IDEAYA Biosciences, Inc. 7,619,048 Shares of Common Stock Underwriting AgreementIDEAYA Biosciences, Inc. • September 19th, 2022 • Pharmaceutical preparations • New York
IDEAYA Biosciences, 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 7,619,048 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,142,857 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.”
OPEN MARKET SALES AGREEMENTSMIDEAYA Biosciences, Inc. • January 19th, 2024 • Pharmaceutical preparations • New York
IDEAYA BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2019 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of «Date» by and between IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and the Indemnitee covering indemnification.
IDEAYA BIOSCIENCES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2023 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into between IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”) and Andres Ruiz Briseno (“Executive” and, together with the Company, the “Parties”) effective as of July 1, 2023 (the “Effective Date”). This Agreement supersedes in its entirety that certain Employment Agreement between Executive and the Company dated as of November 1, 2021 (“Prior Agreement”).
OFFICE LEASE AGREEMENT BETWEEN AAT TORREY 13-14, LLC AS LANDLORD AND IDEAYA BIOSCIENCES, INC. AS TENANTOffice Lease Agreement • February 20th, 2024 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • California
This Standard Form Modified Gross Office Lease ("Lease") is entered into effective as of November 14, 2023, between AAT TORREY 13-14, LLC, a Delaware limited liability company ("Landlord"), and IDEAYA BIOSCIENCES, INC., a Delaware corporation ("Tenant"), who agree as follows:
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • May 10th, 2022 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of March 9, 2022 (the “Effective Date”), is by and between IDEAYA Biosciences, Inc., having a place of business at 7000 Shoreline Ct, Suite 350, South San Francisco CA 94080 (“Ideaya”), and Pfizer Inc., having a place of business at 235 East 42nd Street, New York, NY 10017 USA (“Pfizer”). Ideaya and Pfizer are each referred to herein individually as “Party” and collectively “Parties”.
IDEAYA BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT January 31, 2018Investors’ Rights Agreement • April 26th, 2019 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of January 31, 2018, by and among Ideaya Biosciences, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
IDEAYA BIOSCIENCES, INC. 2015 EQUITY INCENTIVE PLAN EARLY EXERCISE STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • April 26th, 2019 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • California
As Escrow Agent for both Ideaya Biosciences, Inc. (the “Company”) and the undersigned purchaser of stock of the Company (the “Participant” ), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Stock Option Grant Notice and Stock Option Agreement (the “Agreement”) between the Company and the undersigned, in accordance with the following instructions:
EVALUATION, OPTION AND LICENSE AGREEMENTEvaluation, Option and License Agreement • April 26th, 2019 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • Manchester
CLINICAL STUDY COLLABORATION AND SUPPLY AGREEMENTClinical Study Collaboration and Supply Agreement • February 20th, 2024 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • New York
This CLINICAL STUDY COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of November 29, 2023 (the “Effective Date”), is by and between Gilead Sciences, Inc., having a place of business at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”), and IDEAYA Biosciences, Inc., having a place of business at 7000 Shoreline Ct #350, South San Francisco, CA 94080 (“Company”) (each, a “Party,” and collectively, the “Parties”).
Amendment No. 2 to Agreement (“Amendment No. 2”)Agreement • May 10th, 2021 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
WHEREAS, the parties hereto desire to amend, among other things, certain terms of the Agreement including certain definitions in the Agreement.
Amendment No. 1 to Collaboration and License AgreementCollaboration and License Agreement • March 18th, 2022 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to the Collaboration, Option and License Agreement dated June 15, 2020 between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED (“GSK”), a company registered in England and Wales (registered number 11721880), and IDEAYA Biosciences, Inc., (“IDEAYA”) a Delaware corporation having an office at 7000 Shoreline Court, Suite 350, South San Francisco, CA 94080 (the “Agreement”) is effective as of October 23, 2020 (“Amendment Effective Date”). GSK and IDEAYA are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Amendment No. 1 to Agreement (“Amendment No. 1”)Agreement • August 10th, 2023 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
WHEREAS, the Parties entered into the Agreement, for the Global Phase 2, registration enabling study in Metastatic Uveal Melanoma (MUM) and GNAQ/11-mutated Solid Tumors (non-MUM) pertaining to the clinical evaluation of the Ideaya Compound in combination with the Pfizer Compound;
January 27, 2017Ideaya Biosciences, Inc. • April 4th, 2019 • Pharmaceutical preparations
AMENDMENT #1 TO EVALUATION, OPTION AND LICENSE AGREEMENTOption and License Agreement • April 26th, 2019 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
THIS AMENDMENT #1 TO EVALUATION, OPTION AND LICENSE AGREEMENT (“Amendment #1”) is made as of April 24th, 2019 (the “Amendment Effective Date”) by and between IDEAYA BIOSCIENCES, INC., a Delaware corporation, having a principal place of business at 7000 Shoreline Court, Suite 350, South San Francisco, California 94080 (“Company”), Cancer Research Technology Limited, a company registered in England & Wales under number 1626049 and located at the Angel Building, 407 St John Street, London EC1V 4AD, England (“CRT”), and The University of Manchester, a public research university located at Oxford Road, Manchester M13 9PL, England (“Manchester”) (with CRT and Manchester, collectively, “Institute”).
IDEAYA BIOSCIENCES, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • April 4th, 2019 • Ideaya Biosciences, Inc. • Pharmaceutical preparations • California
Ideaya Biosciences, Inc. (the “Company”), pursuant to its 2015 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.
Ideaya biosciences, Inc. Consulting AgreementConsulting Agreement • May 12th, 2020 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is made and entered into as of April 6, 2020, by and between Ideaya biosciences, Inc., a Delaware corporation having its principal place of business at 7000 Shoreline Court, Suite 350, South San Francisco CA 94080 (the “Company”), and HAmbleton Consulting, llc, a limited liability company with an address at [PRIVATE ADDRESS] (the “Consultant”), to be effective as of May 1, 2020 (the “Effective Date”). The Company and the Consultant may be referred to herein individually as “Party,” or collectively, as “Parties.”
LEASE BY AND BETWEEN DW LSP 5000 SHORELINE, LLC, a Delaware limited liability company as Landlord and IDEAYA BIOSCIENCES, INC. a Delaware corporation as Tenant For Premises located at 5000 Shoreline Court South San Francisco, CaliforniaAcceptance Agreement • August 10th, 2023 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
This Lease is dated as of the lease reference date specified in Section A of the Summary of Basic Lease Terms and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
SECOND AMENDMENT TO LEASELease • November 13th, 2019 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of September 30, 2019, by and between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (“Landlord”), and IDEAYA BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENTLicense Agreement • April 4th, 2019 • Ideaya Biosciences, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”), made as of September 19, 2018 (“Effective Date”), is by and between Novartis International Pharmaceutical Ltd., a for-profit corporation with its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”) and IDEAYA Biosciences, Inc., a Delaware corporation located at 7000 Shoreline Court, Suite 350 South, San Francisco, CA 94080 USA (“Ideaya”). Novartis and Ideaya are each referred to individually as a “Party” and together as the “Parties.”
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • May 12th, 2020 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • California
This Transition and Separation Agreement (this “Agreement”) is entered into as of April 6, 2020 between Julie Hambleton, M.D. (“Executive”) and IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”), effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • November 8th, 2022 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of July 26, 2022 (the “Effective Date”), is by and between Amgen Inc., a Delaware corporation, having its principal place of business at One Amgen Center Drive, Thousand Oaks, CA 91362 (“Amgen”), and IDEAYA Biosciences, Inc., having its principal place of business at 7000 Shoreline Court, Suite 350, South San Francisco, California 94080 (“Ideaya”). Amgen and Ideaya are sometimes each referred to herein individually as “Party” and collectively “Parties”.
Amendment No. 2 to Collaboration, Option and License AgreementOption and License Agreement • May 10th, 2022 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 2 (the “Amendment No. 2”) to the Collaboration, Option and License Agreement entered into as of June 15, 2020 between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED (“GSK”), a company registered in England and Wales (registered number 11721880), and IDEAYA Biosciences, Inc., (“IDEAYA”) a Delaware corporation having an office at 7000 Shoreline Court, Suite 350, South San Francisco, CA 94080, as amended by the Amendment No. 1 effective as of October 23, 2020 (the “Agreement”) is effective as of January 31, 2022 (“Amendment No. 2 Effective Date”). GSK and IDEAYA are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Amendment No. 4 to Agreement (“Amendment No. 4”)Agreement • August 10th, 2023 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
Name of Original Agreement: Clinical Trial Collaboration and Supply Agreement (the “Original Agreement,” and together with any previous amendments which may be described below, the “Agreement”)
AMENDMENT No. 2 TO EVALUATION, OPTION AND LICENSE AGREEMENTOption and License Agreement • March 24th, 2020 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
THIS AMENDMENT No. 2 TO EVALUATION, OPTION AND LICENSE AGREEMENT (“Amendment No.2”) is made as of March 3, 2020 (the “Amendment No.2 Effective Date”) by and between IDEAYA BIOSCIENCES, INC., a Delaware corporation, having a principal place of business at 7000 Shoreline Court, Suite 350, South San Francisco, California 94080 (“Company”), Cancer Research Technology Limited, a company registered in England & Wales under number 1626049 and located at the Angel Building, 407 St John Street, London EC1V 4AD, England (“CRT”), and The University of Manchester, a public research university located at Oxford Road, Manchester M13 9PL, England (“Manchester”) (with CRT and Manchester, collectively, “Institute”).
Amendment No. 1 to Agreement (“Amendment No. 1”)Agreement • November 12th, 2020 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations
WHEREAS, the parties hereto desire to amend, among other things, certain terms of the Agreement including certain definitions in the Agreement.
COLLABORATION, OPTION AND LICENSE AGREEMENT BetweenCollaboration, Option and License Agreement • August 12th, 2020 • IDEAYA Biosciences, Inc. • Pharmaceutical preparations • New York
This Collaboration, Option and License Agreement (the “Agreement”) is made and entered into as of June 15, 2020 (“Execution Date”) and is effective as of the Effective Date (as defined below), between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED (“GSK”), and IDEAYA Biosciences, Inc., a Delaware corporation having an office at 7000 Shoreline Court, Suite 350, South San Francisco, CA 94080 (“IDEAYA”). GSK and IDEAYA are sometimes referred to individually as a “Party” and collectively as the “Parties.”
