a Delaware corporation) 9,433,963 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2020 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
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
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
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.
Gossamer Bio Services, Inc. San Diego, CA 92112Letter Agreement • August 9th, 2021 • Gossamer Bio, Inc. • Pharmaceutical preparations • California
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”).
GOSSAMER BIO, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
Gossamer Bio, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (as amended from time to time, the “Plan”), hereby grants to Participant an Option to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (“Grant Notice”) and the Agreement.
GOSSAMER BIO, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 13th, 2022 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
This Stock Purchase Agreement (the “Agreement”) is made as of July 12, 2022 (the “Effective Date”), by and among Gossamer Bio, Inc., a Delaware corporation (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”).
GOSSAMER BIO, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2023 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (the “Agreement”) is made as of July 19, 2023 (the “Effective Date”), by and among Gossamer Bio, Inc., a Delaware corporation (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”).
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,...Credit, Guaranty and Security Agreement • May 3rd, 2019 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
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:
GOSSAMER BIO, INC. RESTRICTED STOCK GRANT NOTICE AND RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 21st, 2018 • Gossamer Bio, 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 Gossamer Bio, 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.
GOSSAMER BIO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 20, 2018Investors’ Rights Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
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”.
SUBLEASELease Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • California
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”).
EXCLUSIVE LICENSE AGREEMENT by and between FSG Pulmo, Inc., FSG Bio, Inc., and Pulmokine, Inc. Dated as of the 2nd day of October, 2017Exclusive License Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
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.”
GOSSAMER BIO, INC. 2017 EQUITY INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE AND RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 21st, 2018 • Gossamer Bio, 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 Gossamer Bio, 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.
FIRST AMENDMENT TO SUBLEASEGossamer Bio, Inc. • December 21st, 2018 • Pharmaceutical preparations
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”).
LICENSE AGREEMENTLicense Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
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.”
Gossamer Bio, Inc. San Diego, CA 92121Letter Agreement • December 21st, 2018 • Gossamer Bio, Inc. • Pharmaceutical preparations • Delaware
GOSSAMER BIO, INC.Supplemental Indenture • May 21st, 2020 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
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”).
TRANSITION AGREEMENTTransition Agreement • February 26th, 2021 • Gossamer Bio, Inc. • Pharmaceutical preparations • California
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).
Gossamer Bio Services, Inc. San Diego, CA 92112Letter Agreement • March 5th, 2024 • Gossamer Bio, Inc. • Pharmaceutical preparations • California
This letter agreement (this “Agreement”) confirms the terms of your employment with Gossamer Bio Services, Inc. (the “Company”), a wholly-owned subsidiary of Gossamer Bio, Inc. (the “Parent”). This Agreement is effective as of December 11, 2023 (the “Effective Date”).
OMNIBUS FIRST aMENDMENT TO CREDIT, GUARANTY AND SECURITY AGREEMENT and FIRST AMENDMENT TO PLEDGE AGREEMENTPledge Agreement • November 12th, 2019 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
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.
CONSENT AND RELEASEConsent and Release • March 17th, 2023 • Gossamer Bio, Inc. • Pharmaceutical preparations
This CONSENT AND RELEASE (this “Agreement”) is made as of this 14 day of February, 2023 (“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, GB001, and GB002, each a “Borrower” and, collectively, the “Borrower”) and the Subsidiaries of Parent shown as signatories hereto as Guarantors, including GB006, Inc., a Delaware corporation (“GB006”) (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.
Gossamer Bio, Inc. Gossamer Bio Services, Inc.Letter Agreement • August 8th, 2019 • Gossamer Bio, Inc. • Pharmaceutical preparations • California
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”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • August 11th, 2020 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
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.”
THIRD AMENDMENT TO CREDIT, GUARANTY AND SECURITY AGREEMENTCredit, Guaranty and Security Agreement • March 17th, 2023 • Gossamer Bio, Inc. • Pharmaceutical preparations
(this “Agreement”) is made as of this 7th day of December, 2022 (“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, GB001 and GB002, 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.
SECOND aMENDMENT TO CREDIT, GUARANTY AND SECURITY AGREEMENTCredit, Guaranty and Security Agreement • July 2nd, 2020 • Gossamer Bio, Inc. • Pharmaceutical preparations • New York
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.
Gossamer Bio, Inc. Gossamer Bio Services, Inc.Letter Agreement • February 26th, 2021 • Gossamer Bio, Inc. • Pharmaceutical preparations • California
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
Stock Option Cancellation Agreement and Amendment to Option Agreement(s)Stock Option Cancellation Agreement • August 8th, 2023 • Gossamer Bio, Inc. • Pharmaceutical preparations
This Stock Option Cancellation Agreement and Amendment to Option Agreement(s) (the “Amendment”) is made and entered into effective as of May 5, 2023 (the “Amendment Date”) by and between Gossamer Bio, Inc. (“Gossamer”) and _______ (“Optionee”). Pursuant to this Amendment, Gossamer and Optionee hereby agree to amend the stock options identified on Exhibit A (the “Eligible Options”) previously granted to Optionee pursuant to the Stock Option Grant Notice(s) and Stock Option Agreement(s) identified on Exhibit A (together, the “Option Agreement(s)”) and Gossamer’s 2019 Incentive Award Plan (the “2019 Plan”), as follows:
