•] Shares ARMO BioSciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2018 • ARMO BioSciences, Inc. • Pharmaceutical preparations • New York
Indemnification AgreementIndemnification Agreement • January 16th, 2018 • ARMO BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2018 by and between ARMO BioSciences, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 10th, 2018 • ARMO BioSciences, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 9, 2018, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Bluegill Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and each of the individuals or entities set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc.Exclusive Patent License Agreement • December 29th, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this “Agreement”), dated as of December 12, 2012 (the “Effective Date”), is by and between Merck, Sharp & Dohme Corporation, a corporation organized and existing under the laws of New Jersey (hereinafter referred to as “Merck”), and Targenics, Inc., a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”). Merck and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGER dated as of May 9, 2018, among ELI LILLY AND COMPANY, BLUEGILL ACQUISITION CORPORATION and ARMO BIOSCIENCES, INC.Agreement and Plan of Merger • May 10th, 2018 • ARMO BioSciences, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER dated as of May 9, 2018 (this “Agreement”), among Eli Lilly and Company, an Indiana corporation (“Parent”), Bluegill Acquisition Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and ARMO BioSciences, Inc., a Delaware corporation (the “Company”).
EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc.Exclusive Patent License Agreement • April 3rd, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this “Agreement”), dated as of December 12, 2012 (the “Effective Date”), is by and between Merck, Sharp & Dohme Corporation, a corporation organized and existing under the laws of New Jersey (hereinafter referred to as “Merck”), and Targenics, Inc., a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”). Merck and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
March 19, 2016 Gail Brown, MD Re: Employment Offer; Employment Agreement Dear Gail:Invention Assignment Agreement • December 29th, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations • California
On behalf of ARMO BioSciences (the “Company”), I am very excited to offer you the position of Chief Medical Officer (CMO). Speaking for myself, as well as the Company’s Board of Directors (the “Board”), we are looking forward to work with you and to the skills you will bring to the Company. We believe that with your background, you will make significant contributions to the success of the Company.
ARMO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 11, 2017Investors’ Rights Agreement • December 29th, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 11th day of August, 2017, by and among ARMO BIOSCIENCES, INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2018 • ARMO BioSciences, Inc. • Pharmaceutical preparations • California
THIS AGREEMENT is entered into as of [ ], by and between (the “Employee”) and ARMO BioSciences, Inc., a Delaware corporation (the “Company”), effective as of January 31, 2018. This Agreement serves to confirm the terms and conditions of the terms of the Employee’s continued service with the Company. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in Section 15.
AMENDMENT NO. 1 TO THE EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • November 22nd, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations
THIS Amendment No. 1 to the Exclusive Patent License Agreement (“Amendment No. 1”), dated as of December 12, 2012 (the “Effective Date”), is by and between Merck, Sharpe and Dohme Corporation, a corporation organized and existing under the laws of New Jersey (hereinafter referred to as “Merck”), and Targenics, Inc., a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”). Merck and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED Amendment No. 2 to the Exclusive Patent License Agreement between Merck Sharp & Dohme Corp. and ARMO Biosciences Inc.Confidential Treatment Requested • November 22nd, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations
This Amendment No. 2 (“Amendment”) is entered into as of July 11, 2017 between ARMO BIOSCIENCES INC. (formerly Targenics, Inc.), a corporation organized under the laws Delaware (“Licensee”) and MERCK SHARP & DOHME CORP., a corporation organized under the laws of New Jersey (“MERCK”) to amend the terms of the Exclusive Patent License Agreement between the Parties, effective December 10, 2012, as amended on the same date (the “Agreement”)
ARMO BIOSCIENCESEmployment Agreement • December 29th, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations
On behalf of ARMO BioSciences (the “Company”), I am very excited to offer you the position of President and Chief Executive Officer (CEO). Speaking for myself, as well as the Company’s Board of Directors (the “Board”), we are looking forward to work with you and to the skills you will bring to the Company. We believe that with your background, you will make significant contributions to the success of the Company.
ARMO BIOSCIENCESEmployment Agreement • December 29th, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations
ARMO BIOSCIENCESEmployment Agreement • December 29th, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations • California
LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND ARMO BIOSCIENCES, INC. (TENANT) SEAPORT CENTER Redwood City, CaliforniaWorkletter Agreement • December 29th, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations • California
FIRST AMENDMENT TO LEASEWorkletter Agreement • December 29th, 2017 • ARMO BioSciences, Inc. • Pharmaceutical preparations
This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 14, 2016 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and ARMO BIOSCIENCES, INC., a Delaware corporation (“Tenant), with reference to the following facts (“Recitals”):
