PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CHECKPOINT THERAPEUTICS, INC.Checkpoint Therapeutics, Inc. • January 30th, 2024 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 27, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Checkpoint Therapeutics, 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 is issued pursuant to that certain engagement letter dated as of September 29, 2023, as amended on December 14, 2023, by and between the Company and H.C. Wainwright & Co., LLC.
13,400,000 SHARES CHECKPOINT THERAPEUTICS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2019 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
Checkpoint Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule V hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 13,400,000 authorized but unissued shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 2,010,000 additional shares (the “Additional Shares”) of Common Stock solely to cover over-allotments, if any (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Checkpoint Therapeutics, Inc.Checkpoint Therapeutics, Inc. • January 30th, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Checkpoint Therapeutics, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2024 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2024, between Checkpoint Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CHECKPOINT THERAPEUTICS, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • November 9th, 2017 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
Checkpoint Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co., Ladenburg Thalmann & Co. Inc. and H.C. Wainwright & Co., LLC (each individually an “Agent” and collectively, the “Agents”), as follows:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CHECKPOINT THERAPEUTICS, INC.Checkpoint Therapeutics, Inc. • October 3rd, 2023 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) and on or prior to 5:00 p.m. (New York City time) on October 4, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Checkpoint Therapeutics, 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 is issued pursuant to that certain engagement letter, dated as of September 29, 2023, by and between the Company and H.C. Wainwright & Co., LLC.
7,142,857 SHARES CHECKPOINT THERAPEUTICS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2020 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
Checkpoint Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule V hereto (the “Underwriters”), for whom H.C. Wainwright & Co., LLC is acting as representative (the “Representative”), an aggregate of 7,142,857 authorized but unissued shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 1,071,428 additional shares (the “Additional Shares”) of Common Stock solely to cover over-allotments, if any (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”).
Amended and Restated Collaboration AGREEMENTCollaboration Agreement • August 8th, 2019 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED COLLABORATION AGREEMENT (the “Agreement”) is dated as of June 19, 2019 by and between Checkpoint Therapeutics, Inc., a Delaware corporation organized having its place of business at 2 Gansevoort Street, New York, NY 10014 (“CTI”), and TG Therapeutics, Inc. located at 2 Gansevoort Street, New York, NY 10014 (“TGTX”). CTI, on the one hand, and TGTX, on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of March 17, 2015, by and between Checkpoint Therapeutics, Inc. a Delaware corporation (the “Company”), and Fortress Biotech, Inc., a Delaware corporation (the “Manager” and individually a “Party” or collectively the “Parties”).
MASTER SERVICES AGREEMENT between SAMSUNG BIOLOGICS CO., LTD. and CHECKPOINT THERAPEUTICS, INC.Master Services Agreement • November 6th, 2020 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS MASTER SERVICES AGREEMENT (this “MSA”) is made and entered into as of the date of last signature below (the “Effective Date”) by and between Checkpoint Therapeutics, Inc., a Delaware corporation having its principal place of business at 2 Gansevoort St., 9th Floor, New York, NY 10014 (“Client”), and Samsung BioLogics Co., Ltd., a company with offices at 300, Songdo bio-daero, Yeonsu-gu, Incheon, 21987, Republic of Korea (“SBL”). Client and SBL are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED FOUNDERS AGREEMENTFounders Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED FOUNDERS AGREEMENT (this “Agreement”) entered into on July 11, 2016, shall be effective as of March 17, 2015 (the “Effective Date”) by and between Fortress Biotech, Inc., a Delaware corporation (the “Founder”), and Checkpoint Therapeutics, Inc. (the “Company”).
SUBLICENSE AGREEMENTSublicense Agreement • August 19th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SUBLICENSE AGREEMENT (the “Agreement”) is dated as of May 26, 2016 (the “Effective Date”) by and between Checkpoint Therapeutics, Inc, a Delaware corporation with its place of business at 2 Gansevoort Street, 9th Floor, New York, New York 10014 (“Checkpoint”), and TG Therapeutics, Inc, Inc., a Delaware corporation with its place of business at 2 Gansevoort Street, 9th Floor, New York, New York 10014 (“TGTX”). Checkpoint, on the one hand, and TGTX, on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
This Executive Employment Agreement (this “Agreement”) is made and entered into as of October 13, 2015 by and between Checkpoint Therapeutics, Inc. (the “Company”) and James F. Oliviero III (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
RESEARCH AGREEMENTResearch Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS RESEARCH AGREEMENT (this “Agreement”), dated as of September 15th, 2015 (the “Effective Date”), between Fortress Biotech, Inc. (f/k/a Coronado Biosciences, Inc.), a Delaware Corporation (the “Company”) having an address 3 Columbus Circle, 15th Floor, New York, NY 10019, and NeuPharma, Inc., a Delaware corporation (“NeuPharma”) having an address of 1175 Chess Drive, Ste 206, Foster City, CA 94404.
CONFIDENTIAL LICENSE AGREEMENTLicense Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is dated as of March 17, 2015 (the “Effective Date”) by and between NeuPharma, Inc., a Delaware corporation having its place of business at 1175 Chess Dr, Ste 206, Foster City, CA 94404 (“Licensor”), and Coronado Biosciences, Inc., a Delaware corporation with its place of business at 3 Columbus Circle, 15th Floor, New York, New York 10019 (“Coronado”). Coronado, on the one hand, and Licensor, on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption Agreement”) is effective as of September 15 2015, by and between by and between Fortress Biotech., Inc., a Delaware corporation (“Fortress”) and Checkpoint Therapeutics, Inc., a Delaware corporation (“Checkpoint”).
OPTION AGREEMENTOption Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
This Option Agreement (the “Agreement”) dated as of March 17, 2015 (the “Effective Date”), is entered into by and between Fortress Biotech, Inc. (“Fortress”), a Delaware Corporation having a place of business at 3 Columbus Circle, 15th Floor, New York, NY 10019, and TG Therapeutics, Inc. (“TG”), a Delaware Corporation having a place of business at 3 Columbus Circle, 15th Floor, New York, NY 10019, with respect to the following:
LICENSE AGREEMENTLicense Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is dated as of March 2, 2015 (the “Effective Date”) by and between Checkpoint Therapeutics, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle, New York, NY 10019 (“CTI”), and Dana-Farber Cancer Institute, Inc. located at 450 Brookline Ave., Boston, MA 02115 (“DFCI”). CTI, on the one hand, and DFCI, on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
BOARD ADVISORY SERVICES AGREEMENTBoard Advisory Services Agreement • March 17th, 2017 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS BOARD ADVISORY SERVICES AGREEMENT (this “Agreement”) is made as of January 1, 2017, by and between Checkpoint Therapeutics, Inc., a Delaware corporation (the “Company”), and Caribe BioAdvisors, LLC, a Puerto Rico limited liability company (the “Advisor” and individually a “Party” or collectively the “Parties”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption Agreement”) is effective December 18, 2015 (the “Effective Date”), by and between Fortress Biotech, Inc. (“Fortress”), a Delaware corporation, and Checkpoint Therapeutics, Inc. (“Checkpoint”), a Delaware corporation.
LICENSE AGREEMENT FOR CEP-9722License Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is dated as of December 18, 2015 (the “Effective Date”) by and between Fortress Biotech, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle, New York, NY 10019 (“FBIO”), and Cephalon, Inc. a Delaware corporation having its place of business at 41 Moores Road, Frazier, PA 19355 (“Cephalon”). FBIO, on the one hand, and Cephalon, on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
LICENSE AGREEMENTLicense Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is dated as of May 26, 2016 (the “Effective Date”) by and between Jubilant Biosys Limited, a company organized under the laws of India, having its principal place of business at No. 96, Industrial Suburb, 2nd Stage, Yeshwanthpur, Bangalore – 560022, India (“Licensor”), and Checkpoint Therapeutics, Inc, Inc., a Delaware corporation with its place of business at 2 Gansevoort Street, 9th Floor, New York, New York 10014 (“Checkpoint”). Checkpoint, on the one hand, and Licensor, on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 12th, 2019 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
Fourth Amendment (this “Amendment”) dated as of October 7, 2019 to the Executive Employment Agreement (the “Agreement”) dated October 13, 2015, as amended, by and between Checkpoint Therapeutics, Inc. (the “Company” or “Checkpoint”) and James F. Oliviero III (“Oliviero”). All capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
SECOND AMENDMENT TO SUBLICENSE AGREEMENTSublicense Agreement • May 10th, 2017 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO SUBLICENSE AGREEMENT (this “Amendment”) is made as of March 17, 2017 (the “Effective Date”) between Checkpoint Therapeutics, Inc, a Delaware corporation with its place of business at 2 Gansevoort Street, 9th Floor, New York, New York 10014 (“Checkpoint”), and TG Therapeutics, Inc, a Delaware corporation with its place of business at 2 Gansevoort Street, 9th Floor, New York, New York 10014 (“TGTX” and, together with Checkpoint, the “Parties”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 17th, 2017 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to License Agreement (the “Amendment”) is effective as of February 21, 2017 and amends that certain License Agreement, dated March 17, 2015, (the “Agreement”) by and between NeuPharma, Inc. (“Licensor”) and Checkpoint Therapeutics, Inc. (“Checkpoint”). Licensor and Checkpoint are each referred to individually as a “Party” and together as the “Parties.”
THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2018 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
Third Amendment (this “Amendment”) dated as of January 30, 2018 to the Executive Employment Agreement (the “Agreement”) dated October 13, 2015, as amended, by and between Checkpoint Therapeutics, Inc. (the “Company” or “Checkpoint”) and James F. Oliviero III (“Oliviero”). All capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
EXTENSION OF OPTION AGREEMENTExtension of Option Agreement • March 17th, 2017 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
As discussed, we would like to extend the Option Period in the Option Agreement dated March 17, 2015 (the “Option Agreement”) between TG Therapeutics, Inc. and Fortress Biotech, Inc. (“Fortress”), as previously extended on September 11, 2015, December 15, 2015, January 11, 2016 and July 8, 2016.
LICENSE AGREEMENTLicense Agreement • March 24th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is dated as of March 2, 2015 (the “Effective Date”) by and between Checkpoint Therapeutics, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle, New York, NY 10019 (“CTI”), and Dana-Farber Cancer Institute, Inc. located at 450 Brookline Ave., Boston, MA 02115 (“DFCI”). CTI, on the one hand, and DFCI, on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
EXTENSION OF OPTION AGREEMENTExtension of Option Agreement • March 16th, 2018 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
As discussed, we would like to extend the Option Period in the Option Agreement dated March 17, 2015 (the “Option Agreement”) between TG Therapeutics, Inc. and Fortress Biotech, Inc. (“Fortress”), as previously extended on September 11, 2015, December 15, 2015, January 11, 2016, July 8, 2016 and December 30, 2016.
FIRST AMENDMENT TO SUBLICENSE AGREEMENTSublicense Agreement • March 17th, 2017 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO SUBLICENSE AGREEMENT (this “Amendment”) is made as of December 13, 2016 (the “Effective Date”) between Checkpoint Therapeutics, Inc, a Delaware corporation with its place of business at 2 Gansevoort Street, 9th Floor, New York, New York 10014 (“Checkpoint”), and TG Therapeutics, Inc, a Delaware corporation with its place of business at 2 Gansevoort Street, 9th Floor, New York, New York 10014 (“TGTX”).
Amendment 1 to Exclusive License Agreement between Checkpoint Therapeutics, Inc. and Dana-Farber Cancer Institute, Inc.Exclusive License Agreement • July 11th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations
This first amendment (“Amendment 1”), made effective as of October 5, 2015 (“Amendment 1 Effective Date”), is between the Dana-Farber Cancer Institute, Inc., a Massachusetts non-profit organization having offices at 450 Brookline Avenue, Boston, MA 02215 (“DFCI”), and Checkpoint Therapeutics, Inc., a Delaware corporation with offices at 3 Columbus Circle, New York, NY 10019 (“CTI”), collectively the “Parties” with reference to the following:
COLLABORATION AGREEMENTCollaboration Agreement • March 18th, 2019 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Collaboration Agreement (the “Agreement”) is made effective as of January 22, 2019 (the “Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Checkpoint Therapeutics, Inc., having an address at 2 Gansevoort Street, 9th Floor, New York, NY 10014 (“Checkpoint”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • March 22nd, 2024 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations
This Mutual Termination Agreement (this “Agreement”) is effective as of September 30, 2023 (the “Effective Date”) by and between Checkpoint Therapeutics, Inc., a Delaware corporation with its place of business at 95 Sawyer Road, Suite 110, Waltham, MA 02453 (“CTI”) and TG Therapeutics, Inc., a Delaware corporation with its place of business at 2 Gansevoort Street, 9th Floor, New York, New York 10014 (“TGTX”). CTI and TGTX may each individually be referred to as a “Party” herein and collectively as the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 19th, 2016 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment and Assumption Agreement") is and effective March 17, 2015, by and between by and between Fortress Biotech., Inc., a Delaware corporation ("Fortress") and Checkpoint Therapeutics, Inc., a Delaware corporation ("Checkpoint").
FIFTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 6th, 2020 • Checkpoint Therapeutics, Inc. • Pharmaceutical preparations • New York
Fifth Amendment (this “Amendment”) dated as of September 24, 2020 to the Executive Employment Agreement (the “Agreement”) dated October 13, 2015, as amended, by and between Checkpoint Therapeutics, Inc. (the “Company” or “Checkpoint”) and James F. Oliviero III (“Oliviero”). All capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
