AADI BIOSCIENCE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2021 • Aadi Bioscience, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Aadi Bioscience, Inc., a Delaware corporation (f/k/a Aerpio Pharmaceuticals, Inc.) (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
AERPIO PHARMACEUTICALS, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • February 21st, 2018 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
AADI BIOSCIENCE, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 17th, 2022 • Aadi Bioscience, Inc. • Pharmaceutical preparations • New York
Aadi Bioscience, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AERPIO PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2019 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations • Ohio
This Employment Agreement (“Agreement”) is made between Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Regina Marek, CPA MBA (the “Executive”) and is effective as of November 6, 2019, (the “Effective Date”). Except with respect to the Proprietary Rights Agreement and the Equity Documents (each as defined below), 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 offer letter between the Company and the Executive dated July 15, 2018 (the “Prior Agreement”), (ii) any offer letter, employment agreement or severance agreement and (iii) any retention or severance notice.
11,688,000 Shares AERPIO PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2018 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 11,688,000 shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,753,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
AERPIO PHARMACEUTICALS, INC. Issuer AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee INDENTURE Dated as of [●] Senior Debt SecuritiesAerpio Pharmaceuticals, Inc. • February 21st, 2018 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2017 • Aerpio Pharmaceuticals, Inc. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of March 15, 2017, among Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Merger Shares and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.
AERPIO PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2017 • Aerpio Pharmaceuticals, Inc. • Blank checks • Ohio
This Employment Agreement (“Agreement”) is made as of the day of , 2017, between Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
AERPIO PHARMACEUTICALS, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 17th, 2017 • Aerpio Pharmaceuticals, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of March , 2017 by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AERPIO PHARMACEUTICALS, INC.Aerpio Pharmaceuticals, Inc. • March 17th, 2017 • Blank checks • New York
This Warrant is issued to [ ], or its registered assigns (including any successors or assigns, the “Warrantholder”), in connection with that certain Subscription Agreement, dated as of March [ ], 2017, by and among Aerpio Pharmaceuticals, Inc. (f/k/a Zeta Acquisition Corp. II), a Delaware corporation (the “Company”), and each of those persons and entities listed as a Purchaser on Annex A thereto (the “Purchase Agreement”).
AERPIO PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2017 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Stephen Hoffman (the “Executive”).
AADI BIOSCIENCE, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 2nd, 2023 • Aadi Bioscience, Inc. • Pharmaceutical preparations • Illinois
This Executive Employment Agreement (the “Agreement”) is entered into as of September 29, 2023 by and between Aadi Bioscience, Inc. (“Aadi”), and David J. Lennon (“Executive”). This Agreement will be effective October 2, 2023 (the “Effective Date”). Aadi, together with any other subsidiaries, including the entity employing you, shall be referred to in this letter as the “Company.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among ZETA ACQUISITION CORP. II, a Delaware corporation AERPIO ACQUISITION CORP., a Delaware corporation and AERPIO THERAPEUTICS, INC., a Delaware corporation March 7, 2017Agreement and Plan of Merger and Reorganization • March 13th, 2017 • Zeta Acquisition Corp Ii • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of March 7, 2017, by and among ZETA ACQUISITION CORP. II, a Delaware corporation (the “Parent”), AERPIO ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”) and AERPIO THERAPEUTICS, INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2017 • Aerpio Pharmaceuticals, Inc. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2017, among Aerpio 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 collectively, the “Investors”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 22nd, 2022 • Aadi Bioscience, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of September 22, 2022 by and among Aadi Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”) and other investors signatory hereto (the “Other Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2021 • Aadi Bioscience, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of August 26, 2021 by and among Aadi Bioscience, Inc. (f/k/a Aerpio Pharmaceuticals, 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”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG AADI BIOSCIENCE, INC., AND THE PURCHASERS SEPTEMBER 22, 2022Securities Purchase Agreement • September 22nd, 2022 • Aadi Bioscience, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 22, 2022, by and among Aadi Bioscience, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).
AADI BIOSCIENCE, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 29th, 2023 • Aadi Bioscience, Inc. • Pharmaceutical preparations • New Jersey
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into as of November 8, 2022 by and between Aadi Bioscience, Inc. (“Aadi”), and Brendan Delaney (“Executive”). This Agreement will be effective January 1, 2023 (the “Effective Date”) and amends and restates the Employment Agreement by and between the Executive and the Company, dated September 14, 2021 (the “Prior Agreement”). Aadi, together with any other subsidiaries, including the entity employing you, shall be referred to in this letter as the “Company”.
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • May 12th, 2020 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 to License Agreement (this “Amendment”), dated as of May 11, 2020 (but only effective as of the Amendment Effective Date, as defined below), is made by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation having business offices at 9987 Carver Road, Suite 420, Cincinnati, OH 45242 (“Aerpio”), and GB004, Inc., a Delaware corporation having business offices at 3013 Science Park Road, San Diego, CA 92121 (“Licensee”). Aerpio and Licensee are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
ContractLicense Agreement • November 10th, 2021 • Aadi Bioscience, Inc. • Pharmaceutical preparations • New York
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.
AMENDMENT TO TRANSITIONAL SERVICES AND SEPARATION AGREEMENTTransitional Services and Separation Agreement • April 1st, 2021 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations • Ohio
This Amendment to Transitional Services and Separation Agreement (this “Amendment”) is made as of April 1, 2021 (the “Amendment Effective Date”), by and between Kevin G. Peters, MD (“Executive”) and Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”, and together with Executive, each, a “Party”, and collectively, the “Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Transitional Services and Separation Agreement (as defined below).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • November 10th, 2021 • Aadi Bioscience, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO OFFICE LEASE (“First Amendment”) is made and entered into as of August 30, 2021, by and between BRE SUNSET COAST, LLC, a Delaware limited liability company (“Landlord”), and AADI BIOSCIENCE, INC., a Delaware corporation (“Tenant”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 23rd, 2021 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of August 17, 2021 (the “Effective Date”), by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation on behalf of itself and its wholly-owned subsidiaries (“Seller”), and EyePoint Pharmaceuticals, Inc., a Delaware corporation (“Purchaser”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 27th, 2021 • Aadi Bioscience, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2021, is entered into by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Cheryl Cohen, as representative of the Holders (the “Holder Representative”) and American Stock Transfer & Trust Company, LLC, as Rights Agent (as defined herein).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 17th, 2017 • Aerpio Pharmaceuticals, Inc. • Blank checks • New York
* For purposes of calculating your net worth in this form, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included as a liability.
AMENDMENT NO. 1 TO AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • November 10th, 2021 • Aadi Bioscience, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED LICENSE AGREEMENT (the “First Amendment”) is effective this 30th day of August, 2021 (the “Amendment Effective Date”) by and between Abraxis Bioscience, LLC, a Delaware limited liability company (“Abraxis”), and AADi Bioscience, Inc., a Delaware corporation (“AADi”).
AADI BIOSCIENCE, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 27th, 2021 • Aadi Bioscience, Inc. • Pharmaceutical preparations • California
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into as of August 26, 2021, by and between Aadi Bioscience, Inc. ( “Aadi”), and Neil Desai (“Executive”). This Agreement will be effective as of the effective time of the Merger (as defined below) (such date, the “Effective Date”).
AADI BIOSCIENCE, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 29th, 2023 • Aadi Bioscience, Inc. • Pharmaceutical preparations • California
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into as of November 8, 2022 by and between Aadi Bioscience, Inc. (“Aadi”), and Neil Desai, Ph.D. (“Executive”). This Agreement will be effective as of January 1, 2023 (the “Effective Date”) except as otherwise expressly provided herein and amends and restates the Employment Agreement by and between the Executive and the Company, dated August 23, 2021 (the “Prior Agreement”). Aadi, together with any other subsidiaries and their respective successors, including the entity employing you, shall be referred to in this letter as the “Company.”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2017 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of October 8, 2017 (the “Amendment Effective Date”), by and between Joseph Gardner (“Executive”) and Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”, and together with Executive, each, a “Party”, and collectively, the “Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
AADI BIOSCIENCE, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 2nd, 2023 • Aadi Bioscience, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the Aadi Bioscience, Inc. 2023 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant, the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, and all appendices and exhibits attached thereto (all together, the “Option Agreement”).
AADI BIOSCIENCE, INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • October 2nd, 2023 • Aadi Bioscience, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the Aadi Bioscience, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, the Country Addendum attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Award Agreement”).
AADi BIOSCIENCE, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT2014 Equity Incentive Plan • August 27th, 2021 • Aadi Bioscience, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the Amended and Restated 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
CONSULTING AGREEMENTConsulting Agreement • August 27th, 2021 • Aadi Bioscience, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of July 20, 2021 (the “Effective Date”), by and between Aadi Bioscience, Inc., a Delaware corporation, with its principal place of business being 17383 Sunset Blvd, Pacific Palisades, CA 90272 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 1st, 2021 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations • Ohio
This Consulting Services Agreement (this “Agreement”) is made as of April 1, 2021 (the “Effective Date”), by and between Kevin G. Peters, MD (“Consultant”), and Aerpio Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 9987 Carver Road, Suite 420, Cincinnati, Ohio 45242 (“Aerpio” or the “Company”), each individually a “Party” and collectively “the Parties”. Notwithstanding anything to the contrary herein, this Agreement shall be void ab initio if Consultant fails to comply with the Transitional Services and Separation Agreement dated February 9, 2021 between Consultant and the Company (the “Transitional Services and Separation Agreement”) prior to the Effective Date, as determined by the Company in its sole discretion. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Transitional Services and Separation Agreement.
FOURTH AMENDMENT TO OFFICE LEASE AND ASSIGNMENT AND ASSUMPTION OF LEASEOffice Lease • April 2nd, 2018 • Aerpio Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO OFFICE LEASE AND ASSIGNMENT AND ASSUMPTION OF LEASE (the “Fourth Amendment”) is executed this 29th day of March, 2018 (the “Effective Date”), by and between BLUE ASH LANDINGS ACQUISITION, LLC, an Ohio limited liability company (“Landlord”), and AERPIO PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
