Gossamer Bio, Inc. Sample Contracts

May 21st, 2020 · Common Contracts · 910 similar
Gossamer Bio, Inc.a Delaware corporation) 9,433,963 Shares of Common Stock UNDERWRITING AGREEMENT

Gossamer Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and SVB Leerink LLC (“SVB Leerink”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and SVB Leerink are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,415,094 additional shares of Common Stock. The aforesaid 9,433,963 shares of Common Stock (the “Initial Securi

May 21st, 2020 · Common Contracts · 246 similar
Gossamer Bio, Inc.GOSSAMER BIO, INC. INDENTURE

Indenture dated as of May 21, 2020 between Gossamer Bio, Inc., Delaware corporation (“Company”), and Wilmington Trust, National Association, a national banking association, as trustee (“Trustee”).

December 21st, 2018 · Common Contracts · 30 similar
Gossamer Bio, Inc.INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Gossamer Bio, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.

August 9th, 2021 · Common Contracts · 7 similar
Gossamer Bio, Inc.Gossamer Bio Services, Inc. San Diego, CA 92112

This amended and restated letter agreement (this “Agreement”) confirms the terms of your continuing employment with Gossamer Bio Services, Inc. (the “Company”), a wholly-owned subsidiary of Gossamer Bio, Inc. (the “Parent”). This Agreement is effective as of June 21, 2021 (the “Effective Date”).

December 21st, 2018 · Common Contracts · 4 similar
Gossamer Bio, Inc.Gossamer Bio Services, Inc.
May 3rd, 2019 · Common Contracts · 3 similar
Gossamer Bio, Inc.CREDIT, GUARANTY AND SECURITY AGREEMENT dated as of May 2, 2019 by and among GB001, Inc., as Borrower and any additional borrower that hereafter becomes party hereto, GOSSAMER BIO, INC., as Guarantor and the Guarantors from time to time party hereto,...

This CREDIT, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of May 2, 2019 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), GB001, INC., a Delaware corporation (“Gossamer”), and the other entities from time to time party to this Agreement as borrowers (collectively in the singular, “Borrower”), GOSSAMER BIO, INC., Delaware corporation, (“Parent”) and the Subsidiaries of Parent shown as signatories hereto and the other entities from time to time party to this Agreement as guarantors, each as a Guarantor (collectively, with Parent, the “Guarantors”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

December 21st, 2018 · Common Contracts · 2 similar
Gossamer Bio, Inc.GOSSAMER BIO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 20, 2018

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 20, 2018, by and among Gossamer Bio, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.

December 21st, 2018 · Common Contracts · 2 similar
Gossamer Bio, Inc.SUBLEASE

This Sublease, dated December 29, 2017 (“Effective Date”) is made between THE MEDICINES COMPANY, a Delaware corporation (“Sublessor”), and GOSSAMER BIO, Inc., a Delaware corporation (“Sublessee”).

December 21st, 2018 · Common Contracts · 2 similar
Gossamer Bio, Inc.EXCLUSIVE LICENSE AGREEMENT by and between FSG Pulmo, Inc., FSG Bio, Inc., and Pulmokine, Inc. Dated as of the 2nd day of October, 2017

This Exclusive License Agreement is entered into as of the 2nd day of October, 2017, by and between FSG Pulmo, Inc., a corporation organized under the laws of the State of Delaware having its registered office at 17 Selborne Drive, Piedmont, CA 94611 USA (“Licensee”), Pulmokine, Inc., a corporation organized under the laws of the State of Delaware having its registered office at 68 Queen Anne Drive, Slingerlands, New York 12159 (“Pulmokine”), and solely with respect to Section 3.14, FSG Bio, Inc., a corporation organized under the laws of the State of Delaware having its registered office at 17 Selborne Drive, Piedmont, CA 94611 USA (“FSG”). Licensee and Pulmokine are also referred to individually as a “Party” and together as the “Parties.”

December 21st, 2018 · Common Contracts · 2 similar
Gossamer Bio, Inc.FIRST AMENDMENT TO SUBLEASE

THIS FIRST AMENDMENT TO SUBLEASE (“Amendment”) is made and entered into as of the 24 day of August, 2018, by and between THE MEDICINES COMPANY, a Delaware corporation (“Sublessor”), and GOSSAMER BIO, Inc., a Delaware corporation (“Sublessee”).

December 21st, 2018 · Common Contracts · 2 similar
Gossamer Bio, Inc.LICENSE AGREEMENT

This License Agreement (this “Agreement”), dated as of June __, 2018 (the “Effective Date”), is made by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation having business offices at 9987 Carver Road, Suite 420, Cincinnati, OH 45254 (“Aerpio”), and GB004, Inc., a Delaware corporation having business offices at 3013 Science Park Road, Suite 200, San Diego, CA 92121 (“Licensee”). Aerpio and Licensee are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”

December 21st, 2018 · Common Contracts · 2 similar
Gossamer Bio, Inc.Gossamer Bio, Inc. San Diego, CA 92121
May 21st, 2020 · Common Contracts · 2 similar
Gossamer Bio, Inc.GOSSAMER BIO, INC.

This Supplemental Indenture (as defined below) is being executed and delivered pursuant to Sections 2.1 and 2.2 of the Base Indenture to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 5.00% Convertible Senior Notes due 2027 (the “Notes”).

February 26th, 2021
Gossamer Bio, Inc.TRANSITION AGREEMENT

This Transition Agreement (the “Agreement”) is entered into by and among Sheila Gujrathi, M.D. (“Executive”), Gossamer Bio Services, Inc. (the “Gossamer Services”), and Gossamer Bio, Inc. (“Parent,” and together with Gossamer Services, collectively the “Company”), effective as of the Effective Date (as defined below).

November 12th, 2019
Gossamer Bio, Inc.OMNIBUS FIRST aMENDMENT TO CREDIT, GUARANTY AND SECURITY AGREEMENT and FIRST AMENDMENT TO PLEDGE AGREEMENT

This OMNIBUS FIRST AMENDMENT TO CREDIT, GUARANTY AND SECURITY AGREEMENT AND FIRST AMENDMENT TO PLEDGE AGREEMENT (this “Agreement”) is made as of this 18th day of September, 2019 (“Effective Date”), by and among GB001, INC., a Delaware corporation (“Borrower”), GOSSAMER BIO, INC., Delaware corporation (“Parent”), and the Subsidiaries of Parent shown as signatories hereto, each as a Guarantor (collectively, with Parent, the “Guarantors”), MIDCAP FINANCIAL TRUST, as Agent for Lenders (in such capacity and together with its permitted successors and assigns, the “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

August 8th, 2019
Gossamer Bio, Inc.Gossamer Bio, Inc. Gossamer Bio Services, Inc.

The purpose of this letter agreement (this “Agreement”) is to memorialize the terms and conditions of your continued service as Chairman of the Board of Directors (the “Board”) of Gossamer Bio, Inc. (“Parent”). Effective as of June 3, 2019 (the “Effective Date”), your employment with Gossamer Bio Services, Inc. (“Gossamer Services”, a wholly-owned subsidiary of Parent, and together with Parent, collectively the “Company”), will cease and you will transition from the position of Executive Chairman to non-executive Chairman of the Board. This Agreement supersedes and replaces that certain offer letter dated January 4, 2018 between you and the Company (the “Offer Letter”).

August 11th, 2020
Gossamer Bio, Inc.AMENDMENT NO. 1 TO LICENSE AGREEMENT

This Amendment No. 1 to License Agreement (this “Amendment”), dated as of May 11, 2020 (but only effective as of the Amendment Effective Date, as defined below), is made by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation having business offices at 9987 Carver Road, Suite 420, Cincinnati, OH 45242 (“Aerpio”), and GB004, Inc., a Delaware corporation having business offices at 3013 Science Park Road, San Diego, CA 92121 (“Licensee”). Aerpio and Licensee are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”

July 2nd, 2020
Gossamer Bio, Inc.SECOND aMENDMENT TO CREDIT, GUARANTY AND SECURITY AGREEMENT

This SECOND AMENDMENT TO CREDIT, GUARANTY AND SECURITY AGREEMENT (this “Agreement”) is made as of this 2nd day of July, 2020 (“Effective Date”), by and among GB001, INC., a Delaware corporation (“GB001”), GOSSAMER BIO, INC., Delaware corporation (“Parent”), GB002, INC., a Delaware corporation (“GB002”), GB004, INC., a Delaware corporation (“GB004” and GB004 together with Parent and GB002, each a “New Borrower” and collectively, the “New Borrowers” and the New Borrowers together with GB001, collectively, the “Borrower”) and the Subsidiaries of Parent shown as signatories hereto as Guarantors (collectively, the “Guarantors”), MIDCAP FINANCIAL TRUST, as Agent for Lenders (in such capacity and together with its permitted successors and assigns, the “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

February 26th, 2021
Gossamer Bio, Inc.Gossamer Bio, Inc. Gossamer Bio Services, Inc.

The purpose of this letter agreement (this “Agreement”) is to memorialize the terms and conditions of your employment as President and Chief Executive Officer of Gossamer Bio, Inc. (“Parent”) and continued service as Chairman of the Board of Directors (the “Board”) of Parent. Effective as of November 16, 2020 (the “Effective Date”), you will be employed by Gossamer Bio Services, Inc. (“Gossamer Services”, a wholly-owned subsidiary of Parent, and together with Parent, collectively the “Company”), on a full-time basis, as its President and Chief Executive Officer and to serve as an officer with those same positions of Parent, working out of the Company’s headquarters located in San Diego, California. You shall have all the duties, responsibilities and authority commensurate with these positions, subject to the supervision of, and reporting directly to, the Board. This Agreement supersedes and replaces that certain letter agreement dated June 3, 2019, between you and the Company (the “Ori