KURA ONCOLOGY, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • November 2nd, 2023 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between KURA ONCOLOGY, 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”).
KURA ONCOLOGY, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Warrant Agreement • November 2nd, 2023 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between KURA ONCOLOGY, 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”).
8,110,000 Shares KURA ONCOLOGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2020 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
KURA ONCOLOGY, INC. COMMON STOCK AMENDED AND RESTATED SALES AGREEMENTSales Agreement • March 12th, 2018 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
Reference is made to that certain Sales Agreement, dated January 27, 2017, as amended on November 9, 2017 (the “Original Agreement”), by and between Kura Oncology, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC (“Cowen”), as sales agent. The Company and Cowen now intend to enter into this Amended and Restated Sales Agreement (this “Agreement”) to amend and restate the terms of the Original Agreement in its entirety. As such, the Company and Cowen confirm as follows:
KURA ONCOLOGY, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • November 2nd, 2023 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between KURA ONCOLOGY, 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”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2016 • Kura Oncology, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 27, 2016 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and KURA ONCOLOGY, INC., a Delaware corporation with offices located at 11119 N. Torrey Pines Rd. Suite 125, La Jolla, CA 92037 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ContractWarrant Agreement • February 23rd, 2023 • Kura Oncology, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 3rd, 2022 • Kura Oncology, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of November 1, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) and is entered into by and among Kura Oncology, Inc., a Delaware corporation, and each of its Subsidiaries from time to time party hereto (hereinafter collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
OFFICE LEASEOffice Lease • February 25th, 2020 • Kura Oncology, Inc. • Pharmaceutical preparations
This Office Lease (this “Lease”), dated January 8, 2020, by and between BRE CA OFFICE OWNER LLC, a Delaware limited liability company (“Landlord”), and KURA ONCOLOGY, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit A-1 (Legal Description of Property); Exhibit B (Expenses and Taxes); Exhibit C (Work Letter); Exhibit D (Form of Confirmation Letter); Exhibit E (Rules and Regulations); Exhibit F (Additional Provisions); and Exhibit G (Judicial Reference).
ContractKura Oncology, Inc. • August 10th, 2016 • 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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between KURA ONCOLOGY, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
Kura Oncology, Inc. [•] Shares1 Common Stock ($0.0001 par value) Underwriting AgreementKura Oncology, Inc. • October 28th, 2015 • Pharmaceutical preparations • New York
Kura Oncology, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [•] shares of common stock, $0.0001 par value (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
ContractKura Oncology, Inc. • August 10th, 2016 • 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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
KURA ONCOLOGY, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 5th, 2019 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
Kura Oncology, Inc., a Delaware corporation (the “Company”), SVB Leerink LLC (“SVB Leerink”), as sales agent, and Stifel, Nicolaus & Company, Incorporated (“Stifel”, and together with SVB Leerink, the “Agents”), as sales agent, confirm their agreement (this “Agreement”) as follows:
Kura Oncology, Inc. Executive Employment Agreement for Bridget MartellEmployment Agreement • May 6th, 2021 • Kura Oncology, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”), entered into between Kura Oncology, Inc. (the “Company”) and Bridget Martell (the “Executive”) (collectively, the “Parties”), is effective as of February 10, 2020 (the “Effective Date”).
KURA ONCOLOGY, INC. COMMON STOCK SALES AGREEMENTSales Agreement • November 2nd, 2023 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
Kura Oncology, Inc., a Delaware corporation (the “Company”), Leerink Partners LLC (“Leerink Partners”), as lead sales agent, and Cantor Fitzgerald & Co. (“Cantor”, and together with Leerink Partners, the “Agents”), as sales agent, confirm their agreement (this “Agreement”) as follows:
Executive Employment Agreement for Brian PowlExecutive Employment Agreement • November 2nd, 2023 • Kura Oncology, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”), entered into between Kura Oncology, Inc. (the “Company”) and Brian Powl (the “Executive”) (collectively, the “Parties”), is effective as of August 14, 2023 (the “Effective Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2024 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 24, 2024, by and among Kura Oncology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule 1 hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER by and among KURA ONCOLOGY, INC., ZETA ACQUISITION CORP. III AND KURA OPERATIONS, INC. March 6, 2015Agreement and Plan of Merger • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of March 6, 2015, by and among KURA ONCOLOGY, INC., a Delaware corporation (the “Company”), ZETA ACQUISITION CORP. III, a Delaware corporation (“Parent”), and KURA OPERATIONS, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2024 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2024, by and among Kura Oncology, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2022 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 2, 2022, between Kura Oncology, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Bristol-Myers Squibb Company, a corporation organized under the laws of the State of Delaware (the “Purchaser”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 24th, 2021 • Kura Oncology, Inc. • Pharmaceutical preparations • California
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), effective as of October 1, 2014 (the “Effective Date”), is by and between KURA ONCOLOGY, INC., a Delaware corporation (“Kura”), and ARAXES PHARMA LLC, a Delaware limited liability company (the “Company”).
PATENT LICENSE AGREEMENTStock Issuance Agreement • March 14th, 2017 • Kura Oncology, Inc. • Pharmaceutical preparations • Delaware
This Agreement is effective as of December 22, 2014 (the "EFFECTIVE DATE"), between Kura Oncology, Inc. ("LICENSEE") having the address in Article 12 below, and the Regents of the University of Michigan, a constitutional corporation of the state of Michigan ("MICHIGAN"). LICENSEE and MICHIGAN hereby agree as follows:
KURA ONCOLOGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2015 • Kura Oncology, Inc. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 6, 2015, by and among (i) Kura Oncology, Inc., a Delaware corporation (the “Company”), (ii) each person listed on Schedule A attached hereto (together with any transferees who become parties hereto as “Investors” pursuant to Section 8(f), each individually, an “Investor” and collectively, the “Investors”), (iii) each officer or director of the Company or holder of Outstanding Capital Stock (as defined below) who becomes a party hereto as an “Existing Stockholder” by signing Exhibit A attached hereto, as listed on Schedule B (together with any transferees who become parties hereto as “Existing Stockholders” pursuant to Section 8(f), each individually, an “Existing Stockholder” and collectively, the “Existing Stockholders”), and (iv) Zeta Acquisition Corp. III, a Delaware corporation (“Zeta”), but only for purposes of assuming all of the Company’s rights, duties and obligations hereunder pursuant to Section 8. The
SERVICES AGREEMENTServices Agreement • February 24th, 2021 • Kura Oncology, Inc. • Pharmaceutical preparations • California
THIS SERVICES AGREEMENT (this “Agreement”), effective as of October 1, 2014 (the “Effective Date”), is by and between, WELLSPRING BIOSCIENCES LLC, a Delaware limited liability corporation (“Wellspring”), and KURA ONCOLOGY, INC., a Delaware corporation (the “Company”).
LICENSE AGREEMENTLicense Agreement • July 2nd, 2015 • Kura Oncology, Inc. • Pharmaceutical preparations • New York
multiple sales milestones are first attained, then the payments for all such milestones attained as specified below shall be due.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 24th, 2021 • Kura Oncology, Inc. • Pharmaceutical preparations • California
This Amended And Restated Asset Purchase Agreement (the “Agreement”) is entered into as of February 12, 2015 (“Signing Date”), by and between Kura Oncology, Inc., a Delaware corporation (“Purchaser”), and Araxes Pharma LLC, a Delaware limited liability company (“Seller”). The foregoing may be referred to individually as a “Party” and collectively as “Parties” in this Agreement.
SUBLEASESublease • March 12th, 2015 • Kura Oncology, Inc. • Blank checks
THIS SUBLEASE (“Sublease”), dated August 29, 2014, for reference purposes only, is entered into by and between WELLSPRING BIOSCIENCES LLC, a Delaware limited liability company (“Sublandlord”), and KURA ONCOLOGY, INC., a Delaware corporation (“Subtenant”).
SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 8th, 2018 • Kura Oncology, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made effective as of April 1, 2018 (the “Amendment Effective Date”), by and between Araxes Pharma LLC, a Delaware limited liability company, having a business address at 3033 Science Park Road, Suite 220, San Diego, CA 92121 (the “Company”), and Kura Oncology, Inc., a Delaware corporation having a business address at 3033 Science Park Road, Suite 220, San Diego, CA 92121 (“Kura”).
2nd Amendment To SubleaseKura Oncology, Inc. • May 4th, 2020 • Pharmaceutical preparations
This 2nd Amendment To Sublease (this “Amendment”), dated as of April 22, 2020 (“Amendment Effective Date”), by and between Araxes Pharma LLC, a Delaware limited liability company (“Sublandlord”), and Kura Oncology, Inc., a Delaware corporation (“Subtenant”).
ASSIGNMENT AND ASSUMPTION OF SUBLEASEAssignment and Assumption of Sublease • November 5th, 2019 • Kura Oncology, Inc. • Pharmaceutical preparations • California
This ASSIGNMENT AND ASSUMPTION OF SUBLEASE (this “Assignment”) is entered into as of August 2, 2019, by and between Wellspring Biosciences, Inc., a Delaware corporation (“Assignor”), and Araxes Pharma LLC, a Delaware limited liability company (“Assignee”).
Kura Oncology, Inc. Amendment to Amended and Restated Executive Employment Agreement for Troy E. Wilson, Ph.D., J.D.Employment Agreement • February 24th, 2021 • Kura Oncology, Inc. • Pharmaceutical preparations
This Amendment to Amended and Restated Executive Employment Agreement (the “Agreement”), entered into between Kura Oncology, Inc. (the “Company”) and Troy E. Wilson, Ph.D., J.D. (the “Executive”) (collectively, the “Parties”), is effective as of February 19, 2021 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 12th, 2015 • Kura Oncology, Inc. • Blank checks
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of March 6, 2015, by and between Zeta Acquisition Corp. III, a Delaware corporation (the “Parent Corporation”), and Kura Oncology, Inc., a Delaware corporation (the “Subsidiary Corporation”). The Parent Corporation and the Subsidiary Corporation are collectively referred to as the “Constituent Corporations.”
Kura Oncology, Inc.Kura Oncology, Inc. • May 4th, 2020 • Pharmaceutical preparations • California
This letter sets forth the terms of the separation agreement (the “Agreement”) that Kura Oncology, Inc. (the “Company”) is offering to you to aid in your employment transition.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2017 • Kura Oncology, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of May 12, 2017, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and KURA ONCOLOGY, INC., a Delaware corporation with offices located at 11119 N. Torrey Pines Rd. Suite 125, La Jolla, CA 92037 (“Borrower”).
