Revolution Medicines, Inc. 13,636,364 Shares of Common Stock Underwriting AgreementRevolution Medicines, Inc. • March 7th, 2023 • Biological products, (no disgnostic substances) • New York
Revolution Medicines, 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 13,636,364 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,045,454 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”.
Revolution Medicines, Inc. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 1st, 2021 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • New York
Revolution Medicines, 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 [•] shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] 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”.
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated April 6, 2021Warrant Agreement • February 26th, 2024 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated April 6, 2021, is by and between CM Life Sciences III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
LEASE AGREEMENTLease Agreement • October 31st, 2019 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT is made as of this 22 day of August, 2012, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and WARP DRIVE BIO, LLC, a Delaware limited liability company (“Tenant”).
REVOLUTION MEDICINES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of _______ by and between Revolution Medicines, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and the Indemnitee covering indemnification.
REVOLUTION MEDICINES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”), entered into effective as of December 18, 2019 (the “Effective Date”), is between Revolution Medicines, Inc., a Delaware corporation (the “Company”) and Margaret Horn (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of November 9, 2014 (“Offer Letter”).
ContractAgreement and Plan of Merger • February 26th, 2024 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Delaware
Agreement and Plan of Merger, dated as of August 5, 2021, as amended September 21, 2021 and October 28, 2021, by and among CM Life Sciences III, Inc., Clover III Merger Sub, Inc., and EQRx, Inc. (composite copy incorporating the Agreement and Plan of Merger, dated as of August 5, 2021, Amendment to Agreement and Plan of Merger, dated as of September 21, 2021, and Amendment to Agreement and Plan of Merger, dated as of October 28, 2021).
REVOLUTION MEDICINES, INC.Sales Agreement • November 10th, 2021 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • New York
Revolution Medicines, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AGREEMENT AND PLAN OF MERGER by and among REVOLUTION MEDICINES, INC., TROTSKY MERGER SUB, INC., WARP DRIVE BIO, INC. and FORTIS ADVISORS LLC as the Stockholders’ Representative Dated as of October 15, 2018Agreement and Plan of Merger • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 15, 2018, is by and among Revolution Medicines, Inc., a Delaware corporation (“Parent”), Trotsky Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Warp Drive Bio, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the Stockholders’ Representative (“Stockholders’ Representative”).
REVOLUTION MEDICINES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2022 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”), entered into effective as of April 29, 2022 (the “Effective Date”), is between Revolution Medicines, Inc., a Delaware corporation (the “Company”) and Jack Anders (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of June 29, 2018 and the certain Employment Agreement between Executive and the Company dated as of December 18, 2019 (together, the “Prior Agreements”).
SUBLEASEAnimal Care Agreement • October 31st, 2019 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • California
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of January 16, 2019, and is made by and between ONCOMED PHARMACEUTICALS, INC., a Delaware corporation (“Sublandlord”), and REVOLUTION MEDICINES, INC., a Delaware corporation (“Subtenant”). Sublandlord and Subtenant hereby agree as follows:
COLLABORATIVE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT, Development and Commercialization Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • New York
Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time.
REVOLUTION MEDICINES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 5, 2019Investors’ Rights Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of June, 2019, by and among REVOLUTION MEDICINES, 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,” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof (collectively, “Investors”), and amends and restates that certain Investors’ Rights Agreement, dated as of March 23, 2018, by and among the Company and the investors listed on Schedule A thereto, as amended (the “Prior Agreement”).
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • October 31st, 2019 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made by and between WARP DRIVE BIO, LLC, a Delaware limited liability company (“Assignor”) and REVOLUTION MEDICINES, INC., a Delaware corporation (“Assignee”) as of January 30, 2019 (the “Effective Date”).
THIRD AMENDMENT TO LEASELease • November 10th, 2021 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
This THIRD AMENDMENT TO LEASE ("Third Amendment") is made and entered into as of November 1, 2021 (the “Effective Date”), by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership ("Landlord"), and REVOLUTION MEDICINES, INC., a Delaware corporation ("Tenant").
REVOLUTION MEDICINES, INC. EARLY EXERCISE STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Delaware
Revolution Medicines, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to the participant set forth below (“Participant”), an option (the “Option”) to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice and the Stock Option Agreement.
FORM OF COMPANY STOCKHOLDER VOTING AGREEMENTCompany Stockholder Voting Agreement • August 1st, 2023 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of July 31, 2023 (the “Agreement Date”), by and among Revolution Medicines, Inc., a Delaware corporation (“Parent”), and the undersigned, a stockholder of EQRx, Inc., a Delaware corporation (the “Company”, and such stockholder, the “Stockholder”). Parent and the Stockholder are each individually sometimes referred to herein as a “Party”.
SECOND AMENDMENT TO LEASELease • May 14th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
This SECOND AMENDMENT TO LEASE ("Second Amendment") is made and entered into as of April 17, 2020, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership ("Landlord"), and REVOLUTION MEDICINES, INC., a Delaware corporation ("Tenant").
AGREEMENT AND PLAN OF MERGER among REVOLUTION MEDICINES, INC., a Delaware corporation, EQRX, INC., a Delaware corporation, EQUINOX MERGER SUB I, INC., a Delaware corporation and EQUINOX MERGER SUB II LLC, a Delaware limited liability company Dated as...Agreement and Plan of Merger • August 1st, 2023 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 31, 2023, by and among REVOLUTION MEDICINES, INC., a Delaware corporation (“Parent”), EQRX, INC., a Delaware corporation (the “Company”), EQUINOX MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), and EQUINOX MERGER SUB II LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs” and each a “Merger Sub”). Parent, the Company and the Merger Subs are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF STOCKHOLDER LOCK-UP AGREEMENT July 31, 2023Revolution Medicines, Inc. • August 1st, 2023 • Biological products, (no disgnostic substances)
APPOINTMENT, ASSIGNMENT AND ASSUMPTION AGREEMENTAppointment, Assignment and Assumption Agreement • November 15th, 2023 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • New York
THIS APPOINTMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into and effective as of November 9, 2023 by and among EQRx, Inc., a Delaware corporation (the “Company”), Revolution Medicines, Inc. (“Parent”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) and Equiniti Trust Company, LLC, a New York limited liability trust company (“Equiniti”).
FIFTH AMENDMENT TO LEASELease • November 6th, 2023 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
This FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is made as of August 3, 2023 (the “Fifth Amendment Effective Date”), by and between HCP LS Redwood City, LLC, a Delaware limited partnership (“Landlord”) and Revolution Medicines, Inc., a Delaware corporation (“Tenant”).
SUBLEASE AGREEMENTSublease Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Sublease Agreement (this “Sublease”) is dated as of February 4, 2019, for reference purposes only, by and between Revolution Medicines, Inc., a Delaware corporation (“Sublandlord”), as successor to Warp Drive Bio, LLC, a Delaware limited liability company, with Sublandlord having an address of 700 Saginaw Drive, Redwood City, CA 94063, Attn: General Counsel, (email: Legal@revolutionmedicines.com), and Casma Therapeutics, Inc., a Delaware corporation, (“Subtenant”), having an address at 29 Newbury Street, Boston, Massachusetts 02116 prior to the Commencement Date and at the Premises on and after the Commencement Date. This Sublease shall be effective as of the date set forth in Section 2, below.
FIRST AMENDMENT TO LEASELease • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Lease (the “First Amendment”) is made as of May 18, 2017, by and between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and WARP DRIVE BIO, INC., a Delaware corporation (“Tenant”), formerly known as WARP DRIVE BIO, LLC, a Delaware limited liability company.
FOURTH AMENDMENT TO LEASELease • May 8th, 2023 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
This FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered into as of March 24, 2023 (the “Effective Date”), by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership ("Landlord"), and REVOLUTION MEDICINES, INC., a Delaware corporation ("Tenant").
FIRST AMENDMENT TO LEASELease • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of September 16, 2016, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership (“Landlord”), and REVOLUTION MEDICINES, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2022 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • California
This First Amendment to Employment Agreement (this “Amendment”) is entered into as of June 10, 2022, by and between Revolution Medicines, Inc. (the “Company”) and Mark Goldsmith, M.D., Ph.D. (“Executive” and together with the Company, the “Parties”).
AMENDMENT NO. 1 TO THE SALES AGREEMENTThe Sales Agreement • March 4th, 2024 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Sales Agreement (this “Amendment”) is entered into as of the date first written above by Revolution Medicines, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC (“TD Cowen”), that are parties to that certain Sales Agreement, dated November 10, 2021 (the “Original Agreement”) relating to the offering of up to $250,000,000 of Shares.
FORM OF PARENT STOCKHOLDER VOTING AGREEMENTForm of Parent Stockholder Voting Agreement • August 1st, 2023 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of July 31, 2023 (the “Agreement Date”), by and among EQRx, Inc., a Delaware corporation (the “Company”), and the undersigned, a stockholder of Revolution Medicines, Inc., a Delaware corporation (“Parent”, and such stockholder, the “Stockholder”). The Company and the Stockholder are each individually sometimes referred to herein as a “Party”.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.Revolution Medicines, Inc. • August 11th, 2021 • Biological products, (no disgnostic substances) • New York
Reference is hereby made to that certain Collaborative Research, Development and Commercialization Agreement (as amended from time to time, the “Agreement”), dated as of June 8, 2018, by and between Revolution Medicines, Inc. (“RevMed”) and Aventis, Inc. (“Aventis”), as amended by that certain letter agreement dated as of August 24, 2018, and as assigned by Aventis to Genzyme Corporation (“Sanofi”) pursuant to that certain Assignment and Assumption Agreement dated as of December 20, 2018. Except as otherwise specifically indicated herein, capitalized terms used but not defined in this letter agreement (this “Letter”) shall have the meanings assigned to them in the Agreement.
