEO, LLC, a Delaware limited liability company ("Landlord"), and SIERRA ONCOLOGY, INC., a Delaware corporation ("Tenant").
SUBLEASESublease • June 12th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations • British Columbia
PRONAI THERAPEUTICS INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations • Delaware
This Employment Agreement (this “Agreement”) memorializes your employment terms with ProNAi Therapeutics Inc., a Delaware corporation (the “Company”), effective as and conditional upon of the consummation of the initial public offering of the Company. (the “Effective Date”), on the terms and conditions set forth in this Agreement. You agree that effective as of the Effective Date, this Agreement supersedes and replaces the agreement dated [DATE] between you and the Company (the “Original Agreement”) and you agree that you have no claims under the Original Agreement as of the Effective Date, other than for current wages, accrued vacation pay and expenses reimbursable in the ordinary course.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • June 12th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations • Michigan
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made as of September 12, 2014 (the “Agreement Date”) by and between PRONAI THERAPEUTICS, INC., a Delaware corporation, whose address is 46701 Commerce Center Drive, Plymouth, Michigan 48170 (the “Company”) and MINA P. SOOCH whose address is (“Employee”).
AMENDMENT NO. 1 TO THE SERIES B WARRANT TO PURCHASE COMMON STOCKSierra Oncology, Inc. • September 13th, 2021 • Pharmaceutical preparations • New York
This Amendment No. 1 to the Series B Warrant to Purchase Common Stock dated September 8, 2021 is made effective as of September 8, 2021 (the “Amendment”), by and among Sierra Oncology, Inc., a Delaware corporation (the “Company”), and [ ] (the “Investor” and together with the Company, the “Parties”).
LICENSE PAYMENT AGREEMENTLicense Payment Agreement • June 12th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations
THIS LICENSE PAYMENT AGREEMENT (this “Agreement”) is made effective as of April 14, 2014 (the “Effective Date”), by and among Novosom Verwaltungs GmbH, a German corporation with a corporate address of Weinbergweg 22, 06120 Halle, Germany (“Novosom”), and ProNAi Therapeutics, Inc., a Delaware corporation, with a corporate address of 46701 Commerce Center Drive, Plymouth, MI 48170 (“ProNAi”). ProNAi and Novosom are collectively referred to herein as the “Parties” and each of them as a “Party.”
Sierra Oncology, Inc. UNDERWRITING AGREEMENT 103,000 Shares of Series A Preferred Stock Series A Warrants Series B WarrantsUnderwriting Agreement • November 7th, 2019 • Sierra Oncology, Inc. • Pharmaceutical preparations • New York
ARTICLE 1 - FUNDAMENTAL LEASE PROVISIONSLease • June 12th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations • Michigan
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 12th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations • Delaware
For clarity each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent
PRONAI THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 12th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations • Michigan
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 17, 2014 by and among PRONAI THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the Investors listed on Exhibit A attached to this Agreement (collectively, the “Investors” and each, without distinction among them, an “Investor”).
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • March 23rd, 2022 • Sierra Oncology, Inc. • Pharmaceutical preparations • Massachusetts
This Transition Agreement and Release (“Agreement”) is made by and between Mark Kowalski (“Employee”) and Sierra Oncology, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
LICENSE AGREEMENTLicense Agreement • August 12th, 2016 • ProNAi Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) dated as of May 26th, 2016 (the “Effective Date”), is entered into between Carna Biosciences, Inc., a Japanese corporation (“Carna”), having an address at BMA 3F 1-5-5 Minatojima-Minamimachi, Chuo-ku, Kobe 650-0047 Japan, and ProNAi Therapeutics, Inc., a Delaware corporation (“ProNAi”), having an address at 46701 Commerce Center Drive, Plymouth, MI 48170.
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. AMENDMENT TO...Asset Purchase Agreement • March 3rd, 2020 • Sierra Oncology, Inc. • Pharmaceutical preparations • Delaware
This Amendment to the Asset Purchase Agreement (this “Amendment”) effective as of October 28, 2019 (the “Amendment Date”), is made by and among Sierra Oncology, Inc., a Delaware corporation (“Buyer”), YM Biosciences Australia Pty Ltd, a company organized under the laws of Australia (“Seller”), and Gilead Sciences, Inc., a Delaware corporation (“GSI”). Seller, GSI and Buyer may hereinafter be referred to individually as a “Party” and, collectively, as the “Parties”.
STANDARD OFFICE LEASEOffice Lease • March 3rd, 2016 • ProNAi Therapeutics Inc • Pharmaceutical preparations
SECOND LICENSE AMENDMENT AND CONSENT TO TERMINATIONPurchase Agreement • May 19th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations
This Amendment and Agreement (“Amendment”), dated April 14, 2014 (the “Effective Date”), is made by and among Marina Biotech, Inc., a Delaware corporation with a place of business at 7 Times Square, 40th Floor, New York, NY 10028, Attention: Stephen M. Goodman (“Marina”), ProNAi Therapeutics, Inc., a Delaware corporation, with a corporate address of 46701 Commerce Center Drive, Plymouth, MI 48107 (“ProNAi”).
ASSET PURCHASE AGREEMENT by and among SIERRA ONCOLOGY, INC., YM BIOSCIENCES AUSTRALIA PTY LTD, and GILEAD SCIENCES, INC. (Solely For Purposes of Section 7.1) Dated as of August 20, 2018Asset Purchase Agreement • November 8th, 2018 • Sierra Oncology, Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of August 20, 2018 (this “Agreement”), is made by and among Sierra Oncology, Inc., a Delaware corporation (“Buyer”), YM Biosciences Australia Pty Ltd, a company organized under the laws of Australia (“Seller”), and Gilead Sciences, Inc., a Delaware corporation (“GSI”), solely for purposes of Section 7.1. Seller, GSI and Buyer may hereinafter be referred to individually as a “Party” and, collectively, as the “Parties”.
ARTICLE 1 - FUNDAMENTAL LEASE PROVISIONSCenter Lease • April 8th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations • Michigan
SECURITY PURCHASE AGREEMENTSecurity Purchase Agreement • February 6th, 2020 • Sierra Oncology, Inc. • Pharmaceutical preparations • New York
This Security Purchase Agreement (this “Agreement”) is made as of January 31, 2020 (the “Effective Date”) by and between Sierra Oncology, Inc., a Delaware corporation (the “Company”), and Gilead Sciences, Inc., a Delaware corporation (the “Purchaser”).
1) CRT PIONEER FUND LP AND (2) PRONAI THERAPEUTICS, INC. Licence AgreementLicence Agreement • November 10th, 2016 • ProNAi Therapeutics Inc • Pharmaceutical preparations • England and Wales
LICENSE AGREEMENT between AstraZeneca AB and Sierra Oncology, Inc., Dated as of August 03, 2021License Agreement • November 5th, 2021 • Sierra Oncology, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made and entered into as of the date last signed (the “Effective Date”) by and between AstraZeneca AB, a company incorporated in Sweden, with its principal place of business at SE-151 85, Södertälje, Sweden (“AstraZeneca”) and Sierra Oncology, Inc., a Delaware corporation with offices at 1820 Gateway Drive, Suite 110 San Mateo, CA 94404 USA (“Licensee”). AstraZeneca and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2017 • Sierra Oncology, Inc. • Pharmaceutical preparations
This Amendment to Employment Agreement (this “Amendment”) is entered into by and between [Sierra Oncology Canada ULC, a British Columbia unlimited liability company formerly known as ProNAi Therapeutics Canada ULC]1 [Sierra Oncology, Inc., a Delaware corporation formerly known as ProNAi Therapeutics, Inc.]2 (the “Company”) and [NAME] (the “Employee”), as of the date both parties sign this Amendment.
SECOND LICENSE AMENDMENT AND CONSENT TO TERMINATIONLicense Payment Agreement • June 12th, 2015 • ProNAi Therapeutics Inc • Pharmaceutical preparations
This Amendment and Agreement (“Amendment”), dated April 14, 2014 (the “Effective Date”), is made by and among Marina Biotech, Inc., a Delaware corporation with a place of business at 7 Times Square, 40th Floor, New York, NY 10028, Attention: Stephen M. Goodman (“Marina”), ProNAi Therapeutics, Inc., a Delaware corporation, with a corporate address of 46701 Commerce Center Drive, Plymouth, MI 48107 (“ProNAi”).
CONSULTING AGREEMENTConsulting Agreement • March 23rd, 2022 • Sierra Oncology, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (this “Agreement”) is made effective on the last signature date below (the “Effective Date”), between Sierra Oncology, Inc., a Delaware corporation, having offices at 1820 Gateway Drive, Suite 110 San Mateo, CA 94404 U.S.A. the “Company”), and Mark Kowalski, MD, PhD, an individual, whose address is 10 Priscilla Lane, Winchester, MA, United States (“Consultant”).
Re: Separation Agreement and ReleaseSeparation Agreement and Release • August 6th, 2020 • Sierra Oncology, Inc. • Pharmaceutical preparations • British Columbia
This letter confirms the agreement (this “Agreement”) between Sierra Oncology, Inc. and Sierra Oncology Canada ULC (the “Company” and, collectively with Sierra Oncology, Inc. and each of their respective affiliates and subsidiaries, the “Company Group”) and you concerning the terms of your resignation and provides you with separation compensation in exchange for a general release of claims and covenant not to sue.
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2020 • Sierra Oncology, Inc. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) memorializes your employment terms with Sierra Oncology Inc., a Delaware corporation (the “Company”), effective as of your start date with the Company, expected to be June 1, 2020, or on such different date as mutually agreed upon by you and the Company (the date of your actual start date, the “Effective Date”), on the terms and conditions set forth in this Agreement.
Amendment No.1 to the License AgreementLicense Agreement • March 11th, 2021 • Sierra Oncology, Inc. • Pharmaceutical preparations
This Amendment of the License Agreement (“Amendment No. 1”) is made and entered on the last signature date below by and between CRT Pioneer Fund LP, a limited liability partnership established in England and Wales under number LP 14391 with registered office at 4 Claridge Court, Lower Kings Road, Berkhamsted, Hertfordshire, HP4 2AF (“CPF”), acting by its general partner, CRT Pioneer GP Limited, a company registered in England and Wales with registered number 07933818 whose registered office is at 4 Claridge Court, Lower Kings Road, Berkhamsted, Hertfordshire, HP4 2AF (the “General Partner”) and Sierra Oncology, Inc., a Delaware corporation with its head office located at 46701 Commerce Center Drive, Plymouth, MI 48170 (“Sierra”).
SUPPORT AGREEMENTSupport Agreement • April 13th, 2022 • Sierra Oncology, Inc. • Pharmaceutical preparations • Delaware
SUPPORT AGREEMENT, dated as of April 12, 2022 (this “Agreement”), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), Orikum Acquisition Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Acquisition Sub”), Sierra Oncology, Inc. (the “Company”) and the stockholders set forth on Schedule A hereto (the “Stockholders”). Parent, Acquisition Sub, the Company and the Stockholders are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
H S B C BUILDING O F F I C E L E A S E BETWEEN VAN885 WEST GEORGIA LP by its general partner, VAN885 WEST GEORGIA GP LTD. and ONTREA INC., both by their duly authorized agent, THE CADILLAC FAIRVIEW CORPORATION LIMITED (Landlord) - AND - SIERRA...Lease • August 10th, 2017 • Sierra Oncology, Inc. • Pharmaceutical preparations
