ARMO BioSciences, Inc. Sample Contracts

ARMO BioSciences, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMO BIOSCIENCES, INC. (June 22nd, 2018)
ARMO BioSciences, Inc. – BYLAWS OF ARMO BIOSCIENCES, INC. (June 22nd, 2018)

replace any absent or disqualified member at any meeting of such committee. If at a meeting of any committee one or more of the members thereof should be absent or disqualified, and if either the Board of Directors has not so designated any alternate member or members, or the number of absent or disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at such meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be as fixed from time to time by the Board of Directors, subject to these Bylaws; provided, however, that any committee member who ceases to be a member of the Board of Directors shall ipso facto cease to be a committee member.

ARMO BioSciences, Inc. – AGREEMENT AND PLAN OF MERGER dated as of May 9, 2018, among ELI LILLY AND COMPANY, BLUEGILL ACQUISITION CORPORATION and ARMO BIOSCIENCES, INC. (May 10th, 2018)

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”).

ARMO BioSciences, Inc. – TENDER AND SUPPORT AGREEMENT (May 10th, 2018)

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).

ARMO BioSciences, Inc. – Lilly Announces Agreement To Acquire ARMO BioSciences $1.6 billion transaction will bolster Lilly’s clinical portfolio with ARMO’s lead immuno-oncology asset, pegilodecakin, which is being studied in multiple tumor types (May 10th, 2018)

INDIANAPOLIS, IN and REDWOOD CITY, CA – Eli Lilly and Company (NYSE: LLY) and ARMO BioSciences, Inc. (NASDAQ: ARMO) today announced a definitive agreement for Lilly to acquire ARMO for $50 per share, or approximately $1.6 billion, in an all-cash transaction. ARMO BioSciences is a late-stage immuno-oncology company that is developing a pipeline of novel, proprietary product candidates designed to activate the immune system of cancer patients to recognize and eradicate tumors.

ARMO BioSciences, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (March 30th, 2018)

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.

ARMO BioSciences, Inc. – ARMO BIOSCIENCES, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN (AS ADOPTED EFFECTIVE AS OF THE DATE OF THE INITIAL PUBLIC OFFERING) (January 16th, 2018)
ARMO BioSciences, Inc. – Indemnification Agreement (January 16th, 2018)

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.

ARMO BioSciences, Inc. – Amended and Restated Bylaws of ARMO BioSciences, Inc. (January 16th, 2018)

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

ARMO BioSciences, Inc. – [•] Shares ARMO BioSciences, Inc. UNDERWRITING AGREEMENT (January 16th, 2018)
ARMO BioSciences, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMO BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) (January 16th, 2018)

ARMO BIOSCIENCES, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

ARMO BioSciences, Inc. – ARMO BioSciences, Inc. Amended and Restated Certificate of Incorporation (January 16th, 2018)

ARMO BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

ARMO BioSciences, Inc. – ARMO BIOSCIENCES, INC. 2018 EQUITY INCENTIVE PLAN (AS ADOPTED ON JANUARY 5, 2018) (January 16th, 2018)
ARMO BioSciences, Inc. – FIRST AMENDMENT TO LEASE (December 29th, 2017)

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”):

ARMO BioSciences, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMO BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) (December 29th, 2017)

ARMO BIOSCIENCES, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

ARMO BioSciences, Inc. – EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. (December 29th, 2017)

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”.

ARMO BioSciences, Inc. – ARMO BIOSCIENCES (December 29th, 2017)
ARMO BioSciences, Inc. – AMENDED AND RESTATED BYLAWS OF ARMO BIOSCIENCES, INC. (A DELAWARE CORPORATION) (December 29th, 2017)
ARMO BioSciences, Inc. – ARMO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 11, 2017 (December 29th, 2017)

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.

ARMO BioSciences, Inc. – ARMO BIOSCIENCES, INC. 2012 STOCK PLAN ADOPTED ON DECEMBER 20, 2012 AS AMENDED MAY 16, 2014 AS AMENDED NOVEMBER 4, 2015 (December 29th, 2017)
ARMO BioSciences, Inc. – ARMO BIOSCIENCES (December 29th, 2017)
ARMO BioSciences, Inc. – March 19, 2016 Gail Brown, MD Re: Employment Offer; Employment Agreement Dear Gail: (December 29th, 2017)

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. – CONFIDENTIAL TREATMENT REQUESTED Amendment No. 2 to the Exclusive Patent License Agreement between Merck Sharp & Dohme Corp. and ARMO Biosciences Inc. (December 29th, 2017)

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 BioSciences, Inc. – LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND ARMO BIOSCIENCES, INC. (TENANT) SEAPORT CENTER Redwood City, California (December 29th, 2017)
ARMO BioSciences, Inc. – AMENDMENT NO. 1 TO THE EXCLUSIVE PATENT LICENSE AGREEMENT (December 29th, 2017)

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”.

ARMO BioSciences, Inc. – ARMO BIOSCIENCES (December 29th, 2017)

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 BioSciences, Inc. – CONFIDENTIAL TREATMENT REQUESTED Amendment No. 2 to the Exclusive Patent License Agreement between Merck Sharp & Dohme Corp. and ARMO Biosciences Inc. (November 22nd, 2017)

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 BioSciences, Inc. – AMENDMENT NO. 1 TO THE EXCLUSIVE PATENT LICENSE AGREEMENT (November 22nd, 2017)

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”.

ARMO BioSciences, Inc. – EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. (November 22nd, 2017)

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”.

ARMO BioSciences, Inc. – EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. (May 11th, 2017)

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”.

ARMO BioSciences, Inc. – EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. (April 3rd, 2017)

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”.

ARMO BioSciences, Inc. – EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. (January 18th, 2017)

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”.