GALERA THERAPEUTICS, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2019 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
GALERA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2019 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 20[19] between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMGalera Therapeutics, Inc. • December 1st, 2020 • Pharmaceutical preparations • New York
Galera Therapeutics, Inc. Employment, Confidentiality, Noncompete and Invention Rights AgreementNoncompete and Invention Rights Agreement • November 10th, 2021 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Employment, Confidentiality, Noncompete and Invention Rights Agreement (“Agreement”) is made and entered into as of October 7, 2021 by and between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and Jennifer Evans Stacey (“Employee”).
GALERA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 28th, 2019 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 30th day of August, 2018, by and among Galera Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT BY AND AMONG GALERA THERAPEUTICS, INC. CLARUS IV GALERA ROYALTY AIV, L.P. AND THE EXISTING PURCHASERS IDENTIFIED ON SCHEDULE 1 HERETO EFFECTIVE AS OF NOVEMBER 14, 2018Purchase and Sale Agreement • October 11th, 2019 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2018 (the “First Restatement Date”), by and among GALERA THERAPEUTICS, INC., a Delaware corporation (“Seller”), CLARUS IV GALERA ROYALTY AIV, L.P. (as further defined herein, the “Purchaser”), and, solely for purposes of Section 8.14, each of the entities identified on Schedule 1 (collectively, the “Existing Purchasers”). Purchaser and Seller are sometimes referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined will have the respective meanings given to such terms in Exhibit A attached hereto. This Agreement amends, restates, consolidates and supersedes in its entirety the Purchase and Sale Agreement, dated as of September 19, 2018 (the “Effective Date”), by and among Seller and the Existing Purchasers (the “Existing Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2023 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2023, between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including their successors and assigns, collectively, the “Purchasers” and each, a “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2023 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2023, between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including their successors and assigns, collectively, the “Purchasers” and each, a “Purchaser”).
GALERA THERAPEUTICS, INC. PLACEMENT AGENCY AGREEMENTAgency Agreement • February 16th, 2023 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 10th, 2020 • Galera Therapeutics, Inc. • Pharmaceutical preparations • New York
This WARRANT PURCHASE AGREEMENT is dated as of May 11, 2020 (this “Agreement”) by and between Galera Therapeutics, Inc., a Delaware corporation (“Galera”) and Clarus IV Galera Royalty AIV, L.P., a Delaware limited partnership (“Clarus”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 10th, 2020 • Galera Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 11, 2020 (the “First Amendment Date”) and amends that certain Amended and Restated Purchase and Sale Agreement, dated as of November 14, 2018, by and among GALERA THERAPEUTICS, INC., (“Seller”), CLARUS IV GALERA ROYALTY AIV, L.P. (“Purchaser”) and the other parties thereto (the “Existing Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Existing Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 14th, 2023 • Galera Therapeutics, Inc. • Pharmaceutical preparations
I, Mark Bachleda, in consideration of the obligations of Galera Therapeutics, Inc., a Delaware corporation (the “Company”), under that certain Employment, Confidentiality, Noncompete and Invention Rights Agreement (the “Agreement”), do hereby release and forever discharge, as of the date hereof, the Company and its affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its affiliates and the Company’s direct and indirect owners (collectively, the “Released Parties”) to the extent provided in this Separation Agreement and General Release (“General Release”) below, effective as of the Effective Date (as defined in Section 14 below).
Master Manufacturing Services AgreementProduct Agreement • August 18th, 2021 • Galera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
With effect from the date stated at the start of this Agreement (the “Effective Date”), the parties have agreed to the following terms:
