Ikena Oncology, Inc. Sample Contracts
Number of Shares] Ikena Oncology, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • April 27th, 2022 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
IKENA ONCOLOGY, INC. 6,110,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2023 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”) is made between Ikena Oncology, Inc., a Delaware corporation (the “Company”), and _____________________ (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 Agreements 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 ______ (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 22nd, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Ikena Oncology, Inc., a Delaware corporation, together with its subsidiaries, (the “Company”), and [Director] (“Indemnitee”).
Severance Rights AgreementSeverance Rights Agreement • March 18th, 2025 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances)
This Severance Rights Agreement (the “Agreement”) is made effective as of October 21, 2024 (the “Effective Date”), by and between Inmagene Biopharmaceuticals (the “Company”) and Erin Butler (“Executive”).
FORM OF INSIGHT CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 23rd, 2024 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is entered into by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, as “Rights Agent”).
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...Agreement and Plan of Merger • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 1, 2020 by and among Ikena Oncology, Inc., a Delaware corporation (“Parent”), AMI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Amplify Medicines, Inc., a Delaware corporation (such corporation and any predecessor entity thereto, the “Company”), and Atlas Venture Fund XI, L.P., a Delaware limited partnership, acting solely in its capacity as the representative of the Company Stockholders and Company SAFE Holders and only for the purposes provided herein and for no other purpose (the “Stockholder Representative”). Certain capitalized terms used but not otherwise defined herein are defined in Article 9 hereof.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Consulting Agreement • March 6th, 2025 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New Jersey
This Consulting Agreement (the “Agreement”), made and effective as of this February 4, 2025 (the “Effective Date”) is entered into by Ikena Oncology, Inc. a Delaware corporation (the “Company”) having an office at 645 Summer Street, Suite 101, Boston, MA 02210, and M. Caroline Germa, M.D., at [***] (the “Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2025 • ImageneBio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”) is made between Ikena Oncology, Inc., a Delaware corporation (the “Company”), and Mark Manfredi, Ph.D. (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 Agreements 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 December 8, 2017 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2025 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement is dated as of _________, 20[__] (this “Agreement”) and is between ImageneBio, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
INSIGHT CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 29th, 2025 • ImageneBio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2025, is entered into by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, as “Rights Agent”).
IMAGENEBIO, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • August 5th, 2026 • ImageneBio, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IMAGENEBIO, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
APPENDIX A PARTICIPATION AGREEMENTParticipation Agreement • July 23rd, 2026 • ImageneBio, Inc. • Biological products, (no disgnostic substances)
AGREEMENT AND PLAN OF MERGER among: IKENA ONCOLOGY, INC.; INSIGHT MERGER SUB I; INSIGHT MERGER SUB II; and INMAGENE BIOPHARMACEUTICALS Dated as of December 23, 2024Merger Agreement • December 23rd, 2024 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 23, 2024, by and among IKENA ONCOLOGY, INC., a Delaware corporation (“Insight”), INSIGHT MERGER SUB I, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and direct wholly owned subsidiary of Insight (“Merger Sub I”), INSIGHT MERGER SUB II, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and direct wholly owned subsidiary of Insight (“Merger Sub II” and, collectively with Merger Sub I, “Merger Subs”), and INMAGENE BIOPHARMACEUTICALS, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.
LOCK-UP AGREEMENTLock-Up Agreement • December 23rd, 2024 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances)
February 13, 2025 PERSONAL AND CONFIDENTIALSeparation Agreement • March 6th, 2025 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
SUBSCRIPTION AGREEMENTSubscription Agreement • December 23rd, 2024 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Subscription Agreement (this “Agreement”) is made and entered into as of December 23, 2024 (the “Effective Date”) by and among Ikena Oncology, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in SECTION 9 hereof.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT INMAGENE BIOPHARMACEUTICALS TREATS AS PRIVATE AND CONFIDENTIAL. COLLABORATION, OPTION AND...Collaboration, Option and License Agreement • March 18th, 2025 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This COLLABORATION, OPTION AND LICENSE AGREEMENT (this “Agreement”) is made as of January 5, 2021 (the “Effective Date”), by and between Inmagene Biopharmaceuticals, a company incorporated in the Cayman Islands having an office at Unit 1202B, Tower 2, Century Metropolis, No.1239 Century Avenue, Pudong New District, Shanghai, P.R. China 200122 (“Inmagene”) and 和记黄埔医药（上海）有限公司Hutchison MediPharma Limited, a Chinese company, organized and existing under the laws of the People’s Republic of China, having a place of business at Building 4, 720 Cai Lun Road, ZJ Hi-Tech Park, Shanghai, PRC (“Hutchison”). Inmagene and Hutchison are each referred to individually as a “Party” and together as the “Parties.”
MASTER COLLABORATION AGREEMENT by and between CELGENE CORPORATION and KYN THERAPEUTICS INC. Dated as of January 11, 2019Master Collaboration Agreement • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This MASTER COLLABORATION AGREEMENT (this “Agreement”) is entered into and made effective as of January 11, 2019 (the “Collaboration Effective Date”) by and between Celgene Corporation, a Delaware corporation (“Celgene”), and Kyn Therapeutics Inc., a Delaware corporation (“Company”). Celgene and Company are each referred to herein by name or as a “Party”, or, collectively, as the “Parties”.
INMAGENE BIOPHARMACEUTICALS SUPPORT AGREEMENTSupport Agreement • December 23rd, 2024 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of December 23, 2024, is made by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned holders (each a “Shareholder”) of share capital of the Company.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 7th, 2023 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2023, is entered into by and among Ikena Oncology, Inc., a Delaware corporation (“Ikena”) and Computershare Inc., a Delaware corporation and its affiliate Computershare Trust Company, N.A., a federally chartered trust company, collectively, as initial Rights Agent (as defined herein).
INMAGENE BIOPHARMACEUTICALS, AS BORROWER AND IKENA ONCOLOGY, INC., AS LENDER LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2024 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This LOAN AND SECURITY AGREEMENT is entered into as of December 23, 2024, by and among Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party hereto, and Ikena Oncology, Inc. (the “Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2025 • ImageneBio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement is dated as of (this “Agreement”) and is between ImageneBio, Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
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...License Agreement • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of December 14, 2017 (the “Effective Date”) by and among Arrys Therapeutics, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at c/o OrbiMed Advisors, LLC, 601 Lexington Avenue, 54th Floor, New York, NY 10022 (“Arrys”) and AskAt Inc., a company organized under the laws of Japan and having its principal place of business at [***], Nagoya, Japan, 466-0841 (“AskAt”). Arrys and AskAt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
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...Lease Agreement • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances)
This Lease Agreement (this “Lease”) is made and entered into as of July 31, 2020 (the “Effective Date”), by and between OPG MP PARCEL OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and IKENA ONCOLOGY, INC., a Delaware corporation (“Tenant”).
IMAGENEBIO, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • August 5th, 2026 • ImageneBio, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IMAGENEBIO, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
July 12, 2026 Yanina Grant Re: Offer of Employment Dear Yanina:Employment Agreement • July 23rd, 2026 • ImageneBio, Inc. • Biological products, (no disgnostic substances)
We are pleased to offer you at-will employment in the position of Chief Financial Officer of ImageneBio, Inc. (the “Company”) on the terms and conditions set forth in this letter agreement (the “Agreement”).
TRANSITION SERVICES AGREEMENT dated as of July 25, 2025 by and between Miragene Inc and Inmagene BiopharmaceuticalsTransition Services Agreement • July 29th, 2025 • ImageneBio, Inc. • Biological products, (no disgnostic substances) • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of July 25, 2025 between MIRAGENE INC, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Miragene”) and INMAGENE BIOPHARMACEUTICALS, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“IMA”, together with Miragene, the “Parties” and each a “Party”).
Ikena Oncology, Inc. SUPPORT AGREEMENTSupport Agreement • December 23rd, 2024 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of December 23, 2024, is made by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock of Insight.
IMAGENEBIO, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • August 5th, 2026 • ImageneBio, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IMAGENEBIO, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
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...Investors’ Rights Agreement • March 5th, 2021 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 18th day of December, 2020, by and among Ikena Oncology, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (the “Investors”) and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2026 • ImageneBio, Inc. • Biological products, (no disgnostic substances)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2026, is entered into by and among ImageneBio, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of April 12, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 5th, 2026 • ImageneBio, Inc. • Biological products, (no disgnostic substances) • New York
AGREEMENT AND PLAN OF MERGER among: IKENA ONCOLOGY, INC.; PORTSMOUTH MERGER SUB I, INC; PORTSMOUTH MERGER SUB II, LLC; PIONYR IMMUNOTHERAPEUTICS, INC. And FORTIS ADVISORS LLC, as the Securityholder Agent Dated as of August 4, 2023Merger Agreement • August 7th, 2023 • Ikena Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 4, 2023, by and among IKENA ONCOLOGY, INC., a Delaware corporation (“Parent”), PORTSMOUTH MERGER SUB I, INC, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub 1”), PORTSMOUTH MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, “Merger Subs”), PIONYR IMMUNOTHERAPEUTICS, INC, a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the Securityholder Agent. Certain capitalized terms used in this Agreement are defined in Section 1.