Arcus Biosciences, Inc. Sample Contracts

Arcus Biosciences, Inc. – February 22, 2019 (May 2nd, 2019)

On behalf of Arcus Biosciences, Inc. (“Arcus” or the “Company”), I am pleased to invite you to join the Company in the role of Chief Operating and Financial Officer.  Below are details of the compensation and benefits program that we offer, as well as other terms of your employment with Arcus.  Should you have any questions regarding any part of this offer, or wish to receive additional details, please let us know and we can provide more information for you.

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ • ], 20__ Debt Securities (April 2nd, 2019)

INDENTURE, dated as of [•], 20__, among Arcus Biosciences, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF (April 2nd, 2019)

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between, ARCUS BIOSCIENCES, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________ (April 2nd, 2019)

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARCUS BIOSCIENCES, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________ (April 2nd, 2019)

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARCUS BIOSCIENCES, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

Arcus Biosciences, Inc. – January 3, 2019 Jennifer Jarrett (March 5th, 2019)

This letter (the “Agreement”) confirms the agreement between you and Arcus Biosciences, Inc. (the “Company”) regarding your employment transition.

Arcus Biosciences, Inc. – March 1, 2019 Steven Chan (March 5th, 2019)

This letter (the “Agreement”) confirms the agreement between you and Arcus Biosciences, Inc. (the “Company”) regarding your employment transition.

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT (November 8th, 2018)

This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between _________ (“Executive”) and Arcus Biosciences, Inc., a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below.

Arcus Biosciences, Inc. – AMENDMENT NO. 1 TO OPTION AND LICENSE AGREEMENT (November 8th, 2018)

This Amendment No. 1 to the Option and License Agreement (this “Amendment”) is made and entered into effective as of September 1, 2018 (the “Amendment Effective Date”) by and between Arcus Biosciences, Inc., a company organized under the laws of State of Delaware, U.S.A., having a business address at 3928 Point Eden Way, Hayward, CA 94545, U.S.A. (“Arcus”), and TAIHO Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, having a business address at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan (“TAIHO”).  Arcus and TAIHO are sometimes collectively referred to herein as the “Parties” and separately as a “Party.”  Capitalized terms used herein but not defined herein shall have the meaning set forth in that certain Option and License Agreement made and entered into effective as of September 19, 2017, by and between Arcus and TAIHO (the “Agreement”).

Arcus Biosciences, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCUS BIOSCIENCES, INC. (March 9th, 2018)
Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN (AS ADOPTED EFFECTIVE AS OF THE DATE OF THE INITIAL PUBLIC OFFERING) (March 5th, 2018)
Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. 2018 EQUITY INCENTIVE PLAN (AS ADOPTED EFFECTIVE AS OF THE DATE OF THE INITIAL PUBLIC OFFERING) (March 5th, 2018)
Arcus Biosciences, Inc. – Arcus Biosciences, Inc. [●] Shares Common Stock ($0.0001 par value per share) Underwriting Agreement (March 5th, 2018)
Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. AMENDED AND RESTATED 2015 STOCK PLAN Adopted on May 8, 2015 Amended and Restated November 24, 2015 Amended August 12, 2016 Amended October 11, 2016 Amended November 2, 2017 (March 5th, 2018)
Arcus Biosciences, Inc. – CONFIDENTIAL TREATMENT REQUESTED OPTION AND LICENSE AGREEMENT (February 16th, 2018)

THIS OPTION AND LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of September 19, 2017 (the “Effective Date”), by and between ARCUS BIOSCIENCES, INC., a company organized under the laws of State of Delaware, U.S.A., having a business address at 3928 Point Eden Way, Hayward, CA 94545, U.S.A. (“Arcus”), and TAIHO PHARMACEUTICAL CO., LTD., a corporation organized under the laws of Japan, having a business address at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan (“TAIHO”).

Arcus Biosciences, Inc. – Arcus Biosciences, Inc. Amended and Restated Certificate of Incorporation (February 16th, 2018)

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

Arcus Biosciences, Inc. – Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice Of Stockholders’ Meetings 2 2.5 Manner Of Giving Notice; Affidavit Of Notice 2 2.6 Quorum 2 2.7 Adjourned Meeting; Notice 2 2.8 Organization; Conduct of Business 3 2.9 Voting 3 2.10 Waiver Of Notice 3 2.11 Stockholder Action By Written Consent Without A Meeting 4 2.12 Record Date For Stockholder Notice; Voting; Giving Consents 4 2.13 Proxies 5 ARTICLE III DIRECTORS 5 3.1 Powers 5 3.2 Number Of Director (February 16th, 2018)
Arcus Biosciences, Inc. – Amended and Restated Bylaws of Arcus Biosciences, Inc. (February 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.

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. February 14, 2018 (February 16th, 2018)
Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT (February 16th, 2018)

This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between                  (“Executive”) and Arcus Biosciences, Inc., a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below.

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. February 14, 2018 (February 16th, 2018)
Arcus Biosciences, Inc. – Indemnification Agreement (February 16th, 2018)

This Indemnification Agreement (“Agreement”) is made as of                  , 2018 by and between Arcus 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.

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. MANAGEMENT CASH INCENTIVE PLAN (February 16th, 2018)
Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. AMENDED COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS EFFECTIVE AS OF THE IPO DATE (February 16th, 2018)

1. Initial stock option grants. The Compensation Committee will grant to each non-employee director who first becomes a member of the Board of Directors on or after the IPO date an “initial option” to purchase a number of shares of the Company’s Common Stock to be determined by the Board of Directors in its sole discretion. The grant will be made on or as soon as reasonably practicable after the date of his or her election, with the grant date and exercise price to be determined by the Company. Subject to the director’s continuous service on the Board of Directors, the initial option will vest and become exercisable in substantially equal monthly installments over 36 months of continuous service provided by such member of the Board of Directors. The initial option will become fully vested and exercisable in the event that the Company is subject to a change in control.

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. February 14, 2018 (February 16th, 2018)
Arcus Biosciences, Inc. – LEASE BRITANNIA POINT EDEN HAYWARD POINT EDEN I LIMITED PARTNERSHIP, a Delaware limited partnership as Landlord, and ARCUS BIOSCIENCES, INC., a Delaware corporation, as Tenant. (February 16th, 2018)

This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HAYWARD POINT EDEN I LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and ARCUS BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. AMENDED AND RESTATED 2015 STOCK PLAN Adopted on May 8, 2015 Amended and Restated November 24, 2015 Amended August 12, 2016 Amended October 11, 2016 Amended November 2, 2017 (February 16th, 2018)
Arcus Biosciences, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCUS BIOSCIENCES, INC. (February 16th, 2018)
Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 3, 2017 (February 16th, 2018)

This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of November 3, 2017, by and among Arcus Biosciences, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors” and the Key Holders (as defined below), each of whom is herein referred to as a “Key Holder.”

Arcus Biosciences, Inc. – CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENT between ARCUS BIOSCIENCES, INC. and WUXI BIOLOGICS (CAYMAN) INC. (February 5th, 2018)

This License Agreement (“Agreement”), effective as of August 16, 2017 (“Effective Date”), is by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545, U.S.A., and WuXi Biologics (Cayman) Inc. (“WuXi”), with an address at Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Arcus and WuXi may be referred to in this Agreement individually as a “Party” or together as the “Parties.”

Arcus Biosciences, Inc. – CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENT between ARCUS BIOSCIENCES, INC. and ABMUNO THERAPEUTICS LLC (January 19th, 2018)

This License Agreement (“Agreement”), effective as of December 8, 2016 (“Effective Date”), is by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545 and Abmuno Therapeutics LLC (“Abmuno”), with offices at 914 Channing Way, Berkeley, CA 94710. Arcus and Abmuno may be referred to in this Agreement individually as a “Party” or together as the “Parties.”

Arcus Biosciences, Inc. – CONFIDENTIAL TREATMENT REQUESTED OPTION AND LICENSE AGREEMENT (January 19th, 2018)

THIS OPTION AND LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of September 19, 2017 (the “Effective Date”), by and between ARCUS BIOSCIENCES, INC., a company organized under the laws of State of Delaware, U.S.A., having a business address at 3928 Point Eden Way, Hayward, CA 94545, U.S.A. (“Arcus”), and TAIHO PHARMACEUTICAL CO., LTD., a corporation organized under the laws of Japan, having a business address at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan (“TAIHO”).

Arcus Biosciences, Inc. – CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENT between ARCUS BIOSCIENCES, INC. and ABMUNO THERAPEUTICS LLC (December 15th, 2017)

This License Agreement (“Agreement”), effective as of December 8, 2016 (“Effective Date”), is by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545 and Abmuno Therapeutics LLC (“Abmuno”), with offices at 914 Channing Way, Berkeley, CA 94710. Arcus and Abmuno may be referred to in this Agreement individually as a “Party” or together as the “Parties.”

Arcus Biosciences, Inc. – CONFIDENTIAL TREATMENT REQUESTED OPTION AND LICENSE AGREEMENT (December 15th, 2017)

THIS OPTION AND LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of September 19, 2017 (the “Effective Date”), by and between ARCUS BIOSCIENCES, INC., a company organized under the laws of State of Delaware, U.S.A., having a business address at 3928 Point Eden Way, Hayward, CA 94545, U.S.A. (“Arcus”), and TAIHO PHARMACEUTICAL CO., LTD., a corporation organized under the laws of Japan, having a business address at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan (“TAIHO”).

Arcus Biosciences, Inc. – CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENT between ARCUS BIOSCIENCES, INC. and WUXI BIOLOGICS (CAYMAN) INC. (December 15th, 2017)

This License Agreement (“Agreement”), effective as of August 16, 2017 (“Effective Date”), is by and between Arcus Biosciences, Inc. (“Arcus”), with offices at 3928 Point Eden Way, Hayward, CA 94545, U.S.A., and WuXi Biologics (Cayman) Inc. (“WuXi”), with an address at Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Arcus and WuXi may be referred to in this Agreement individually as a “Party” or together as the “Parties.”