ITEOS THERAPEUTICS, INC. [•] Shares of Common Stock Underwriting AgreementiTeos Therapeutics, Inc. • July 20th, 2020 • Biological products, (no disgnostic substances) • New York
iTeos Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $ 0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as 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.”
ITEOS THERAPEUTICS, INC. UP TO $125,000,000 OF SHARES OF COMMON STOCK SALES AGREEMENTSales Agreement • May 10th, 2023 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
iTeos Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2020 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between iTeos Therapeutics, Inc. (the “Company”), and Joanne Jenkins Lager, (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and the Company dated March 7, 2019 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
ITEOS THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • July 20th, 2020 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between iTeos Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1
ITEOS THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • July 20th, 2020 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between iTeos Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
CONSULTANCY LETTER AGREEMENTConsultancy Letter Agreement • August 8th, 2023 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances)
This consultancy letter agreement (the "Agreement") confirms your resignation from the Board of ITEOS on the Effective Date set forth above, and your engagement by ITEOS as a consultant for ITEOS, as of the Effective Date, to perform certain services as may be agreed in writing from time to time as set forth below (collectively, the "Services").
THIRD AMENDED AND RESTATED COLLABORATION AGREEMENTCollaboration Agreement • May 13th, 2021 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Third Amended and Restated Collaboration Agreement (the “Agreement”) is made effective as of February 22, 2021 (the “Third A&R Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and iTeos Belgium S.A., having its registered offices at Rue des Freres Wright, 29, B-6041 Gosselies Belgium (“iTeos”). This Agreement amends and restates the Second Amended and Restated Collaboration Agreement dated July 23, 2018, as amended, between the Parties.
Amendment No. 2 to Collaboration and LICENSE AGREEMENTCollaboration and License Agreement • March 15th, 2023 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2 (“Amendment No. 2”) to the Collaboration and License Agreement dated June 11, 2021 (the “Agreement”) and previously amended on January 24, 2022, between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (No. 4) LIMITED, a company registered in England and Wales (registered number 11721880) and having business offices at 980 Great West Road, Brentford, Middlesex TW8 9GS United Kingdom (“GSK”), and iTeos Belgium S.A., a public limited company having an office at Rue des Frères Wright, 29, B-6041 Gosselies Belgium (“ITEOS”) is effective as of September 30, 2022 (“Amendment Effective Date”). Each of GSK and ITEOS may be referred to herein as a “Party” and together, the “Parties.”
Amendment No. 1 to Collaboration and LICENSE AGREEMENTCollaboration and License Agreement • March 15th, 2023 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 (“Amendment No. 1”) to the Collaboration and License Agreement dated June 11, 2021 (the “Agreement”) between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (No. 4) LIMITED, a company registered in England and Wales (registered number 11721880) and having business offices at 980 Great West Road, Brentford, Middlesex TW8 9GS United Kingdom (“GSK”), and iTeos Belgium S.A., a public limited company having an office at Rue des Frères Wright, 29, B-6041 Gosselies Belgium (“ITEOS”) is effective as of January 24, 2022 (“Amendment Effective Date”). Each of GSK and ITEOS may be referred to herein as a “Party” and together, the “Parties.”
Certain information (indicated by “[***]”) and schedules have been excluded from this agreement because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. COLLABORATION AND LICENSE AGREEMENT BetweenCollaboration and License Agreement • August 11th, 2021 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Collaboration and License Agreement (the “Agreement”) is made and entered into as of June 11, 2021 (“Execution Date”) and is effective as of the Effective Date (as defined below), between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (No. 4) LIMITED, a company registered in England and Wales (registered number 11721880) and having business offices at 980 Great West Road, Brentford, Middlesex TW8 9GS United Kingdom (“GSK”), and iTeos Belgium S.A., a public limited company having an office at Rue des Frères Wright, 29, B-6041 Gosselies Belgium (“ITEOS”). GSK and ITEOS are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition AgreementNonsolicitation and Noncompetition Agreement • July 20th, 2020 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances)
In consideration and as a condition of my employment by between iTeos Therapeutics, Inc. (including its subsidiaries and other affiliates and its and their successors and assigns, the “Company”) and in exchange for, among other things, my eligibility for certain severance benefits provided in my Employment Agreement to become effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (such public offering, the “IPO”), which I acknowledge and agree is fair and reasonable consideration which is independent from the continuation of my employment, I enter into this Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement (the “Agreement”), the effectiveness which is subject to my Employment Agreement referenced above becoming effective, and agree as follows:
LEASE AGREEMENTLease Agreement • March 23rd, 2022 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this _8___ day of __November____, 2021, between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and ITEOS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Informal translation from the original French ADDENDUM TO THE EMPLOYMENT CONTRACTiTeos Therapeutics, Inc. • March 15th, 2023 • Biological products, (no disgnostic substances)
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Stockholders’ Agreement • June 24th, 2020 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), is made as of the 24th day of March, 2020, by and among iTeos Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the stockholders listed on Schedule A hereto, each of which is referred to in this Agreement as a “Stockholder” and any stockholder of the Company that becomes a party to this Agreement in accordance with Section 12.9 hereof.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Biologics Master Services Agreement • July 20th, 2020 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances)
Translated from the original French EMPLOYMENT CONTRACTEmployment Contract • March 23rd, 2022 • iTeos Therapeutics, Inc. • Biological products, (no disgnostic substances)
