PROTAGONIST THERAPEUTICS, INC. (a Delaware corporation) 3,530,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2017 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
5,000,000 Shares Protagonist Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2023 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
PROTAGONIST THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt Securities INDENTUREIndenture • August 5th, 2022 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 202 , among PROTAGONIST THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
Protagonist Therapeutics, Inc. Shares of Common Stock (par value $0.00001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • September 1st, 2017 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
CLASS B COMMON STOCK PURCHASE WARRANT PROTAGONIST THERAPEUTICS, INC.Protagonist Therapeutics, Inc • August 7th, 2018 • Pharmaceutical preparations • Delaware
THIS CLASS B 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 August , 2018 (the “Initial Exercise Date”) and on or prior to the Termination Date but not thereafter, to subscribe for and purchase from Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder), the “Warrant Shares”) of the Company’s common stock, par value $0.00001 per share (the “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).
Protagonist Therapeutics, Inc. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________ Protagonist Therapeutics, Inc. Form of Common Stock Warrant AgreementCommon Stock Warrant Agreement • December 10th, 2020 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Protagonist Therapeutics, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________ Protagonist Therapeutics, Inc. Form of Preferred Stock Warrant AgreementPreferred Stock Warrant Agreement • December 10th, 2020 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Protagonist Therapeutics, inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________ Protagonist Therapeutics, Inc. Form of Debt Securities Warrant AgreementDebt Securities Warrant Agreement • December 10th, 2020 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Protagonist therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • August 5th, 2022 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.00001 per share (the “Common Shares”), having an aggregate offering price of up to $100,000,000 on the terms set forth in this agreement (this “Agreement”).
LEASE by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership and PROTAGONIST THERAPEUTICS, INC., a Delaware corporationLease • March 7th, 2017 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 6th day of March, 2017 (the “Execution Date”), by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership (“Landlord”), and PROTAGONIST THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
INDEMNITY AGREEMENTIndemnity Agreement • August 1st, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 2016, between Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 7th, 2018 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2018 (the “Effective Date”), between Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYEE SEVERANCE AGREEMENTEmployee Severance Agreement • August 1st, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • California
THIS EMPLOYEE SEVERANCE AGREEMENT (this “Agreement”) is entered into as of the 1st day of August, 2016, by and between Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), and William Hodder (the “Employee”).
EMPLOYEE SEVERANCE AGREEMENTEmployee Severance Agreement • March 15th, 2023 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • California
THIS EMPLOYEE SEVERANCE AGREEMENT (this “Agreement”) is entered into as of the 7th day of November, 2022, by and between Protagonist Therapeutics, Inc., a Delaware corporation (the”Company”), and Arturo Molina, M.D. (the”Employee”).
AGREEMENT TO ASSIGN PATENT APPLICATIONSPatent Applications • August 9th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
WHEREAS, the Parties have entered into a RESEARCH COLLABORATION AND LICENSE AGREEMENT dated as of June 16, 2012 as amended by Agreement on addition of Additional Collaboration Program, dated 16th September 2013 (“Collaboration Agreement”);
CONTRACT EXTENSION LETTER OF AGREEMENT hereinafter (“Contract Extension”) made effective as of June 1st 2013 (“Contract Extension Effective Date”).Contract Extension Letter of Agreement • August 9th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
Contract Extension to the RESEARCH COLLABORATION AND LICENSE AGREEMENT dated as of June 16, 2012 (the “Collaboration Agreement”) by and between
ContractAbandonment Agreement • August 9th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Agreement on addition of Additional Collaboration Program hereinafter (“AACP”) made effective as of September 16th 2013 (“AACP Effective Date”).Research Collaboration and License Agreement • August 9th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
Addition of Additional Collaboration Program to the Research Plan, an integral part of the RESEARCH COLLABORATION AND LICENSE AGREEMENT dated as of June 16, 2012 (the “Collaboration Agreement”) by and between
LEASELease • July 11th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
This Lease (this “Lease”) is dated as of September 30, 2013, between BERRUETA FAMILY PARTNERSHIP, a California limited partnership (“Landlord”), and PROTAGONIST THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
DATED 16 JUNE 2012 RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • August 9th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
FIRST AMENDMENT TO LEASELease • May 8th, 2019 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 31st day of January, 2019, by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership (“Landlord”), and PROTAGONIST THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2018 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of August [ ], 2018 by and among Protagonist Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”) and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
THIRD AMENDMENT TO LEASELease • June 22nd, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is dated as of August 11, 2015 (the “Effective Date”), by and between Berrueta Family L.P., a California limited partnership (“Landlord”) and Protagonist Therapeutics, Inc., a Delaware corporation (“Tenant”), with reference to the following facts and objectives:
FOURTH AMENDMENT TO LEASELease • September 15th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE (this "Amendment") is dated as of April 27, 2016 (the "Effective Date"), by and between Berrueta Family L.P., a California limited partnership ("Landlord") and Protagonist Therapeutics, Inc., a Delaware corporation ("Tenant"), with reference to the following facts and objectives:
SECOND AMENDMENT TO LEASEProtagonist Therapeutics, Inc • November 3rd, 2021 • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 2nd day of July, 2021, by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership (“Landlord”), and PROTAGONIST THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 7th, 2019 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
This Amendment (the “First Amendment”) is made and entered into as of May 7, 2019 (the “First Amendment Effective Date”) by and between (i) Protagonist Therapeutics, Inc., a Delaware corporation (“Protagonist”) and (ii) Janssen Biotech, Inc., a company organized under the laws of the Commonwealth of Pennsylvania (“Janssen”). Protagonist and Janssen are referred to collectively herein as the “Parties.”
FIRST AMENDMENT TO LEASELease • July 11th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated as of March 24, 2014 (the “Effective Date”), by and between Berrueta Family Partnership, a California limited partnership (“Landlord”) and Protagonist Therapeutics, Inc., a Delaware corporation (“Tenant”), with reference to the following facts and objectives:
ContractArbitration Resolution Agreement • November 3rd, 2021 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.
SECOND AMENDMENT TO LEASELease • July 11th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is dated and effective as of May 4, 2015, by and between Berrueta Family L.P., a California limited partnership (“Landlord”) and Protagonist Therapeutics, Inc., a Delaware corporation (“Tenant”), with reference to the following facts and objectives:
PROTAGONIST THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT July 31, 2016Investor Rights Agreement • August 1st, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • Delaware
This Third Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of this 31st day of July 2016, by and among Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”) and the holders of the Preferred Stock listed on Exhibit A attached hereto (referred to herein as the “Preferred Holders” or the “Investors”).
LICENSE AND COLLABORATION AGREEMENT BY AND BETWEEN JANSSEN BIOTECH, INC. AND PROTAGONIST THERAPEUTICS, INC.License and Collaboration Agreement • July 31st, 2017 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made and effective as of May 26, 2017 (the “Execution Date”), by and between Janssen Biotech, Inc., a Pennsylvania corporation (“Janssen”) and Protagonist Therapeutics, Inc., a Delaware corporation (“Protagonist”). Each of Janssen and Protagonist is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Protagonist Therapeutics IncProtagonist Therapeutics, Inc • May 13th, 2019 • Pharmaceutical preparations • California
PROTAGONIST THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT July 10, 2015Investor Rights Agreement • July 11th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • Delaware
This Second Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of this 10th day of July 2015, by and among Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”) and the holders of the Preferred Stock listed on Exhibit A attached hereto (referred to herein as the “Preferred Holders” or the “Investors”).
AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT BY AND BETWEEN JANSSEN BIOTECH, INC. AND PROTAGONIST THERAPEUTICS, INC.License and Collaboration Agreement • November 3rd, 2021 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made and effective as of July 27, 2021 (the “Restatement Effective Date”), by and between Janssen Biotech, Inc., a Pennsylvania corporation (“Janssen”) and Protagonist Therapeutics, Inc., a Delaware corporation (“Protagonist”). Each of Janssen and Protagonist is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Re: 3(a)(9) Exchange AgreementLetter Agreement • December 31st, 2018 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 1,000,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for one or more Common Stock Warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 1,000,000 shares of Common Stock (the “Warrant Shares”) on the terms specified below.
