Erasca, Inc. 15,384,616 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementErasca, Inc. • December 9th, 2022 • Pharmaceutical preparations • New York
Erasca, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“JPM”) and Goldman Sachs & Co. LLC (“GS”) are acting as representatives (the “Representatives”), an aggregate of 15,384,616 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
OPEN MARKET SALE AGREEMENTSMErasca, Inc. • August 11th, 2022 • Pharmaceutical preparations • New York
LEASE by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership and ERASCA, INC., a Delaware corporationLease • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 27th day of July, 2018 (the “Execution Date”), by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership (“Landlord”), and ERASCA, INC., a Delaware corporation (“Tenant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2021 • Erasca, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Erasca, 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.
March 27, 2021 Ebun Garner Re: Employment Offer Letter Dear Ebun: Erasca, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”).Erasca, Inc. • June 25th, 2021 • Pharmaceutical preparations • California
• DUTIES. You shall serve and shall perform such duties as are customarily associated with the position of General Counsel, and such other duties as are assigned to you by your supervisor. You will report to Jonathan Lim, Chairman and CEO. You shall perform your services on a Full-time basis remotely for now, until it is safe to return to the Company’s headquarters. This is an exempt position.
LEASE AGREEMENTLease Agreement • May 12th, 2022 • Erasca, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 29 day of September, 2020, between ARE-SD REGION NO. 23, LLC, a Delaware limited liability company (“Landlord”), and ERASCA, INC., a Delaware corporation (“Tenant”).
LEASE by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership and ERASCA, INC., a Delaware corporationLease • March 24th, 2022 • Erasca, Inc. • Pharmaceutical preparations • California
THIS LEASE (this “Lease”) is entered into as of this 27th day of July, 2018 (the “Execution Date”), by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership (“Landlord”), and ERASCA, INC., a Delaware corporation (“Tenant”).
EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN KATMAI PHARMACEUTICALS, INC. AND ERASCA, INC. DATED AS OF MARCH 12, 2020Exclusive License Agreement • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations • California
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of March 12, 2020 (the “Effective Date”) by and between Katmai Pharmaceuticals, Inc., a Delaware corporation having an address at 1126 Goldenrod Ave., Corona Del Mar, CA 92625 (“Katmai”), and Erasca, Inc., a Delaware corporation having an address at 10835 Road to the Cure #140, San Diego, CA 92121 (“Erasca”). Erasca and Katmai are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Re: Employment Offer LetterErasca, Inc. • June 25th, 2021 • Pharmaceutical preparations
• DUTIES. You shall serve and shall perform such duties as are customarily associated with the position of Chief Medical Officer, and such other duties consistent with such position as are assigned to you by your supervisor. You will report directly to Jonathan Lim, M.D., Chairman and CEO. You shall perform your services on a full-time basis. We understand that you will work remotely in the interim with a commitment to fully relocate to San Diego, CA within 12 months of your commencement of employment with the Company and will make reasonable efforts to travel to the Company’s headquarters as needed for key meetings and activities. This is an exempt position.
LICENSE AGREEMENTLicense Agreement • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) dated as of February 18, 2020 (the “Effective Date”), is entered into between Erasca, Inc., a Delaware corporation (“Erasca”), having a place of business at 10835 Road to the Cure, Suite 140, San Diego, CA 92121, and NiKang Therapeutics, Inc., a Delaware corporation (“NiKang”), having a place of business at BLDG E500, 200 Powder Mill Road, Wilmington, DE 19803.
Re: Amended and Restated Employment Letter AgreementLetter Agreement • July 12th, 2021 • Erasca, Inc. • Pharmaceutical preparations • California
This amended and restated employment letter agreement (this “Agreement”) amends and restates that certain employment letter agreement, dated as of February 27, 2020 (the “Prior Agreement”), by and between you and Erasca, Inc. (the “Company”). This Agreement will serve to memorialize the terms of your continued employment with the Company as provided in this Agreement, effective as of July 16, 2021, but subject to the closing of the Company’s initial public offering (“IPO”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of March 12, 2021 (the “Effective Date”) by and between Erasca, Inc., a Delaware corporation (“Buyer”), and EMERGE LIFE SCIENCES, PTE. LTD., a private company incorporated in Singapore (“Seller”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is made as of November 23, 2020 (the “Effective Date”), by and between ASANA BIOSCIENCES, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Asana”) and ASN PRODUCT DEVELOPMENT, INC., a corporation organized and existing under the laws of the State of Delaware (“Company”). Asana and Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
ContractNovation Agreement • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 23, 2020, is entered into among (i) ERASCA, INC., a Delaware corporation (“Parent”), (ii) ERASCA – ASN PRODUCT DEVELOPMENT—MERGER SUB I, INC., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub I”), (iii) ERASCA – ASN PRODUCT DEVELOPMENT—MERGER SUB II, INC., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, “Merger Subs”), (iv) ASN PRODUCT DEVELOPMENT, INC., a Delaware corporation (“Company”), and (v) ASANA BIOSCIENCES, LLC, a Delaware limited liability company and the sole stockholder of the Company (“ABS”).
ERASCA, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), is made as of April 15, 2020, by and among Erasca, Inc., a Delaware corporation (the “Company”), and the investors set forth on Schedule A hereto (each, an “Investor”).
ERASCA, INC. SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations • California
THIS SCIENTIFIC ADVISORY BOARD AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2020 (the “Effective Date”), by and between ERASCA, INC., a Delaware corporation (the “Company”), having its principal place of business at 10835 Road to the Cure, Suite 140, San Diego, CA 92121, and MICHAEL D. VARNEY, PH.D., an individual with an address at 709 N. Granados Ave., Solana Beach, CA 92075 (the “Advisor”). The Company and the Advisor may be referred to herein individually as “Party” or collectively, as “Parties.”
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and ERASCA, INC for Novel Covalent Inhibitors of GTP and GDP-bound RAS UC Case No. SF2017-096Exclusive License Agreement • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations • California
This exclusive license agreement (“Agreement”) is made effective this 21st day of December, 2018 (“Effective Date”), by and between The Regents of the University of California, a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”) and acting through its Office of Technology Management, University of California San Francisco (“UCSF”), 600 16th Street, Suite S-272, San Francisco, CA 94143 and Erasca, Inc., a Delaware corporation, having a principal place of business at 10835 Road to the Cure, Suite 140, San Diego, CA 92121 (“Licensee”).
GENERAL RELEASE OF CLAIMSGeneral Release of Claims • June 25th, 2021 • Erasca, Inc. • Pharmaceutical preparations • California
THIS GENERAL RELEASE OF CLAIMS (this “Release”) is entered into by and between Erasca, Inc., a Delaware corporation (the “Company”), and Gary Yeung, MBA, CFA (“Employee”), as of the Effective Date (as defined below).
Re: Amended and Restated Employment Letter AgreementLetter Agreement • July 12th, 2021 • Erasca, Inc. • Pharmaceutical preparations • California
This amended and restated employment letter agreement (this “Agreement”) amends and restates that certain employment offer letter, dated as of November 5, 2020 (the “Prior Agreement”), by and between you and Erasca, Inc. (the “Company”). This Agreement will serve to memorialize the terms of your continued employment with the Company as provided in this Agreement, effective as of July 16, 2021, but subject to the closing of the Company’s initial public offering (“IPO”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 23rd, 2023 • Erasca, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is entered into as of December 9, 2022 (the “Effective Date”) by and between Novartis Pharma AG (“Novartis”), a corporation organized and existing under the laws of Switzerland, and Erasca, Inc., a corporation incorporated under the laws of the State of Delaware (“Erasca”). Erasca and Novartis are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
First Amendment to Exclusive License AgreementLicense Agreement • November 9th, 2023 • Erasca, Inc. • Pharmaceutical preparations
This First Amendment to the Exclusive License Agreement (the “First Amendment”) effective as of August 7, 2023 (the “Amendment Effective Date”), is made by and between Erasca, Inc. (“Erasca”) and Novartis Pharma AG (“Novartis”) and amends the Exclusive License Agreement between the parties, dated December 9, 2022 (the “Agreement”).
Re: Amended and Restated Employment Letter AgreementEmployment Letter Agreement • July 12th, 2021 • Erasca, Inc. • Pharmaceutical preparations • California
This amended and restated employment letter agreement (this “Agreement”) amends and restates that certain employment letter agreement, dated as of February 27, 2020 (the “Prior Agreement”), by and between you and Erasca, Inc. (the “Company”). This Agreement will serve to memorialize the terms of your continued employment with the Company as provided in this Agreement, effective as of July 16, 2021, but subject to the closing of the Company’s initial public offering (“IPO”).
LEASE by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership and ERASCA, INC., a Delaware corporationLease • May 12th, 2022 • Erasca, Inc. • Pharmaceutical preparations • California
THIS LEASE (this “Lease”) is entered into as of this 27th day of July, 2018 (the “Execution Date”), by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership (“Landlord”), and ERASCA, INC., a Delaware corporation (“Tenant”).
ERASCA, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 28th, 2024 • Erasca, Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of March 27, 2024 (the “Effective Date”), by and between ERASCA, INC., a Delaware corporation (the “Company”), and each of the purchasers whose names are set forth on Schedule A hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
GENERAL RELEASE OF CLAIMSGeneral Release • May 7th, 2021 • Erasca, Inc. • Pharmaceutical preparations • California
THIS GENERAL RELEASE OF CLAIMS (this “Release”) is entered into by and between Erasca, Inc., a Delaware corporation (the “Company”), and Gary Yeung, MBA, CFA (“Employee”), as of the Effective Date (as defined below).
EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN KATMAI PHARMACEUTICALS, INC. AND ERASCA, INC. DATED AS OF MARCH 12, 2020Exclusive License Agreement • March 24th, 2022 • Erasca, Inc. • Pharmaceutical preparations • California
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of March 12, 2020 (the “Effective Date”) by and between Katmai Pharmaceuticals, Inc., a Delaware corporation having an address at 1126 Goldenrod Ave., Corona Del Mar, CA 92625 (“Katmai”), and Erasca, Inc., a Delaware corporation having an address at 10835 Road to the Cure #140, San Diego, CA 92121 (“Erasca”). Erasca and Katmai are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Re: Amended and Restated Employment Letter AgreementApril • August 10th, 2023 • Erasca, Inc. • Pharmaceutical preparations • California
This amended and restated employment letter agreement (this “Agreement”) amends and restates that certain employment offer letter, dated as of May 2, 2022 (the “Prior Agreement”), by and between you and Erasca, Inc. (the “Company”). This Agreement will serve to memorialize the terms of your continued employment with the Company as provided in this Agreement, effective as of April 10, 2022.
