Verastem, Inc. Sample Contracts
VERASTEM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2017 • Verastem, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_______] [_], 2017, between Verastem, Inc., a Delaware corporation (the “Company”), and [______] (“Indemnitee”).
Verastem, Inc. Up to $100,000,000 of Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 2nd, 2021 • Verastem, Inc. • Pharmaceutical preparations • New York
Verastem, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 28th, 2022 • Verastem, 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 March 25, 2022 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 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 OXFORD FINANCE CREDIT FUND III, LP, by its manager Oxford Finance Advisors, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“OFCF III”) (each a “Lender” and collectively, the “Lenders”), and VERASTEM, INC., a Delaware corporation, with offices located at 117 Kendrick Street, Suite 500, Needham, MA 02494 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. Th
7,777,778 Shares Verastem, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2018 • Verastem, Inc. • Pharmaceutical preparations • New York
VERASTEM, INC. and U.S. Bank TRUST COMPANY, National Association, as Trustee INDENTURE Dated as of [ ], [ ]Indenture • November 8th, 2023 • Verastem, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], [ ] by and between Verastem, Inc., a Delaware corporation, as Issuer (the “Company”) and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).
VERASTEM, INC. Indemnification AgreementIndemnification Agreement • December 7th, 2011 • Verastem, Inc. • Pharmaceutical preparations • Delaware
This Agreement is made as of the day of 201 , by and between Verastem, Inc. a Delaware corporation (the “Corporation”), and (the “Indemnitee”), a director or officer of the Corporation.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 25th, 2025 • Verastem, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 25, 2025, by and among Verastem, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 2017 • Verastem, Inc. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT is made and dated as of March 21, 2017, and is entered into by and among (a) VERASTEM, INC., a Delaware corporation (“Verastem”), and each of its Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”), and (c) HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
ContractWarrant Agreement • April 25th, 2025 • Verastem, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2025 • Verastem, Inc. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of January 14, 2025 (the “Effective Date”), is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Matthew E. Ros, (the “Executive”).
NOTE PURCHASE AGREEMENT dated as of January 13, 2025 among VERASTEM, INC. as Issuer, THE OTHER OBLIGORS PARTY HERETO, THE PURCHASERS PARTY HERETO, and RGCM SA LLC as Purchaser AgentNote Purchase Agreement • January 13th, 2025 • Verastem, Inc. • Pharmaceutical preparations • New York
This Note Purchase Agreement (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) is made and dated as of January 13, 2025 (the “Effective Date”) among the Purchasers listed on Schedule 1.1(a) hereof or otherwise a party hereto from time to time (each a “Purchaser” and collectively, the “Purchasers”), RGCM SA LLC, a Delaware limited liability company, as agent for the Purchasers (in such capacity, “Purchaser Agent”), VERASTEM, INC., a Delaware corporation (“Issuer”), and the other Obligors from time to time party hereto. The parties agree as follows:
Non-Statutory Stock Option Agreement (Inducement Award)Non-Statutory Stock Option Agreement • August 2nd, 2021 • Verastem, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences an inducement grant of a stock option by Verastem, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”). The stock option is granted to the Participant in connection with the Participant’s entering into employment with the Company and is regarded by the parties as an inducement material to the Participant’s entering into employment within the meaning of NASDAQ Listing Rule 5635(c)(4).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH and VERASTEM, INC. AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AND TANGIBLE...Exclusive Patent License and Tangible Property Agreement • January 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Agreement (the “AGREEMENT”), effective as of January 11, 2012 (the “RESTATEMENT DATE”), is by and between the Whitehead Institute for Biomedical Research (“WHITEHEAD”), a Delaware corporation, with a principal office at Nine Cambridge Center, Cambridge, Massachusetts 02142, and Verastem, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 215 First Street, Suite 440, Cambridge, MA 02142.
Restricted Stock Unit Agreement (Inducement Award)Restricted Stock Unit Agreement • August 2nd, 2021 • Verastem, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences an inducement award (the “Award”) of Restricted Stock Units (“RSUs”) by Verastem, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”). The RSUs are granted to the Participant in connection with the Participant’s entering into employment with the Company and is regarded by the parties as an inducement material to the Participant’s entering into employment within the meaning of NASDAQ Listing Rule 5635(c)(4).
VERASTEM, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • March 30th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of August 11, 2010, by and between Verastem, Inc., a Delaware corporation (the “Company”), and Christoph Westphal (“Purchaser”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SEC. LICENSE AND...License and Collaboration Agreement • November 7th, 2018 • Verastem, Inc. • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of ___________, 2018 (the “Effective Date”), by and between VERASTEM, INC., a Delaware corporation (“Verastem”), having a place of business at 117 Kendrick Street, #500, Needham, MA 02494, USA, and CSPC PHARMACEUTICAL GROUP LIMITED, a Chinese corporation (“Licensee”), having a place of business at Suite 3206, 32/F, Central Plaza, Wanchai, Hong Kong. Verastem and Licensee are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • March 23rd, 2017 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (together with its attachments, this “Agreement”) made as of the date written above (the “Effective Date”) is between Verastem, Inc. a Delaware corporation having an address at 117 Kendrick Street, Suite 500, Needham, MA 02494 (the “Company”), and Greg Berk, residing at 133 Claybrook Road, Dover, MA 02030, (“Consultant”). The Company desires to have the benefit of Consultant's knowledge and experience, and Consultant desires to provide Consulting Services (defined below) to the Company, all as provided in this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2020 • Verastem, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2020 (the “Effective Date”), among Verastem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).
VERASTEM, INC. Nonstatutory Stock Option Agreement Inducement AwardNonstatutory Stock Option Agreement • March 13th, 2018 • Verastem, Inc. • Pharmaceutical preparations
VERASTEM, INC. Restricted Stock Unit Agreement Inducement Award NOTICE OF GRANTRestricted Stock Unit Agreement • November 7th, 2018 • Verastem, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Verastem, Inc. (the “Company”), a Delaware corporation, and the Participant.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENT 17 November, 2011 by and between VERASTEM, INC., a Delaware corporation and PONIARD PHARMACEUTICALS, INC., a...License Agreement • December 22nd, 2011 • Verastem, Inc. • Pharmaceutical preparations • New York
This License Agreement is entered into and made effective as of this 17th day of November, 2011 (the “Effective Date”), by and between VERASTEM, INC., a Delaware corporation (“Verastem”) located at 215 First Street, Suite 440, Cambridge, MA 02142, and PONIARD PHARMACEUTICALS, INC., a Washington corporation (“Poniard”) located at 300 Elliott Avenue West, Suite 500, Seattle, WA 98119.
VERASTEM, INC. Restricted Stock Unit Agreement Granted under 2012 Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • May 7th, 2020 • Verastem, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Verastem, Inc. (the “Company”), a Delaware corporation, and the Participant.
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2023 • Verastem, Inc. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of August 1, 2023 (the “Effective Date”), is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Daniel W. Paterson (the “Executive”).
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • November 7th, 2022 • Verastem, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement” ) confirms the agreement of Verastem, Inc. (the “Company"), and the holders of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (“Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 10,000,000 shares (the “Shares”) of Common Stock, beneficially owned by the Stockholders, in consideration for a total of 1,000,000 shares of Series A preferred stock, par value $0.0001 per share, of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designations set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 10,000,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
Verastem, Inc. 13,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase 5,000,000 Shares of Common Stock Warrants to Purchase 18,333,334 Shares of Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • July 25th, 2024 • Verastem, Inc. • Pharmaceutical preparations • New York
Verastem, Inc., a Delaware corporation (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, (i) 13,333,334 shares (the “Shares”) of common stock, $0.0001 par value per share (“Common Stock”) of the Company, (ii) pre-funded warrants to purchase an aggregate of 5,000,000 shares of Common Stock at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants”) in the form set forth on Exhibit A hereto, with one share of Common Stock issuable upon exercise of each Pre-Funded Warrant and (iii) common warrants to purchase an aggregate of up to 18,333,334 shares of Common Stock at an exercise price equal to $3.50 per share in the form set forth on Exhibit B hereto (the “Warrants” and, together with the Shares and Pre-Funded Warrants, the “Securities”). Each Share is being sold together with a Warrant to purchase one share of Common Stock. Each Pre-Funded Warran
VERASTEM, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 17, 2018 5.00% Convertible Senior Notes due 2048First Supplemental Indenture • October 17th, 2018 • Verastem, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 17, 2018 (“First Supplemental Indenture”), between Verastem, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), supplementing the Indenture, dated as of October 17, 2018, between the Company and the Trustee (the “Base Indenture” and, as amended, modified and supplemented by this First Supplemental Indenture, the “Indenture”).
VERASTEM, INC. Restricted Stock Unit Agreement Performance-Vesting Restricted Stock Unit Granted under 2012 Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • November 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Verastem, Inc. (the “Company”), a Delaware corporation, and the Participant.
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 20th, 2025 • Verastem, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Verastem, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of Verastem, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
FIRST AMENDMENT TO THE LICENSE AGREEMENTLicense Agreement • August 7th, 2025 • Verastem, Inc. • Pharmaceutical preparations
made as of April 3rd , 2025 (“First Amendment Effective Date”), by and between Verastem, Inc., a corporation organized and existing under the laws of Delaware with offices at 117 Kendrick Street, Suite 500, Needham, MA 02494 (“LICENSEE”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware located at 66 Hudson Blvd East, New York, NY 10001 (“PFIZER”); each of LICENSEE and PFIZER individually, a “Party”, and collectively, the “Parties”. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement (as defined below).
ASSET PURCHASE AGREEMENT Between VERASTEM, INC. and S*BIO PTE LTD. Dated as of May 10, 2012Asset Purchase Agreement • August 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) is entered into as of May 10, 2012, by and between Verastem, Inc., a Delaware corporation (“Buyer”), and S*Bio Pte Ltd, a company organized under the laws of Singapore (“Seller”).
PURCHASE AGREEMENTPurchase Agreement • June 15th, 2018 • Verastem, Inc. • Pharmaceutical preparations • New York
This PURCHASE AGREEMENT (this “Agreement”) is dated as of June 14, 2018, between Verastem, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (collectively, the “Purchaser”).
VERASTEM, INC. Nonstatutory Stock Option Agreement Inducement AwardNonstatutory Stock Option Agreement • December 19th, 2014 • Verastem, Inc. • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2016 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated April 15, 2016, is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Greg Berk (the “Executive”) of 133 Claybrook Road, Dover, Massachusetts 02030.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated March 28, 2012 is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 215 First Street, Suite 440, Cambridge, MA 02142, and Paul Brannelly (the “Employee”) of 40 Glenellen Road, Boston, MA 02132.
December 1, 2015 John B. Green BY HAND DELIVERY RePart-Time EmploymentPart-Time Employment Agreement • March 3rd, 2016 • Verastem, Inc. • Pharmaceutical preparations
This letter memorializes certain mutual understandings with respect to your employment with Verastem, Inc. (the "Company"). Reference is made to the Employment Agreement between you the Company, dated as of March 10, 2013 (the "Employment Agreement"). This letter supplements (and, to the extent of any conflict, supersedes) the Employment Agreement.