INDEMNIFICATION AGREEMENTIndemnification Agreement • September 28th, 2018 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 20__, between NGM Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
NGM BIOPHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF NGM BIOPHARMACEUTICALS, INC. FORM OF COMMON STOCK WARRANT AGREEMENTWarrant Agreement • June 8th, 2023 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between NGM BIOPHARMACEUTICALS, 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”).
NGM Biopharmaceuticals, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • January 6th, 2021 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • New York
NGM Biopharmaceuticals, 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 4,629,630 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 694,444 additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“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”).
NGM BIOPHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF NGM BIOPHARMACEUTICALS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTWarrant Agreement • June 8th, 2023 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between NGM BIOPHARMACEUTICALS, 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 AGREEMENTSMNGM Biopharmaceuticals Inc • June 5th, 2020 • Pharmaceutical preparations • New York
ContractNGM Biopharmaceuticals Inc • August 10th, 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
NGM BIOPHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestor Rights Agreement • September 28th, 2018 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of March 20, 2015, by and among NGM BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (the “Prior Investors”) listed on Exhibits A, B, C and D hereto, and MERCK SHARP & DOHME CORP. (the “Purchaser”). The Prior Investors and the Purchaser are referred to hereinafter as the “Investors” and each individually as an “Investor.”
NGM BIOPHARMACEUTICALS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • September 28th, 2018 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, NGM Biopharmaceuticals, Inc. (the “Company”) has granted you an option under its 2008 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
CONFIDENTIALLicence Agreement • April 1st, 2019 • NGM Biopharmaceuticals 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.
NGM BIOPHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for David J. Woodhouse, Ph.D.Employment Agreement • March 25th, 2019 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Executive Employment Agreement (“Agreement”) is effective as of July 25, 2018, by and between David J. Woodhouse, Ph.D. (“Executive”) and NGM Biopharmaceuticals, Inc. (the “Company”).
RESEARCH COLLABORATION, PRODUCT DEVELOPMENT AND LICENSE AGREEMENT by and between NGM BIOPHARMACEUTICALS, INC. and MERCK SHARP & DOHME CORP.And License Agreement • September 28th, 2018 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Research Collaboration, Product Development and License Agreement (this “Agreement”) is effective as of February 18, 2015 (the “Execution Date”), and is entered into by and between NGM BIOPHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (“NGM”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of Delaware (“Merck”). Each of Merck and NGM may be referred to herein individually as a “Party” and collectively as “Parties.”
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 25, 2024 AMONG ATLAS NEON PARENT, INC., ATLAS NEON MERGER SUB, INC. AND NGM BIOPHARMACEUTICALS, INC.Agreement and Plan of Merger • February 26th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 25, 2024 (this “Agreement” and, such date, the “Agreement Date”), is entered into by and among Atlas Neon Parent, Inc., a Delaware corporation (“Parent”), Atlas Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NGM Biopharmaceuticals, Inc., a Delaware corporation (the “Company”).
= Certain information contained in this document, marked by brackets, has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed AMENDMENT No. 9 To the MULTI- PRODUCT LICENCE AGREEMENT datedNGM Biopharmaceuticals Inc • March 1st, 2022 • Pharmaceutical preparations
This Amendment No. 9 (“Amendment No. 9”) to the Multi-Product License Agreement, dated 31 October 2014, and as amended by Amendment No. 1, dated 28 July 2015 , Amendment No. 2, dated 07 October 2015, Amendment No. 3, dated 26 April 2016, Amendment No. 4, dated 03 October 2017, Amendment No. 5, dated 16 March 2018, Amendment No. 6, dated 06 February 2019, Amendment 7, dated 22 December 2020 and Amendment 8, dated 10 February 2021 (collectively the “Agreement”) is made effective as of the last dates of signatures between the parties (the “Amendment No. 9 Effective Date”); and is
ContractNGM Biopharmaceuticals Inc • March 15th, 2021 • Pharmaceutical preparations
NGM BIOPHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for Aetna Wun TrombleyExecutive Employment Agreement • March 25th, 2019 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Executive Employment Agreement (“Agreement”) is effective as of July 25, 2018, by and between Aetna Wun Trombley (“Executive”) and NGM Biopharmaceuticals, Inc. (the “Company”).
ROLLOVER AGREEMENTRollover Agreement • March 8th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This ROLLOVER AGREEMENT (this “Agreement”) is dated as of February 25, 2024, by and among (i) Atlas Neon Parent, Inc., a Delaware corporation (“Parent”), (ii) Atlas Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and (iii) the Persons listed on the signature pages hereto under the heading “Sponsors” (“Sponsors” and “Holders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • March 8th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This ROLLOVER AGREEMENT (this “Agreement”) is dated as of February 25, 2024, by and among (i) Atlas Neon Parent, Inc., a Delaware corporation (“Parent”), (ii) Atlas Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (iii) the Persons listed on the signature pages hereto under the heading “Sponsors” (“Sponsors”) and (iv) the Persons listed on the signature pages hereto under the heading “Additional Rollover Holders” (“Additional Holders”, and “Holders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
AMENDMENT No. 7 to MULTI-PRODUCT LICENCE AGREEMENT datedMulti-Product Licence Agreement • March 15th, 2021 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDMENT No. 7 (“Amendment No.7”) to the Multi-Product Licence Agreement, dated 31 October 2014, as amended by Amendment No. 1, dated 28 July 2015, Amendment No. 2, dated 07 October 2015, Amendment No. 3, dated 26 April 2016, Amendment No. 4, dated 03 October 2017, Amendment No. 5, dated 16 March 2018, and Amendment No. 6, dated 06 February 2019 (collectively the “Agreement”) is made effective as of the last dates of signatures between the parties (the “Amendment No. 7 Effective Date”).
CONFIDENTIALLicence Agreement • March 15th, 2021 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 8 (“Amendment No.8”) to the Multi-Product License Agreement, dated 31 October 2014, and as amended by Amendment No. 1, dated 28 July 2015 , Amendment No. 2, dated 07 October 2015, Amendment No. 3, dated 26 April 2016, Amendment No. 4, dated 03 October 2017, Amendment No. 5, dated 16 March 2018, Amendment No. 6, dated 06 February 2019 and Amendment 7, dated 22 December 2020 (collectively the “Agreement”) is made effective as of the last dates of signatures between the parties (the “Amendment No. 8 Effective Date”); and is
LIMITED GUARANTYLimited Guaranty • February 26th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Limited Guaranty, dated as of February 25, 2024 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guaranty”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of NGM Biopharmaceuticals, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Merger Sub and the Guaranteed Party, pursuant to which, among other things, Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party continuing as the surviving corporation in the merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
March 20, 2015 NGM Biopharmaceuticals, Inc. South San Francisco, CA 94080 Re: Letter Agreement Ladies and Gentlemen:Preferred Stock Purchase Agreement • September 28th, 2018 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • California
Pursuant to that certain Series E Preferred Stock Purchase Agreement (the “Purchase Agreement”), dated February 18, 2015, by and between Merck Sharp & Dohme Corp. (“Merck”) and NGM Biopharmaceuticals, Inc. (the “Company”), Merck and the Company agree to be legally bound to the terms set forth below. Reference is made to the Research Collaboration, Product Development and License Agreement dated February 18, 2015, by and between Merck and the Company (the “Collaboration Agreement”). Capitalized but undefined terms used herein shall have the meaning set forth in the Collaboration Agreement.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS OF THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIALLetter Agreement • May 5th, 2022 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations
This letter agreement (“Letter Agreement”) concerns the Amended and Restated Research Collaboration, Product Development and License Agreement (the “Agreement”) dated June 30, 2021 by and between NGM Biopharmaceuticals, Inc. (“NGM”) and Merck Sharp & Dohme Corp. (“Merck”). Capitalized terms not defined in this Letter Agreement have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSMNGM Biopharmaceuticals Inc • June 8th, 2023 • Pharmaceutical preparations
MULTI-PRODUCT LICENCE AGREEMENTLicence Agreement • November 2nd, 2023 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 10 (“Amendment No. 10”) is made as of the last date of signature between the Parties (the “Amendment No. 10 Effective Date”)
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS OF THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL AMENDED AND RESTATED RESEARCH COLLABORATION, PRODUCT DEVELOPMENT AND LICENSE...Development and License Agreement • August 5th, 2021 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Amended and Restated Research Collaboration, Product Development and License Agreement (this “Agreement”) is effective as of June 30, 2021 (the “A&R Effective Date”), and is entered into by and between NGM BIOPHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (“NGM”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of Delaware (“Merck”). Each of Merck and NGM may be referred to herein individually as a “Party” and collectively as “Parties.”
NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • March 8th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Non-Disclosure Agreement (“Agreement”), effective as of October 31, 2023 (“Effective Date”), is entered into by and between NGM Biopharmaceuticals, Inc., a Delaware corporation (“Discloser”) and The Column Group LLC (“Recipient”). Under this Agreement, Discloser may furnish certain of its confidential information to Counterparty in connection with the Counterparty’s evaluation of Discloser (“Purpose”) upon the terms and conditions set forth below.
FIRST AMENDMENT TO RESEARCH COLLABORATION, PRODUCT DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • August 10th, 2018 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations
This First Amendment to the Research Collaboration, Product Development and License Agreement (the “Amendment”) is effective as of January 1, 2016 (the “Amendment Effective Date”) by and between NGM BIOPHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (“NGM”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of Delaware (“Merck”). Each of Merck and NGM may be referred to herein individually as a “Party” and collectively as “Parties.”
NGM BIOPHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for William J. RieflinEmployment Agreement • September 28th, 2018 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Executive Employment Agreement (“Agreement”) is effective as of September 30, 2010, by and between William J. Rieflin (“Executive”) and NGM Biopharmaceuticals, Inc. (the “Company”).
JOINDER AGREEMENT Dated: March 6, 2024Joinder Agreement • March 8th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Joinder Agreement (“Joinder Agreement”) is executed by the undersigned (“Additional Holders”), pursuant to the terms of the Rollover Agreement, dated as of February 25, 2024, a copy of which is attached hereto and is incorporated herein by reference (the “Rollover Agreement”). By the execution of this Joinder Agreement, each Additional Holder agrees as follows:
SUBLEASESublease • August 10th, 2018 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • California
that may be required by the City of South San Francisco in connection with the issuance of a building permit for such Building Shell; and (iii) Tenant shall have a right of approval over the plans and specifications to be prepared by Landlord for the shell of the Connector Bridge which approval shall not be unreasonably withheld and which right of approval shall be exercised within any applicable Work Deadlines or, to the extent there is no specifically applicable Work Deadline, within five (5) business days after delivery of plans and specifications for review by Tenant.
