Assembly Biosciences, Inc. Sample Contracts

December 29th, 2017 · Common Contracts · 1000 similar
Assembly Biosciences, Inc.ASSEMBLY BIOSCIENCES, INC. TO Trustee Indenture Dated as of __________, 20__ Subordinated Debt Securities

INDENTURE, dated as of __________, 20__, between ASSEMBLY BIOSCIENCES, INC., a corporation organized under the laws of the State of Delaware (hereinafter called the “Company”), having its principal office at 99 Hudson Street, 5th Floor, New York, New York 10013, and [___________________], as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at [____________________].

July 14th, 2011 · Common Contracts · 910 similar
Ventrus Biosciences IncVENTRUS BIOSCIENCES, INC. (a Delaware corporation) 4,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
July 16th, 2018 · Common Contracts · 598 similar
Assembly Biosciences, Inc.ASSEMBLY BIOSCIENCES, INC. 4,000,000 Shares of Common Stock, par value $0.001 per share Underwriting Agreement

Assembly Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 600,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

December 29th, 2017 · Common Contracts · 312 similar
Assembly Biosciences, Inc.Assembly Biosciences, Inc. Up to $75,000,000 of Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement

Assembly Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

December 29th, 2017 · Common Contracts · 298 similar
Assembly Biosciences, Inc.ASSEMBLY BIOSCIENCES, INC. TO Trustee Indenture Dated as of __________, 20__ Senior Debt Securities

INDENTURE, dated as of __________, 20__, between ASSEMBLY BIOSCIENCES, INC., a corporation organized under the laws of the State of Delaware (hereinafter called the “Company”), having its principal office at 99 Hudson Street, 5th Floor, New York, New York 10013, and [_________________], as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at [____________________].

December 29th, 2017 · Common Contracts · 247 similar
Assembly Biosciences, Inc.Assembly Biosciences, Inc. Up to $75,000,000 of Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement

Assembly Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Jefferies LLC (the “Agent”), as follows:

March 19th, 2015 · Common Contracts · 229 similar
Assembly Biosciences, Inc.Assembly Biosciences, Inc. Common Stock UNDERWRITING AGREEMENT
August 28th, 2020 · Common Contracts · 109 similar
Assembly Biosciences, Inc.OPEN MARKET SALE AGREEMENTSM
November 16th, 2010 · Common Contracts · 67 similar
Ventrus Biosciences IncUNDERWRITING AGREEMENT Among VENTRUS BIOSCIENCES, INC. and RODMAN & RENSHAW, LLC and NATIONAL SECURITIES CORPORATION as Representatives

The undersigned, Ventrus Biosciences, Inc., a company formed under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC and National Securities Corporation (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

October 1st, 2014 · Common Contracts · 46 similar
Assembly Biosciences, Inc.PLACEMENT AGENCY AGREEMENT
December 6th, 2010 · Common Contracts · 21 similar
Ventrus Biosciences IncUNDERWRITING AGREEMENT Among VENTRUS BIOSCIENCES, INC. and RODMAN & RENSHAW, LLC and NATIONAL SECURITIES CORPORATION as Representatives

The undersigned, Ventrus Biosciences, Inc., a company formed under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC and National Securities Corporation (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

February 28th, 2019 · Common Contracts · 8 similar
Assembly Biosciences, Inc.AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into on October 10, 2018 (the “Effective Date“), by and between Assembly Biosciences, Inc., a Delaware corporation with principal executive offices at 11711 N. Meridian Street, Suite 310, Carmel, IN 46032 (the “Company”), and Jackie Papkoff, Ph.D. (the “Executive”).

November 4th, 2021 · Common Contracts · 5 similar
Assembly Biosciences, Inc.EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of July 30, 2021 (the “Execution Date”) with an effective date of August 1, 2021 (the “Effective Date“), by and between Assembly Biosciences, Inc., a Delaware corporation with principal executive offices at 331 Oyster Point Blvd., Fourth Floor, South San Francisco, CA 94080 (the “Company”), and Michael P. Samar (the “Executive”).

July 20th, 2010 · Common Contracts · 4 similar
Ventrus Biosciences IncContract

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

August 25th, 2011 · Common Contracts · 4 similar
Ventrus Biosciences IncEMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the Commencement Date (defined below) by and between Ventrus BioSciences, Inc., a Delaware corporation with principal executive offices at 99 Hudson Street, 5th Floor, New York, NY 10013 (the “Company”), and Thomas Rowland residing at 2090 Avery Way, Castle Rock, Colorado 80109 (the “Executive”) and supersedes any prior employment or consulting agreement between the parties.

October 1st, 2014 · Common Contracts · 3 similar
Assembly Biosciences, Inc.SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Subscription”) is dated October 1, 2014, by and between the investor identified on the signature page hereto (the “Investor”) and Assembly Biosciences, Inc., a company incorporated and registered in the State of Delaware (the “Company”), whereby the parties agree as follows:

July 20th, 2010 · Common Contracts · 2 similar
Ventrus Biosciences IncAMENDED AND RESTATED CONSULTING AGREEMENT

THIS AMENDED AND RESTATED CONSULTING AGREEMENT, dated as of July 19, 2010 (this "Agreement"), is by and between Russell H. Ellison ("Consultant"), and Ventrus BioSciences, Inc., with principal executive offices at 787 7th Avenue, 48th Floor, New York, NY 10019 ("Company") and supersedes the prior Consulting Agreement among the parties hereto dated June 2010.

March 23rd, 2017 · Common Contracts · 2 similar
Assembly Biosciences, Inc.NON-QUALIFIED STOCK OPTION AGREEMENT ASSEMBLY PHARMACEUTICALS, INC.

This Non-Qualified Stock Option Agreement (this “Agreement”) is entered into by and between the Optionee named above and Assembly Pharmaceuticals, Inc. (the “Company”). Pursuant to this Agreement, the Company hereby grants to the Optionee, who is an officer, employee, director, or consultant of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock (“Common Stock”) of the Company indicated above (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Agreement. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). This Agreement is intended to constitute a compensatory benefit plan for purposes of Rule 701 of the Securities Act.

December 6th, 2010 · Common Contracts · 2 similar
Ventrus Biosciences IncForm of Underwriters’ Warrant Agreement

THIS WARRANT IS NOT EXERCISABLE PRIOR TO ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS].

November 4th, 2021 · Common Contracts · 2 similar
Assembly Biosciences, Inc.AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of July 30, 2021 (the “Execution Date”) with an effective date as of August 1, 2021 (the “Effective Date”), by and between Assembly Biosciences, Inc., a Delaware corporation with principal executive offices at 331 Oyster Point Blvd., Fourth Floor, South San Francisco, CA 94080 (the “Company”), and Jason A. Okazaki (the “Executive”).

November 16th, 2010 · Common Contracts · 2 similar
Ventrus Biosciences IncEXCLUSIVE LICENSE AGREEMENT between
November 16th, 2010 · Common Contracts · 2 similar
Ventrus Biosciences IncEMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the Commencement Date (defined below) by and between Ventrus BioSciences, Inc., a Delaware corporation with principal executive offices at 787 Seventh Avenue, New York, New York 10019 (the “Company”), and David Barrett residing at 300 West 55th Street Apt 14N New York, NY 10023 (the “Executive”) and supersedes the prior Consulting Agreement between the parties.

May 8th, 2020 · Common Contracts · 2 similar
Assembly Biosciences, Inc.AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

WHEREAS, the Company and Executive have entered into the Employment Agreement dated as of October 22, 2019 and effective as of November 6, 2019 (the “Existing Agreement”).

March 8th, 2018
Assembly Biosciences, Inc.FIRST AMENDMENT TO STOCK OPTION GRANT

THIS FIRST AMENDMENT TO STOCK OPTION Grant (the “Amendment”) is dated effective as of November 1, 2017 and is entered into by and among Assembly Biosciences, Inc., a Delaware corporation (“Company”) and Miguel S. Barbosa, Ph.D. ("Optionee"). Capitalized terms used in this Amendment that are not defined shall have the meaning assigned to such term in the that certain Stock Option Grant No. 2016-60 dated September 26, 2016 (the “Stock Option”). This Amendment is being entered into by the parties pursuant to that certain Transition and Resignation Agreement dated October 30, 2017 (the “Resignation Agreement”) and is Exhibit B to such Resignation Agreement.

March 31st, 2014
Ventrus Biosciences IncLICENSE AND COLLABORATION AGREEMENT

This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), effective as of 8th November 2013 (the “Effective Date”), is by and between Ventrus Biosciences, Inc., a Delaware corporation (“Ventrus”) and THERABIOME, LLC, a Delaware limited liability company (“Licensor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit A (Definitions) attached hereto.

July 20th, 2010
Ventrus Biosciences IncAMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the Commencement Date (defined below) by and between Ventrus BioSciences, Inc., a Delaware corporation with principal executive offices at 787 Seventh Avenue, New York, New York 10019 (the “Company”), and Russell H. Ellison MD, residing at 255 West 84th, Apt 9E, New York, NY 10024 (the “Executive”) and supersedes the prior Employment Agreement between the parties.

October 4th, 2010
Ventrus Biosciences IncCONSULTING AGREEMENT

THIS CONSULTING AGREEMENT, dated as of May 11, 2010 (this "Agreement"), is by and between Ventrus Biosciences, Inc., a Delaware corporation (the “Company”), and Timothy Hofer ("Consultant").

August 8th, 2018
Assembly Biosciences, Inc.Re: General Release of Claims Agreement

This letter (this “Agreement”) provides notice to you that effective today, May 31, 2018 (the “Separation Date”), your employment with Assembly Biosciences, Inc. (the “Company”) is being terminated without Cause pursuant to Section 9(e) of that certain Employment Agreement by and between you and the Company entered into as of January 15, 2014, with an effective date of December 22, 2013 (the “Employment Agreement”). Each capitalized term used herein and not otherwise defined shall have the meaning assigned to such term in the Employment Agreement. The Company thanks you for your contributions and wishes you well in your future endeavors.

May 8th, 2017
Assembly Biosciences, Inc.ASSEMBLY BIOSCIENCES, INC. and Allergan Pharmaceuticals INTERNATIONAL LIMITED RESEARCH, DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT

[* * *] The confidential content of this Exhibit 10.1 has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

August 25th, 2011
Ventrus Biosciences IncAMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

WHEREAS, the Company and Executive have entered into that certain Employment Agreement, dated as of November 11, 2010 (the “Employment Agreement”);

August 8th, 2018
Assembly Biosciences, Inc.CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Consulting Agreement”) is executed as of May 31, 2018 to be effective as of June 1, 2018 (the “Effective Date”), by and between Assembly Biosciences, Inc., a Delaware corporation with its principal place of business at 11711 N. Meridian Street, Suite 301, Carmel, IN 46032 (the “Company”), and David J. Barrett residing at 3290 Creamery Rd., New Hope, PA 18938-5630 (the “Consultant”). This Consulting Agreement is being entered into by the parties pursuant to that certain Separation Agreement dated May 31, 2018 (the “Separation Agreement”) and is Exhibit A to such Separation Agreement.

November 17th, 2014
Assembly Biosciences, Inc.Portions of this exhibit marked [*] are requested to be treated confidentially. EXCLUSIVE LICENSE AGREEMENT OF SEPTEMBER 3, 2013 between INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION and ASSEMBLY PHARMACEUTICALS, INC.

Introduction: This exclusive license agreement (the “Agreement”) is made and entered into as of September 3, 2013 (the “Effective Date”) by and between:

August 9th, 2019
Assembly Biosciences, Inc.AMENDMENT NO. 1 to AMENDED AND RESTATED BYLAWS OF ASSEMBLY BIOSCIENCES, INC.

Article III, Section 3.2 of the Amended and Restated Bylaws of Assembly Biosciences, Inc. adopted on January 24. 2019 is hereby amended and restated in its entirety as follows:

March 8th, 2018
Assembly Biosciences, Inc.CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Consulting Agreement”) is executed as of October 30, 2017 to be effective as of November 1, 2017 (the “Effective Date”), by and between Assembly Biosciences, Inc., a Delaware corporation with its principal place of business at 11711 N. Meridian Street, Suite 301, Carmel, IN 46032 (the “Company”) and Miguel S. Barbosa, Ph.D. (the “Consultant”). This Consulting Agreement is being entered into by the parties pursuant to that certain Transition and Resignation Agreement dated October 30, 2017 (the “Resignation Agreement”) and is Exhibit A to such Resignation Agreement.

November 7th, 2019
Assembly Biosciences, Inc.Certain information in this exhibit has been excluded because it either (1) is both (a) not material and (b) would likely cause competitive harm if publicly disclosed or (2) constitutes personal information that, if disclosed, would constitute a...

This letter (this “Agreement”) is executed as of August 6, 2019 and provides notice to you that effective immediately you will cease to serve as the Chief Executive Officer and President of the Company and on December 31, 2019 (the “Separation Date”), your employment with Assembly Biosciences, Inc. (the “Company”) is being terminated without Cause pursuant to Section 9(e) of that certain Employment Agreement by and between you and the Company entered into as of July 11, 2014 as amended by Amendment No. 1 to Employment Agreement dated as of October 10, 2018 (the “Employment Agreement”). Each capitalized term used herein and not otherwise defined shall have the meaning assigned to such term in the Employment Agreement. The Company thanks you for your contributions and wishes you well in your future endeavors.