TESARO, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2012 • Tesaro, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ] by and between TESARO, INC., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
TESARO, Inc. [ · ] Shares Common Stock ($0.0001 par value) Underwriting AgreementTESARO, Inc. • February 25th, 2013 • Pharmaceutical preparations • New York
TESARO, Inc., a corporation organized under the laws of Delaware (the “Company”), 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 Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company 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, being 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. Certain
TESARO, Inc. 4,650,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • July 7th, 2016 • TESARO, Inc. • Pharmaceutical preparations • New York
TESARO, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of the common stock, $0.0001 par value (“Common Stock”) of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall
LOAN AGREEMENTLoan Agreement • February 28th, 2018 • TESARO, Inc. • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of November 21, 2017 (the “Effective Date”) by and among TESARO, INC., a Delaware corporation (as “Borrower”), TESARO SECURITIES CORPORATION, a Massachusetts corporation (as an additional Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales (as “Collateral Agent” and a “Lender”) and BIOPHARMA CREDIT INVESTMENTS IV SUB LP, a Cayman Islands limited partnership (as a “Lender”), provides the terms on which each Lender shall make, and Borrower shall repay, the Credit Extensions (as hereinafter defined). The parties hereto agree as follows:
TESARO, INC. RESTRICTED STOCK AGREEMENT (Founder - Rodgers)Restricted Stock Agreement • March 23rd, 2012 • Tesaro, Inc. • Delaware
This Restricted Stock Agreement (the “Agreement”) is entered into as of May 10, 2010 and is to be effective as of the effective date set forth on the signature page hereto (the “Effective Date”) by and between Tesaro, Inc., a Delaware corporation (the “Company”), and the person executing a counterpart signature page hereto (referred to herein as a “Founder”).
COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENTCollaboration, Development and License Agreement • March 22nd, 2017 • TESARO, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of September 28, 2016 (the “Effective Date”), by and between TESARO, Inc., a Delaware corporation with a place of business at 1000 Winter Street, Suite 3300, Waltham, Massachusetts, United States of America, 02451 (“TESARO Inc.”), TESARO Development Ltd., a Bermuda corporation with a place of business at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda (“TSRO Ltd.”, and together with “TESARO Inc.”, “TESARO”) and Zai Lab (Shanghai) Co., Ltd. having its principal office at 1043 Halei Road, Building 8, Suite 502, Pudong, Shanghai, P.R. China, 201203 (“ZAI”). TESARO and ZAI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER among GLAXOSMITHKLINE PLC, ADRIATIC ACQUISITION CORPORATION and TESARO, INC. Dated as of December 3, 2018Agreement and Plan of Merger • December 3rd, 2018 • TESARO, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this “Agreement”), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Purchaser”), and TESARO, Inc., a Delaware corporation (the “Company”). Parent, Purchaser and the Company are each sometimes referred to herein as a “Party,” and, collectively, as the “Parties.”
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. PROCESS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • June 22nd, 2012 • TESARO, Inc. • Pharmaceutical preparations • New York
This Process Development and Manufacturing Services Agreement is entered into as of the 28th day of March, 2012 (the “Effective Date”), by and between Hovione Inter Limited, a Swiss corporation, having a principal place of business at Bahnhofstrasse 21 CH-6000 Lucerne 7 Switzerland (together with its Affiliates “Hovione”), and TESARO, Inc., a Delaware corporation, having a principal place of business at 1000 Winter Street, Suite 3300, Waltham, MA 02451 (“Client”). Each of Hovione and Client may be referred to in this Agreement, individually, as a “Party” and, collectively, as the “Parties”.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. EXCLUSIVE LICENSE AGREEMENT by and between AMGEN INC. and TESARO, INC. Dated as of March 18, 2011Exclusive License Agreement • June 22nd, 2012 • TESARO, Inc. • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of March 18, 2011 (the “Effective Date”) by and between AMGEN INC., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320 (“AMGEN”), and TESARO, INC., a Delaware corporation having an address at 309 Waverley Oaks Road, Suite 101, Waltham, Massachusetts 02452 (“TESARO”). TESARO and AMGEN are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
TESARO, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2012 • Tesaro, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May 10, 2010 by and between TESARO, INC., a Delaware corporation (the “Company”), and David Mott (the “Indemnitee”).
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETED ASTERISKS DENOTE SUCH OMISSIONS.License Agreement • June 22nd, 2012 • TESARO, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”), dated as of May 22, 2012 (the “Effective Date”), is by and between MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey (“Merck”), and TESARO, INC., a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”). Merck and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SEVENTH AMENDMENT TO LEASELease • May 3rd, 2018 • TESARO, Inc. • Pharmaceutical preparations
SEVENTH AMENDMENT TO LEASE (this “Seventh Amendment”) dated as of this 10th day of October, 2017 (the “Seventh Amendment Effective Date”) by and between BP BAY COLONY LLC, a Delaware limited liability company (“Landlord”), and TESARO, INC., a Delaware corporation (“Tenant”).
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN TESARO, INC. AND OPKO HEALTH, INC.Exclusive License Agreement • June 22nd, 2012 • TESARO, Inc. • Pharmaceutical preparations • Delaware
This Exclusive License Agreement, made this 10th day of December, 2010 (the “Effective Date”), is by and between TESARO, Inc., a Delaware company, with principal offices located at 309 Waverley Oaks Rd., Suite 101, Waltham, MA 02452 (“TESARO”) and OPKO Health, Inc., a Delaware corporation, with principal offices located at 4400 Biscayne Blvd., Miami, FL 33137 (“OPKO”). Each of TESARO and OPKO may be referred to, individually, as a “Party”, and, collectively, as the “Parties”.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 30th, 2013 • TESARO, Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AND RELEASE AGREEMENT dated as of this August 31, 2013 (the “Agreement”), between TESARO, Inc., a Delaware corporation (the “Company”) and Richard J. Rodgers, a resident of the State of Minnesota (the “Executive”).
ContractCollaboration and License Agreement • August 5th, 2016 • TESARO, Inc. • Pharmaceutical preparations • New York
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDMENT NO. 1 TO COLLABORATION AND EXCLUSIVE LICENSE AGREEMENTCollaboration and Exclusive License Agreement • February 25th, 2015 • TESARO, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Collaboration and Exclusive License Agreement (this “Amendment”) effective as of November 28, 2014 (the “Amendment Date”), is entered into is made by and between (i) AnaptysBio, Inc., a Delaware corporation, having a place of business at 10421 Pacific Center Court, Suite 200, San Diego, California 92121 (“AnaptysBio”), and (ii) TESARO, Inc., a Delaware corporation, having a place of business at 1000 Winter Street, Suite 3300, Waltham, Massachusetts 02541 (“TESARO US”) and TESARO Development, Ltd., a Bermuda corporation, having its principal office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (together with TESARO US, “TESARO”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • January 24th, 2019 • TESARO, Inc. • Pharmaceutical preparations • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of January 22, 2019 between TESARO, INC. (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture (as defined below).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • August 5th, 2016 • TESARO, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 (this “Amendment”), to the License Agreement (the “Agreement”), dated as of May 22, 2012, by and between MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey (“Merck”), and TESARO, INC., a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”), is effective as of April 5, 2016 (the “Amendment Effective Date”), and is joined for certain purposes by Janssen Biotech, Inc. (the “Prostate Cancer Sublicensee”). Merck and Licensee are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used in this Amendment without definition shall have the meanings given those terms in the Agreement.
BAY COLONY CORPORATE CENTER WALTHAM, MASSACHUSETTS Lease Dated December 18, 2017Work Agreement • February 28th, 2018 • TESARO, Inc. • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 1100 Winter Street, Waltham, Massachusetts 02451.
INVESTOR AGREEMENTInvestor Agreement • May 6th, 2016 • TESARO, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”) is made as of March 18, 2016, by and among TESARO, Inc., a Delaware corporation (the “Company”), The Northern Trust Company in its capacity as custodian (the “FF Investor”) for the Future Fund Investment Company No.4 Pty Ltd (ACN 134 338 926) of Level 43, 120 Collins Street, Melbourne, Victoria 3000 (the “FF Beneficial Investor”), the FF Beneficial Investor, Ally Bridge LB Healthcare Master Fund Limited and ABG Innovation III-SO Limited (together with Ally Bridge LB Healthcare Master Fund Limited, “Ally Bridge”).
TESARO, INC.Nonstatutory Stock Option Agreement • August 7th, 2015 • TESARO, Inc. • Pharmaceutical preparations
TESARO, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.0001 (the “Common Stock”) to the individual named below. The terms and conditions of the option are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2015 Non-Employee Director Stock Incentive Plan (as it may be amended from time to time, the “Plan”).
PRODUCT AGREEMENT VARUBI (ROLAPITANT TABLETS 100 mg)Product Agreement • February 29th, 2016 • TESARO, Inc. • Pharmaceutical preparations • Ontario
This Product Agreement (this “Product Agreement”) is issued under the Master Manufacturing Services Agreement dated October 13th, 2015 between Patheon Inc. and TESARO, Inc. (the “Master Agreement”), and is entered into October 13th, 2015 (the “Effective Date”), between Patheon Inc., a corporation existing under the laws of Canada , having a principal place of business at 2100 Syntex Court, Mississauga, Ontario, L5N 7K9 (“Patheon”), and TESARO, Inc., a corporation existing under the laws of the State of Delaware, USA, having a principal place of business at 1000 Winter Street, Suite 3300, Waltham, Massachusetts, USA (“Client”).
TESARO, INC.Restricted Stock Unit Agreement • August 3rd, 2018 • TESARO, Inc. • Pharmaceutical preparations
TESARO, Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of its common stock, par value $0.0001 per share (the “Stock”), to the individual named below, subject to the vesting conditions set forth below. The terms and conditions of the RSUs are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2015 Non-Employee Director Stock Incentive Plan (as it may be amended from time to time, the “Plan”).
TESARO, INC. NON-DISCLOSURE AND INVENTIONS ASSIGNMENT AGREEMENTNon-Disclosure and Inventions Assignment Agreement • March 23rd, 2012 • Tesaro, Inc. • Massachusetts
The undersigned (“Employee”), in consideration and as a condition of the undersigned’s engagement or continued engagement as an employee, officer, consultant and/or director (a “Business Relationship”) of Tesaro, Inc., a Delaware corporation (the “Company”), does hereby covenant and agree with the Company with respect to the matters hereinafter set forth as of the date set forth on the signature page hereto:
SIXTH AMENDMENT TO LEASELease • August 8th, 2017 • TESARO, Inc. • Pharmaceutical preparations
SIXTH AMENDMENT TO LEASE (this “Sixth Amendment”) dated as of this 16th day of June, 2017 (the “Sixth Amendment Effective Date”) by and between BAY COLONY LLC, a Delaware limited liability company (“Landlord”), and TESARO, INC., a Delaware corporation (“Tenant”).
TESARO, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 6, 2011Investors’ Rights Agreement • May 17th, 2012 • TESARO, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 6th day of June, 2011, by and among TESARO, INC., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto (each an “Investor” and together the “Investors”), OPKO Health, Inc., a Delaware corporation (“OPKO”), and the persons listed on Schedule B hereto (each a “Founder” and together the “Founders”).
Collaboration, Development and License AgreementDevelopment and License Agreement • February 28th, 2018 • TESARO, Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT TO COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the “Amendment”) is made and entered into as of February 26, 2018 by and among TESARO, Inc., a Delaware corporation (“TESARO Inc.”), TESARO Development Ltd., a Bermuda corporation (“TSRO Ltd.” and together with TESARO Inc., “TESARO”), and Zai Lab (Shanghai) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Zai” and together with TESARO, the “Parties”).
FOURTH AMENDMENT TO LEASETESARO, Inc. • February 28th, 2017 • Pharmaceutical preparations
FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) dated as of this 6th day of October, 2016 (the “Fourth Amendment Effective Date”) by and between BP BAY COLONY LLC, a Delaware limited liability company (“Landlord”), and TESARO, INC., a Delaware corporation (“Tenant”).
DRUG PRODUCT SUPPLY AGREEMENT Between TESARO Bio GmbH And Charles River Laboratories Contract Manufacturing PA, LLC Dated January 10, 2017Drug Product Supply Agreement • May 9th, 2017 • TESARO, Inc. • Pharmaceutical preparations • Delaware
This DRUG PRODUCT SUPPLY AGREEMENT (this “Agreement”), made as of January 10, 2017 (the “Effective Date”), between TESARO Bio GmbH, having a principal place of business at Poststrasse 6, 6300 Zug, Switzerland, (together with its Affiliates, “Client”), and Charles River Laboratories Contract Manufacturing PA, LLC, a Delaware corporation having a principal place of business at 3 Chelsea Parkway, Boothwyn, PA 19061 (“CRL”). Client and CRL may be referred to as a “Party” or, together, the “Parties”.
Master Manufacturing Services AgreementProduct Agreement • February 29th, 2016 • TESARO, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
SECOND AMENDMENT TO LEASETESARO, Inc. • February 28th, 2017 • Pharmaceutical preparations
SECOND AMENDMENT TO LEASE (this “Second Amendment”) dated as of this 23RD day of April , 2015 (the “Effective Date”) by and between BP BAY COLONY LLC, a Delaware limited liability company (“Landlord”), and TESARO, INC., a Delaware corporation (“Tenant”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 6th, 2016 • TESARO, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of February 24, 2016, by and among TESARO, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”) and Future Fund Investment Company No.4 Pty Ltd, a proprietary limited company organized under the laws of Australia (the “FF Beneficial Investor”).
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 2nd, 2018 • TESARO, Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the Exclusive License Agreement, dated July 27, 2017 (the “Agreement”), between TESARO, Inc. (“TESARO”) and Millennium Pharmaceuticals, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Company Ltd. (“Licensee”), is entered into as of July 16, 2018 (“Amendment Effective Date”). TESARO and Licensee are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used but not otherwise defined in this Amendment shall have the same meaning as set forth in the Agreement.
Immuno-Oncology Collaboration and License Agreement for TIM-3, LAG-3 and PD-1 Antibody Programs March 13, 2014 Safe Harbor Statement Statements made in this presentation about TESARO, Inc. that are not descriptions of historical facts are...TESARO, Inc. • March 13th, 2014 • Pharmaceutical preparations
EXCLUSIVE LICENSE AGREEMENT by and between TESARO, INC. and MILLENNIUM PHARMACEUTICALS, INC. Dated as of July 27, 2017Exclusive License Agreement • November 7th, 2017 • TESARO, Inc. • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of July 27, 2017 (the “Effective Date”) by and between TESARO, INC., a Delaware corporation having an address at 1000 Winter Street, Suite 3300, Waltham, Massachusetts 02451, U.S.A. (“TESARO”), and MILLENNIUM PHARMACEUTICALS, INC., a Delaware corporation and wholly-owned subsidiary of Takeda Pharmaceutical Company Limited having an address at 40 Landsdowne Street, Cambridge, MA 02139, U.S.A (“Licensee”). TESARO and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
