PRE-FUNDED COMMON STOCK PURCHASE WARRANT ARVINAS, INC.Arvinas, Inc. • November 27th, 2023 • 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 hereof (the “Initial Exercise Date”) until exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arvinas, 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 20[●] by and between Arvinas, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Arvinas, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • December 18th, 2020 • Arvinas, Inc. • Pharmaceutical preparations • New York
Arvinas, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of 5,714,286 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 857,142 additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ARVINAS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 1st, 2019 • Arvinas, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Arvinas, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate gross offering price of up to $100,000,000 (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of September 13, 2018 by and between Arvinas, Inc. (the “Company”), and John Houston (the “Executive”) (together, the “Parties”).
Arvinas, Inc. STOCK OPTION AGREEMENTStock Option Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
ARVINAS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 6th, 2021 • Arvinas, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Arvinas, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. and Cantor Fitzgerald & Co. (each, an “Agent”, and together, the “Agents”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate gross offering price of up to $300,000,000 (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and neither of the Agents shall have any obligation in connection with such compliance.
CONFIDENTIAL EXECUTION COPYConfidential Execution • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED OPTION, LICENSE, AND COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of November 8, 2017 (“A&R Effective Date”), by and between ARVINAS, INC., having its principal place of business at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511 (“Arvinas”), and GENENTECH, INC., a Delaware corporation, having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“Genentech”), and as expressly provided herein as a “Licensee” or as a “Party,” or as expressly named herein under Section 9.6, F. Hoffmann-La Roche Ltd, with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”).
ARVINAS HOLDING COMPANY, LLC SECOND AMENDED AND RESTATED OPERATING AGREEMENT DATED AS OF MARCH 29, 2018 A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE DELAWARE LIMITED LIABILITY COMPANY ACTOperating Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
This Second Amended and Restated Operating Agreement, dated as of March 29, 2018 (as amended from time to time in accordance with the terms hereof, this “Agreement”), is by and among Arvinas Holding Company, LLC, a Delaware limited liability company (the “LLC”), and the persons identified as the Members on Schedule A attached hereto (such persons and their respective successors and permitted assigns being hereinafter referred to individually as a “Member” or collectively as the “Members”), as such Schedule A may hereinafter be amended.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • New York
THIS SPONSORED RESEARCH AGREEMENT (this “Agreement”) dated as of March 7, 2018 (the “Effective Date”), is entered into between The Silverstein Foundation For Parkinson’s With GBA, a Delaware corporation (the “TSF”) and Arvinas, Inc., a Delaware corporation (“Company”), having a place of business located at 5 Science Park, New Haven, CT 06511.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between ARVINAS, INC. and PFIZER INC.Collaboration and License Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”) is effective as of December 22, 2017 (the “Effective Date”), and is entered into by and between Arvinas, Inc., a corporation organized and existing under the laws of Delaware, located at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511 (“Arvinas”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware, located at 235 East 42nd Street, New York, NY 10017 (“Pfizer”).
LEASE BETWEEN SCIENCE PARK DEVELOPMENT CORPORATION AND ARVINAS, INC.Lease • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Connecticut
This Lease (this “Lease”) is made and entered into as of the day of ____ December, 2017, by and between SCIENCE PARK DEVELOPMENT CORPORATION, a Connecticut corporation having a principal place of business at 5 Science Park, New Haven, Connecticut 06511 (herein referred to as “Landlord”) and ARVINAS, INC., a Delaware corporation having a principal place of business at 5 Science Park, New Haven, Connecticut 06511 (herein referred to as “Tenant”).
ARVINAS HOLDING COMPANY, LLC AWARD AGREEMENTAward Agreement • August 30th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
THIS ARVINAS HOLDING COMPANY, LLC AWARD AGREEMENT (this “Agreement”) is made as of , by and between Arvinas Holding Company, LLC, a Delaware limited liability company (the “Company”) and (the “Recipient”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (the “Agreement”) is entered into as of this 26th day of September 2018, by and among Arvinas, Inc. (f/k/a Arvinas Holding Company, LLC), a Delaware corporation (the “Company”), the holders of the Company’s shares of Series A Preferred Stock (the “Series A Shares”), shares of Series B Preferred Stock (the “Series B Shares”) and shares of Series C Preferred Stock (the “Series C Shares” and, together with the Series A Shares and the Series B Shares, the “Preferred Shares”) listed on Exhibit A attached hereto (collectively, the “Investors”).
ARVINAS, INC. AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 7th, 2023 • Arvinas, Inc. • Pharmaceutical preparations • New York
Arvinas, Inc., a Delaware corporation (the “Company”), and Piper Sandler & Co. and Cantor Fitzgerald & Co. (each, an “Agent”, and together, the “Agents”), as sales agents, are parties to that certain Equity Distribution Agreement dated August 6, 2021 (the “Original Agreement”). The Company and the Agents desire to amend and restate the Original Agreement in its entirety as set forth in this Amended and Restated Equity Distribution Agreement (this “Agreement”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. YALE UNIVERSITY CORPORATE SPONSORED RESEARCH AGREEMENTCorporate Sponsored Research Agreement • August 30th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Connecticut
This is a CORPORATE SPONSORED RESEARCH AGREEMENT effective July 1, 2016, by and between YALE UNIVERSITY, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut (the “University”) and Arvinas, Inc., a Delaware corporation, having its principal offices at 5 Science Park, 395 Winchester Avenue, New Haven, CT 06511 (the “Sponsor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 27th, 2023 • Arvinas, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 24, 2023 by and among Arvinas, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
Amendment No. 1 to Agreement (“Amendment No. 1”)Original Agreement • March 16th, 2020 • Arvinas, Inc. • Pharmaceutical preparations
WHEREAS, the Parties have been collaborating since December 22, 2017 in accordance with the Agreement and the Parties acknowledge and agree that, prior to the Amendment No. 1 Effective Date, Research Plans were commenced for the Targets [**], of which the Research Plan for [**] is ongoing, the Research Plan for [**] has been terminated and the Research Plan for [**] shall be terminated pursuant to this Amendment No. 1; and
Amendment No. 5Arvinas, Inc. • August 5th, 2019 • Pharmaceutical preparations
This Amendment No. 5 (this “Amendment”), effective as of June 3, 2019 (the “Amendment Effective Date”), to that certain Agreement, dated July 5, 2013, as amended on May 8, 2014, October 23, 2014, April 1, 2015 and December 19, 2018, (the “License Agreement”) by and between Arvinas Operations, Inc. (formerly, Arvinas, Inc.), a Delaware corporation having its office at 5 Science Park, 3rd Floor, New Haven, CT 06511 (“Arvinas”) and Yale University, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and the State of Connecticut and located at 433 Temple St., New Haven, CT 06511 (“Yale”).
INVESTOR AGREEMENT By and Between PFIZER INC. AND ARVINAS, INC. Dated as of July 21, 2021Investor Agreement • July 22nd, 2021 • Arvinas, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”) is made as of July 21, 2021, by and between Pfizer Inc. (the “Investor”), a Delaware corporation with its principal place of business at 235 East 42nd Street, New York, NY 10017, and Arvinas, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511.
STOCK PURCHASE AGREEMENT By and Between PFIZER INC. AND ARVINAS, INC. Dated as of July 21, 2021Stock Purchase Agreement • July 22nd, 2021 • Arvinas, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 21, 2021 (the “Signing Date”), by and between Pfizer Inc. (the “Investor”), a Delaware corporation with its principal place of business at 235 East 42nd Street, New York, NY 10017, and Arvinas, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511.
FIRST AMENDMENT TO LEASELease • March 16th, 2020 • Arvinas, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (the “Agreement”) is entered into as of this 27th day of February, 2020 (the “Effective Date”) by and between SCIENCE PARK DEVELOPMENT CORPORATION, a Connecticut non stock corporation having its office at 5 Science Park, New Haven, Connecticut 06511 (the “Landlord”), and ARVINAS OPERATIONS, INC., f/k/a Arvinas, Inc., a Delaware corporation having a principal place of business at 5 Science Park, 3rd Floor, New Haven, Connecticut 06511 (the “Tenant”) in modification of that certain Lease between the Landlord and the Tenant dated as of November 15, 2019 (the “Lease”).
SECOND AMENDED AND RESTATED PUT AGREEMENTPut Agreement • August 2nd, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Connecticut
THIS SECOND AMENDED AND RESTATED PUT AGREEMENT (this “Agreement”) is made and dated as of March 29, 2018 (the “Effective Date”) among ARVINAS HOLDING COMPANY, LLC, a Delaware limited liability company (the “Company”) and CONNECTICUT INNOVATIONS, INCORPORATED (“CII”), the other undersigned holders of Series A Preferred Shares (as defined below), the other undersigned holders of Series B Preferred Shares (as defined below) and the other undersigned holders of Series C Preferred Shares (as defined below), who or which are, or may become, a party to this Agreement by signing a counterpart or joinder hereto (collectively with CII, the “Investors” and each an “Investor”).
INVESTOR AGREEMENT By and Between BAYER AG AND ARVINAS, INC. Dated as of July 16, 2019Investor Agreement • August 5th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”) is made as of July 16, 2019, by and between Bayer AG (the “Investor”) and Arvinas, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511.
COMMITMENT AGREEMENTCommitment Agreement • August 5th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • Delaware
OPTION AGREEMENTOption Agreement • August 5th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • Delaware
This Option Agreement (this “Agreement”) is made and entered into as of July 16, 2019 (the “Effective Date”), by and among Arvinas Operations, Inc., a Delaware corporation (“Arvinas”), Bayer CropScience LP, a Delaware limited partnership (“Bayer”), and Protag LLC, a Delaware limited liability company (“Company”) (Arvinas and Bayer, collectively with the Company, the “Parties” and each individually, a “Party”).
AMENDMENT NO. 4License Agreement • March 26th, 2019 • Arvinas, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO.4, effective as of January 9, 2019 (this “AMENDMENT”), to a certain Exclusive License Agreement dated July 5, 2013, and as amended on May 8, 2014, Oct. 23rd, 2014, and April 1, 2015 (the “LICENSE AGREEMENT”) by and between ARVINAS OPERATIONS, INC. (formerly known as Arvinas, Inc.) , a Delaware corporation having an office at 5 Science Park, 3rd Floor, New Haven, CT 06511 (“Arvinas”) and Yale University, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and the State of Connecticut and located at 433 Temple St, New Haven, CT 06511 (“Yale”).
AMENDED AND RESTATED ARVINAS IP CONTRIBUTION AGREEMENTArvinas Ip Contribution Agreement • February 23rd, 2023 • Arvinas, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED ARVINAS IP CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of December 20, 2022 (the “Effective Date”) by and between Oerth Bio LLC, f/k/a Protag LLC, a limited liability company organized under the laws of Delaware (“Oerth”), and Arvinas Operations, Inc., a corporation organized under the laws of Delaware (“Arvinas”). Oerth and Arvinas are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Arvinas, Inc. RESTRICTED STOCK AGREEMENT Incentive Share PlanRestricted Stock Agreement • September 14th, 2018 • Arvinas Holding Company, LLC • Pharmaceutical preparations • Delaware
This Agreement includes this Notice of Grant and Exhibit A – General Terms and Conditions attached hereto, which is expressly incorporated by reference to its entirety herein. This Restricted Stock Award is subject to the terms of the Plan.
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 26th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
LEASE 101 College STREET, LLC (LANDLORD) AND arvinas OPERATIONS, INC. (TENANT) DATED: AS OF May 4, 2021Lease • August 5th, 2021 • Arvinas, Inc. • Pharmaceutical preparations • Connecticut
AGREEMENT OF LEASE dated as of the _____ day of May, 2021 (the “Effective Date”), between 101 COLLEGE STREET, LLC, a Delaware limited liability company, with an office at c/o Winstanley Enterprises, LLC, 150 Baker Street Extension, Suite 303, Concord Massachusetts 01742 (“Landlord”), and ARVINAS OPERATIONS, INC., a Delaware corporation with offices at 5 Science Park, 395 Winchester Avenue, New Haven, Connecticut 06511 (“Tenant”).
Amendment No. 3 to Agreement (“Amendment No. 3”)Agreement • February 23rd, 2023 • Arvinas, Inc. • Pharmaceutical preparations
Name of Original Agreement: Research Collaboration and License Agreement (the “Original Agreement,” and together with previous amendments, if any, as described below, the “Agreement”)
SECOND AMENDMENT TO LEASETo Lease • March 1st, 2021 • Arvinas, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (the “Agreement”) is entered into as of this 4th day of January, 2021 by and between SCIENCE PARK DEVELOPMENT CORPORATION, a Connecticut non stock corporation having its office at 5 Science Park, New Haven, Connecticut 06511 (the “Landlord”), and ARVINAS OPERATIONS, INC., f/k/a Arvinas, Inc., a Delaware corporation having a principal place of business at 5 Science Park, 1st Floor, New Haven, Connecticut 06511 (the “Tenant”) in modification of that certain Lease between the Landlord and the Tenant dated as of November 15, 2019 (the “Original Lease”) as amended by the First Amendment to Lease between Landlord and Tenant and dated as of February 27, 2020 (the “First Amendment”). The Original Lease as modified by the First Amendment shall be referred to herein as the “Lease”.
26247570.2 2 Section 2.4.G. of the Lease, approximately 3,600 rentable square feet (reduced from approximately 3,705 rentable square feet) on the first floor of Building 5, as shown on the floor plan attached hereto as Schedule A-4 (the “Part B...Arvinas, Inc. • August 8th, 2023 • Pharmaceutical preparations
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AGREEMENT...Collaboration Agreement • July 22nd, 2021 • Arvinas, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AGREEMENT (this “Agreement”) is entered into as of July 21, 2021 (the “Effective Date”) by and among Arvinas, Inc, Arvinas Operations, Inc., and Arvinas Estrogen Receptor, Inc., each, having its principal office at 5 Science Park, 395 Winchester Ave, New Haven, CT 06511 (collectively, “Arvinas”) and Pfizer Inc., having its principal office at 235 East 42nd Street, New York, New York 10017 (“Pfizer”). Arvinas and Pfizer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
