Calithera Biosciences, Inc. Sample Contracts

CALITHERA BIOSCIENCES, INC. FORM OF LONG-TERM COMMON STOCK PURCHASE WARRANT
Calithera Biosciences, Inc. • March 31st, 2022 • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Calithera Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered h

AutoNDA by SimpleDocs
CALITHERA BIOSCIENCES, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • August 10th, 2020 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between CALITHERA BIOSCIENCES, 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”).

CALITHERA BIOSCIENCES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of , 2022
Warrant Agency Agreement • March 31st, 2022 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of , 2022 (“Agreement”), between Calithera Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

CALITHERA BIOSCIENCES, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • August 10th, 2020 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between CALITHERA BIOSCIENCES, 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”).

CALITHERA BIOSCIENCES, INC. COMMON STOCK SALES AGREEMENT
Sales Agreement • November 9th, 2015 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

Calithera Biosciences, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

LEASE AGREEMENT
Lease Agreement • August 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations

THIS LEASE AGREEMENT (this “Lease”) is made this 14th day of February, 2013, between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

Calithera Biosciences, Inc. 6,830,000 Shares Common Stock ($0.0001 par value) Underwriting Agreement
Calithera Biosciences, Inc. • March 22nd, 2017 • Pharmaceutical preparations • New York

Calithera Biosciences, 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 “Representative”) are acting as representative, 6,830,000 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 also proposes to grant to the Underwriters an option to purchase up to 1,024,500 additional shares of Common Stock (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 Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriters shall mean either the singular or plural as the context requires. Certain terms use

CALITHERA BIOSCIENCES, INC. COMMON STOCK SALES AGREEMENT
Common Stock • August 8th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

Calithera Biosciences, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

INDEMNITY AGREEMENT
Indemnity Agreement • September 19th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 20 , between Calithera Biosciences, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

OPEN MARKET SALE AGREEMENT
Open Market Sale Agreement • August 10th, 2020 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York
Calithera Biosciences, Inc. 5,000,000 Shares Common Stock ($0.0001 par value) Underwriting Agreement
Calithera Biosciences, Inc. • April 16th, 2020 • Pharmaceutical preparations • New York
CALITHERA BIOSCIENCES, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)
Option Agreement • August 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Calithera Biosciences, Inc. (the “Company”) has granted you an option under its 2010 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.

Calithera Biosciences, Inc. [ ] Shares Common Stock ($0.0001 par value) Underwriting Agreement
Underwriting Agreement • September 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

Calithera Biosciences, 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 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, 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 r

Re: Letter Agreement Regarding Severance Benefits and Accelerated Vesting of Equity Awards.
Calithera Biosciences, Inc. • March 16th, 2017 • Pharmaceutical preparations

On behalf of Calithera Biosciences, Inc. (the “Company”), I am pleased to confirm that your employment with the Company and the terms of any outstanding equity awards granted to you by the Company (the “Equity Awards”) are subject to the following additional terms set forth below, such additional terms hereby amending and restating all provisions of, rights granted and covenants made in any prior agreement between you and the Company relating to the subject matter herein.

Calithera Biosciences, Inc. 12,500,000 Shares Common Stock ($0.0001 par value) Underwriting Agreement
Underwriting Agreement • June 19th, 2019 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

Calithera Biosciences, 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, 12,500,000 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 also proposes to grant to the Underwriters an option to purchase up to 1,875,000 additional shares of Common Stock (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 Underwriter, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms

THIRD AMENDMENT TO LEASE AGREEMENT
Lease Agreement • May 9th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations

THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Third Amendment”) is made as of February 28, 2017, by and between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

FOURTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • May 6th, 2021 • Calithera Biosciences, Inc. • Pharmaceutical preparations

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Fourth Amendment”) is made as effective as of January 1, 2021 (the “Surrender Date”), and dated as of March 8, 2021, by and between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

CALITHERA BIOSCIENCES INC. CHRISTOPHER MOLINEAUX EMPLOYMENT AGREEMENT
Christopher Molineaux Employment Agreement • August 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • California

This Agreement is entered into as of April 8, 2013 (the “Effective Date”) by and between Calithera Biosciences Inc. (the “Company”) and Christopher Molineaux, Ph.D. (“Executive”).

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • July 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations

FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as of October 30 2013, by and between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

CALITHERA BIOSCIENCES, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 7th day of October, 2013, by and among CALITHERA BIOSCIENCES, INC., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • May 10th, 2016 • Calithera Biosciences, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made as of February 23, 2016, by and between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and CALITHERA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • March 27th, 2015 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

This Collaboration and License Agreement (the “Agreement”) is made and entered into effective as of December 9, 2014 (the “Effective Date”), by and between

AutoNDA by SimpleDocs
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amendment to the Asset Purchase Agreement
Asset Purchase Agreement • August 16th, 2022 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

This Amendment to the Asset Purchase Agreement (the “Amendment”) is made and entered into as of May 23, 2022 (the “Amendment Effective Date”), between Millennium Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Calithera Biosciences, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • October 19th, 2021 • Calithera Biosciences, Inc. • Pharmaceutical preparations • Delaware

THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of October 18, 2021 by and between Calithera Biosciences Inc., a Delaware corporation (the “Company”), and Millennium Pharmaceuticals, Inc., a Delaware corporation (the “Investor”).

STOCK PURCHASE AGREEMENT By and Between INCYTE CORPORATION and CALITHERA BIOSCIENCES, INC. Dated as of January 27, 2017
Stock Purchase Agreement • January 30th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of January 27, 2017 (the “Signing Date”), by and between Calithera Biosciences, Inc., a Delaware corporation (the “Company”), and Incyte Corporation, a Delaware corporation (the “Purchaser”).

Re:Separation Agreement
Separation Agreement • March 16th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations • California

This letter sets forth the substance of the separation agreement (the “Agreement”) that Calithera Biosciences, Inc. (the “Company”) is offering to you to aid in your employment transition.

LICENSE AND RESEARCH AGREEMENT BY AND BETWEEN CALITHERA BIOSCIENCES INC. AND HIGH POINT PHARMACEUTICALS, LLC TRANSTECH PHARMA LLC DATED AS OF MARCH 5, 2015
License and Research Agreement • May 11th, 2015 • Calithera Biosciences, Inc. • Pharmaceutical preparations • Delaware

[*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended.

COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • May 9th, 2017 • Calithera Biosciences, Inc. • Pharmaceutical preparations

THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of January 27, 2017 (the “Execution Date”), by and between Incyte Corporation, a Delaware corporation, having an office at 1801 Augustine Cut-off, Wilmington, DE 19803 (“Incyte”), and Calithera Biosciences, Inc., a Delaware corporation, having an office at 343 Oyster Point Blvd #200, South San Francisco, CA 94080 (“Calithera”).

= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSET PURCHASE AGREEMENT between...
Asset Purchase Agreement • November 9th, 2021 • Calithera Biosciences, Inc. • Pharmaceutical preparations • New York

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of October 18, 2021, between Millennium Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Calithera Biosciences, Inc., a Delaware corporation (“Buyer”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

CALITHERA BIOSCIENCES INC. ERIC SJOGREN EMPLOYMENT AGREEMENT
Sjogren Employment Agreement • July 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • California

This Agreement is entered into as of June 1, 2010 (the “Effective Date”) by and between Calithera Biosciences Inc. (the “Company”) and ERIC SJOGREN (“Executive”).

CALITHERA BIOSCIENCES INC. SUSAN MOLINEAUX EMPLOYMENT AGREEMENT
Susan Molineaux Employment Agreement • July 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • California

This Agreement is entered into as of June 1, 2010 (the “Effective Date”) by and between Calithera Biosciences Inc. (the “Company”) and Susan Molineaux (“Executive”).

CALITHERA BIOSCIENCES INC. MARK BENNETT EMPLOYMENT AGREEMENT
Mark Bennett Employment Agreement • July 25th, 2014 • Calithera Biosciences, Inc. • Pharmaceutical preparations • California

This Agreement is entered into as of June 1, 2010 (the “Effective Date”) by and between Calithera Biosciences Inc. (the “Company”) and Mark Bennett (“Executive”).

Time is Money Join Law Insider Premium to draft better contracts faster.