INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 30, 2020, by and between PANACEA ACQUISITION CORP., a Delaware corporation (the “Company”), and Sarah Marriott (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2020, is made and entered into by and among Panacea Acquisition Corp., a Delaware corporation (the “Company”), EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Sponsor”), PA Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor and Cowen Investments, a “Holder” and collectively the “Holders”).
PANACEA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [•], 2020Warrant Agreement • June 23rd, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2020, is by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 30, 2020, by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PANACEA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 30, 2020Warrant Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 30, 2020, is by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Panacea Acquisition Corp., a Delaware corporation (the “Company”), EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor and Cowen Investments, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • Nuvation Bio Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2021, is made and entered into by and among Nuvation Bio Inc., a Delaware corporation (formerly known as Panacea Acquisition Corp.) (the “Company”), EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Sponsor Holdco”), Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor Holdco, the “Sponsors”), certain former stockholders of Nuvation Bio Operating Company Inc., a Delaware corporation (formerly known as Nuvation Bio Inc.) (“Nuvation”), identified on the signature pages hereto (such stockholders, the “Nuvation Holders” and, collectively, with the Sponsors and any other parties listed on the signature pages hereto and any Person which hereafter becomes a party to this Agreement pursuant to Section 5.2 or 5.10, each a “Holder” and collectively the “Holders”). Any capitalized term used but not defined herein wi
SUBSCRIPTION AGREEMENTSubscription Agreement • October 21st, 2020 • Panacea Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 20th day of October, 2020, by and among Panacea Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of June 30, 2020, is entered into by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
Panacea Acquisition Corp. Floor 3 San Francisco, CA 94103Panacea Acquisition Corp • June 12th, 2020 • Blank checks • Delaware
Panacea Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 2,875,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common St
Panacea Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and Cowen and Company, LLC, as the representative (“Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of
AGREEMENT OF LEASE Between ZAPCO 1500 INVESTMENT, L.P., Landlord, and NUVATION BIO, INC. Tenant. PREMISES: Portion of the Fourteenth (14th) Floor 1500 Broadway New York, New York Lease Date: June 30th, 2019Agreement of Lease • December 18th, 2020 • Panacea Acquisition Corp • Pharmaceutical preparations • New York
AGREEMENT OF LEASE (this “Lease”), made as of this 30th day of June, 2019, between ZAPCO 1500 INVESTMENT, L.P., a Delaware limited partnership, having an office at do Tamares Real Estate Holdings, Inc., 24th floor, Times Square Plaza, 1500 Broadway, New York, New York 10036 (hereinafter called, the “Landlord”) and NUVATION BIO, INC., a Delaware corporation, having its principal office at [Address] (hereinafter called, the “Tenant”).
COWEN AND COMPANY, LLC 599 Lexington Avenue, 20th Floor New York, NY 10022Panacea Acquisition Corp • June 23rd, 2020 • Blank checks • New York
12,500,000 Units Panacea Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
October 20, 2020 Panacea Acquisition Corp. Floor 3 San Francisco, CA 94103 Re: Lock-Up Agreement for Forward Purchase Agreement Purchasers Ladies and Gentlemen:Letter Agreement • October 21st, 2020 • Panacea Acquisition Corp • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (the “MA”) entered into by and among Panacea Acquisition Corp., a Delaware corporation (the “Company”), Panacea Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”) and Nuvation Bio Inc., a Delaware corporation (“Nuvation”), pursuant to which, among other things, Merger Sub will be merged with and into Nuvation on the date hereof (the “Merger”), with Nuvation surviving the Merger as a wholly owned subsidiary of the Company.
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 19th, 2021 • Panacea Acquisition Corp • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of _______________, is made by and between NUVATION BIO INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 30, 2020, by and among Panacea Acquisition Corp., a Delaware corporation (the “Company”), EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Adviser”), and each of the purchasers listed on signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of June 30, 2020, is entered into by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and PA Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).
April 30, 2022 Dongfang Liu, MD, PhD 12925 Northeast 100th Lane Kirkland, WA 98033 Re: Offer Letter for Chief Medical Officer Dear Dongfang:Nuvation Bio Inc. • April 26th, 2024 • Pharmaceutical preparations
Nuvation Bio Inc. (the “Company”) is pleased to offer you the position of Chief Medical Officer on the terms set forth in this letter agreement (the “Agreement”).
ASSET ACQUISITION AGREEMENTAsset Acquisition Agreement • December 18th, 2020 • Panacea Acquisition Corp • Pharmaceutical preparations • Delaware
THIS ASSET ACQUISITION AGREEMENT (the “Agreement”) is made and entered into as of January 21, 2019, by and between: REPHARMATION INC., a Delaware corporation (“Acquiror”); GIRAFPHARMA LLC, a Delaware limited liability company (“Transferor”); and David Hung (“Founder”). Capitalized terms used but not otherwise defined in this Agreement are defined in Exhibit A. Each of Acquiror and Transferor is referred to individually as a “party” and collectively as the “parties”.
FORM OF COMPANY VOTING AGREEMENT ANHEART THERAPEUTICS LTD. VOTING AGREEMENTVoting Agreement • March 25th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of March 24, 2024, is made by and among ANHEART THERAPEUTICS LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), NUVATION BIO INC., a Delaware corporation (“Parent”), and the undersigned holder (“Shareholder”) of shares of the Company.
March 24, 2024Merger Agreement • April 26th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations
This Agreement records certain agreements between you and Dr. David Hung (“Dr. Hung”), the record and beneficial holder of 100% of the issued and outstanding shares of Parent Class B Common Stock (the “Class B Shares”), regarding certain matters with respect to the post-Closing board of directors of Parent (the “Board”). Capitalized terms not otherwise defined herein shall bear the meaning given to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Nuvation Bio Inc., Artemis Merger Sub I, Ltd., Artemis Merger Sub II, Ltd. and AnHeart Therapeutics Ltd Dated as of March 24, 2024Agreement and Plan of Merger and Reorganization • March 25th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (as may be amended from time to time, this “Agreement”) is made and entered into as of March 24, 2024, by and among: NUVATION BIO INC., a Delaware corporation (“Parent”); ARTEMIS MERGER SUB I, LTD., an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Parent (“Merger Sub I”); ARTEMIS MERGER SUB II, LTD., an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Parent (“Merger Sub II” and, collectively with Merger Sub I, “Merger Subs”); and ANHEART THERAPEUTICS LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER by and among PANACEA ACQUISITION CORP., PANACEA MERGER SUBSIDIARY CORP, and NUVATION BIO INC. dated as of October 20, 2020Agreement and Plan of Merger • October 21st, 2020 • Panacea Acquisition Corp • Blank checks • Delaware
IN WITNESS WHEREOF, Panacea Acquisition Corp. has caused this Amended and Restated Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of this [●] day of [●], 2020.
Incentive Stock Option AgreementIncentive Stock Option Agreement • April 18th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations • Delaware
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of [__] by and between AnBio Therapeutics Ltd., an exempted company with limited liability organized and existing under the laws of Cayman Islands (the “Company”) and [__] (the “Participant”).
Panacea Acquisition Corp. San Francisco, CA 94103Panacea Acquisition Corp • July 6th, 2020 • Blank checks • New York
This letter agreement by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and EcoR1 Capital, LLC, a Delaware limited liability company (“EcoR1”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-239138) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF LOCK-UP AGREEMENTMerger Agreement • March 25th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Nuvation Bio Inc., a Delaware corporation (including any successor thereto, “Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Artemis Merger Sub I, Ltd., an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Artemis Merger Sub II, Ltd., an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, collectively, “Merger Subs”), and AnHeart Therapeutics Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreemen
NUVATION BIO INC. (F/K/A PANACEA ACQUISITION CORP.) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY AMENDED AND RESTATED WARRANT AGREEMENT Dated as of April 9, 2024Warrant Agreement • April 10th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of April 9, 2024, is by and between Nuvation Bio Inc. (f/k/a Panacea Acquisition Corp.), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Panacea Acquisition Corp. San Francisco, CA 94103Panacea Acquisition Corp • June 23rd, 2020 • Blank checks • New York
This letter agreement by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and EcoR1 Capital, LLC, a Delaware limited liability company (“EcoR1”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-239138) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
June 28, 2019 Gary Hattersley, Ph.D. 22 Brandymeade Circle Stowe, MA 01775 Re: Offer Letter for Chief Scientific Officer Dear Gary:Nuvation Bio Inc. • April 26th, 2024 • Pharmaceutical preparations
Nuvation Bio Inc. (the "Company") is pleased to offer you the position of Chief Scientific Officer on the terms set forth in this letter agreement (the "Agreement").
Incentive Stock Option AgreementIncentive Stock Option Agreement • April 26th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations • Delaware
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of [__] by and between AnBio Therapeutics Ltd., an exempted company with limited liability organized and existing under the laws of Cayman Islands (the “Company”) and [__] (the “Participant”).
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • November 12th, 2020 • Panacea Acquisition Corp • Blank checks • Delaware
THIS STOCK RESTRICTION AGREEMENT (this “Agreement”) is made as of June 17, 2019, by and between NUVATION BIO INC., a Delaware corporation (the “Company”), and David T. Hung (“Holder”).
COWEN AND COMPANY, LLC 599 Lexington Avenue, 20th Floor New York, NY 10022Cowen and Company • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not the Advisor is an Indemnified Person) the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor, on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s contribution to such Claim exceed the amount of the Fee actually received by the Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor, on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stock
COLLABORATION AGREEMENTCollaboration Agreement • December 18th, 2020 • Panacea Acquisition Corp • Pharmaceutical preparations • California
This Collaboration Agreement (this “Agreement”), dated January 21, 2019 (the “Effective Date”), is by and between RePharmation Inc., a Delaware corporation (“Customer”), RePharmation Limited, a Bermuda company (“Limited”), and SPARCBIO LLC, a Delaware limited liability company (“Consultant”).
