Zentalis Pharmaceuticals, Inc. Indemnification AgreementIndemnification Agreement • May 10th, 2023 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, between Zentalis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
11,032,656 Shares ZENTALIS PHARMACEUTICALS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2023 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Morgan Stanley & Co. LLC Jefferies LLC SVB Securities LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o SVB Securities LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019
Zentalis Pharmaceuticals, Inc. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • February 29th, 2024 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Zentalis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
LEASE AGREEMENTLease Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 14th day of January, 2020, between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and ZENO MANAGEMENT, INC., a Delaware corporation (“Tenant”), doing business as Zentalis Pharmaceuticals.
LEASELease • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 12th day of November, 2015 (the “Execution Date”), by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership (“Landlord”), and ZENO PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
ZENTALIS PHARMACEUTICALS, INC. INDENTURE Dated as of, 20 TrusteeIndenture • February 29th, 2024 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Indenture dated as of , 20 between Zentalis Pharmaceuticals, Inc., a company incorporated under the laws of the state of Delaware (“Company”), and [] (“Trustee”).
3,100,000 Shares ZENTALIS PHARMACEUTICALS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTZentalis Pharmaceuticals, Inc. • July 1st, 2021 • Pharmaceutical preparations • New York
The undersigned understands that Morgan Stanley & Co. LLC, Jefferies LLC and SVB Leerink LLC (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Zentalis Pharmaceuticals, Inc., a Delaware corporation(the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zeno Pharma, LLC (the “Parent”), and Robert E. Winkler, M.D. (“Executive”), and shall be effective as of February 1, 2019 (the “Effective Date”).
ContractEmployment Agreement • February 27th, 2024 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2022 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 26, 2022, between Zentalis Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Pfizer Inc., a corporation organized under the laws of the State of Delaware (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zentalis Pharmaceuticals, Inc. (the “Parent”), and Alexis Pinto (“Executive”), and shall be effective as of August 31, 2020 (the “Effective Date”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZENO PHARMA, LLC Dated as of September 6, 2019Limited Liability Company Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Second Amended and Restated Limited Liability Company Agreement of Zeno Pharma, LLC, a Delaware limited liability company (the “Company”), is dated as of September 6, 2019 (the “Effective Date”), by and among the Company, each Person listed in the books and records of the Company and signatory hereto as of the Effective Date, as Members, and each Additional Member and Substitute Member from time to time admitted to the Company following the Effective Date in accordance with this Agreement, in each case for so long such party remains a Member of the Company. Unless defined elsewhere in this Agreement, capitalized terms used herein are defined in Section 1.1 hereof.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SECOND AMENDED AND RESTATED...License Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS SECOND AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”), dated September 6, 2019 and made effective as of December 21, 2017 (the “Effective Date”), is by and between Recurium IP Holdings, LLC (f/k/a Zeno Royalties & Milestones, LLC), a Delaware Limited Liability Company (“LICENSOR”) and Zeno Management, Inc., a corporation organized and existing under the laws of Delaware (“LICENSEE”). LICENSOR and LICENSEE may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
SUBLEASESublease • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations
This Sublease (this “Sublease”) dated September 16, 2019 (the “Effective Date”), is made by and between Lundbeck La Jolla Research Center, Inc. (formerly known as Abide Therapeutics, Inc.), a Delaware corporation (“Sublandlord”), and Zeno Management, Inc., a Delaware corporation (“Subtenant”).
CONSULTING AGREEMENTConsulting Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zeno Pharma, LLC (the “Parent”), and Cam Gallagher (“Consultant”), and shall be effective as of February 1, 2019 (the “Effective Date”).
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 8, 2023, by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zentalis Pharmaceuticals, Inc. (the...Employment Agreement • February 13th, 2023 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zentalis Pharmaceuticals, LLC (the “Parent”), and Kevin Bunker, Ph.D. (“Executive”), and shall be effective as of February 25, 2020 (the “Effective Date”).
STANDARD FORM OF LOFT LEASE The Real Estate Board of New York, Inc.Loft Lease • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Agreement of Lease, made as of this 12th day of April in the year 2019, between G&S REALTY 1, LLC, having an address at 530 Seventh Avenue, New York NY 10018 party of the first part, hereinafter referred to as OWNER, and Zeno Management, Inc., having an address at 530 Seventh Avenue, New York, NY 10018 party of the second part, hereinafter referred to as TENANT.
ZENTALIS PHARMACEUTICALS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
These instructions are provided to assist you if you choose to make an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the shares of common stock of Zentalis Pharmaceuticals, Inc. transferred to you. Please consult with your personal tax advisor as to whether an election of this nature will be in your best interests in light of your personal tax situation.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zentalis Pharmaceuticals, LLC (the “Parent”), and Anthony Y. Sun, M.D. (“Executive”), and shall be effective as of February 25, 2020 (the “Effective Date”).
FIRST AMENDMENT TO LEASELease • March 6th, 2020 • Zentalis Pharmaceuticals, LLC • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 6 day of December 2018 (the “Amendment Effective Date”), by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership (“Landlord”), and ZENO PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
ContractRelease Agreement • July 27th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
RELEASE AGREEMENT This Release Agreement (the “Agreement”) is entered into by and between Robert Winkler, M.D. (“Executive”) and Zeno Management. Inc. (the “Company”), effective as of the Effective Date (as defined below). RECITALS WHEREAS, Executive is a party to that certain Employment Agreement effective as of February 1, 2019. with the Company (the “Employment Agreement”); WHEREAS, Executive’s employment with the Company terminated effective as of March 18, 2020 (the “Termination Date”); and WHEREAS, Executive acknowledges that, but for his agreement to execute this Agreement, he would not be eligible for the termination benefits provided in the Employment Agreement and set forth below. NOW THEREFORE, in consideration of, and subject to, the termination benefits payable to Executive described in Section 3 below, the adequacy of which is hereby acknowledged by Executive, and which Executive acknowledges that he would not otherwise be entitled to receive, Executive and the Company he
RELEASE AGREEMENTRelease Agreement • May 16th, 2022 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Release Agreement (the “Agreement”) is entered into by and among Anthony Y. Sun, M.D. (“Executive”), Zentalis Pharmaceuticals, Inc. (“Parent”) and Zeno Management, Inc. (the “Zeno Management,” and together with Parent, the “Company”), effective as of the Effective Date (as defined below).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. THIRD AMENDED AND RESTATED...License Agreement • August 9th, 2023 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT’ Rights Agreement • July 10th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of September 6, 2019 by and among Zeno Pharma, LLC, a Delaware limited liability company (the “Company”) and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “Investor.”
PARTIAL LEASE TERMINATION AGREEMENT AND FIRST AMENDMENT TO LEASEPartial Lease Termination Agreement • November 10th, 2021 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
TO LEASE (this "First Amendment") is entered into as of the 16th day of September, 2021 (the "Effective Date"), by and between TPSC IX, LLC, a Delaware limited liability company ("Landlord"), and ZENTALIS PHARMACEUTICALS, INC., a Delaware corporation ("Tenant").
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. becoming: (A) debarred by...Consulting Agreement • February 27th, 2024 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations
Exclusive worldwide license agreement for preclinical ROR1 ADC, on track to submit IND in 1Q 2025 -Zentalis Pharmaceuticals, Inc. • January 8th, 2024 • Pharmaceutical preparations
Bothell, WA, San Diego, CA and New York, NY – January 8, 2024 – Immunome, Inc. (Nasdaq: IMNM) and Zentalis® Pharmaceuticals, Inc. (Nasdaq: ZNTL), today announced that they have entered into an exclusive, worldwide license agreement under which Immunome has licensed from Zentalis ZPC-21, a preclinical ROR1 antibody-drug conjugate (ADC) with best-in-class potential on track for IND submission in 1Q 2025, and Zentalis’ proprietary ADC platform technology.
ContractTransition and Release Agreement • February 27th, 2024 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2023 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zentalis Pharmaceuticals, Inc. (the “Parent”), and Kevin Bunker, Ph.D. (“Executive”), and shall be effective as of February 28, 2023 (the “Effective Date”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. - 2 - NOW, THEREFORE, in...Zentalis Pharmaceuticals, Inc. • February 27th, 2024 • Pharmaceutical preparations
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 2 person that has an...Consulting Agreement • February 27th, 2024 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations
AGREEMENT FOR TERMINATION OF LEASE AND VOLUNTARY SURRENDER OF PREMISESAgreement for Termination of Lease • July 28th, 2020 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement for Termination of Lease and Voluntary Surrender of Premises (this “Agreement”) is made and entered into as of July 14, 2020, by and between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and ZENO MANAGEMENT, INC., a Delaware corporation (“Tenant”), doing business as Zentalis Pharmaceuticals, with reference to the following:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2023 • Zentalis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Zeno Management, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Zentalis Pharmaceuticals, Inc. (the “Parent”), and Carrie Brownstein (“Executive”), and shall be effective as of February 28, 2023 (the “Effective Date”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 2 set forth in Section 3,...Zentalis Pharmaceuticals, Inc. • February 27th, 2024 • Pharmaceutical preparations • New York
