Day One Biopharmaceuticals, Inc. 10,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementDay One Biopharmaceuticals, Inc. • June 16th, 2022 • Pharmaceutical preparations • New York
Day One Biopharmaceuticals, 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”), Cowen and Company, LLC (“Cowen”) and Piper Sandler & Co. (“Piper”) are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,500,000 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”.
INDEMNITY AGREEMENTIndemnity Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of [ ], 2021 is made by and between Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ], a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. OYSTER POINT MARINA PLAZA OFFICE LEASE of SUITE 217 to DAY...Office Lease • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • California
THIS OFFICE LEASE (the “Lease”) is entered into as of February 8, 2020, by and between KASHIWA FUDOSAN AMERICA, INC., a California corporation (“Landlord”) and DAY ONE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
DAY ONE BIOPHARMACEUTICALS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 1st, 2022 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Day One Biopharmaceuticals, Inc., Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. and JonesTrading Institutional Services LLC (together, the “Agents” and each individually, an “Agent”), as sales agents, the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance.
DAY ONE BIOPHARMACEUTICALS HOLDING COMPANY, LLC AMENDED AND RESTATED OPERATING AGREEMENT DATED AS OF FEBRUARY 1, 2021Operating Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This Amended and Restated Operating Agreement, dated as of February 1, 2021 (this “Agreement”), is by and among Day One Biopharmaceuticals Holding Company, LLC, a Delaware limited liability company (the “LLC”) and the persons identified as the Members on Schedule A attached hereto (such persons and their respective successors and permitted assigns being hereinafter referred to individually as a “Member” or collectively as the “Members”), as such Schedule A may hereinafter be amended.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. LICENSE AGREEMENT dated February 10, 2021 by and between...License Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations
WHEREAS, MRKDG is engaged, among other activities, in the development of pharmaceutical products and is the holder of several rights in the Compounds (as defined below);
ASSET TRANSFER AND LICENSE AGREEMENTAsset Transfer and License Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This Asset Transfer and License Agreement (“Agreement”) is made effective as of December 16, 2019 (the “Effective Date”) by and between DOT THERAPEUTICS-1, INC. (“Day One”), a Delaware corporation and an Affiliate of Day One Holdings, LLC, having a place of business at 2765 Sand Hill Road, Menlo Park, CA 94025, and MILLENNIUM PHARMACEUTICALS, INC. (“Takeda”), a Delaware corporation and an Affiliate of Takeda Pharmaceutical Company Limited, having a place of business at 40 Landsdowne Street, Cambridge, MA 02139.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 7th, 2022 • Day One Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [______________] (the “Executive”) and Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), effective as of [____________] (the “Effective Date”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 19th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 1, 2021, by and among Day One Biopharmaceuticals Holding Company, LLC, a Delaware limited liability company (the “Company”), and each of the Persons listed on Schedule A hereto.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This Share Exchange Agreement (this “Agreement”) is made and entered into as of May 4, 2021 (the “Agreement Date”), by and among (a) Day One Biopharmaceuticals Holding Company, LLC, a Delaware limited liability company (the “Company”), (b) DOT-1 Therapeutics, Inc., a Delaware corporation (“Subsidiary”) and (c) Millennium Pharmaceuticals, Inc. (the “Stockholder”).
= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. AMENDMENT NO. 1 TO LICENSE AGREEMENT...Day One Biopharmaceuticals, Inc. • March 7th, 2024 • Pharmaceutical preparations • Delaware
This Amendment No. 1 to License Agreement for RAF (this “Amendment”), effective as of March 4, 2024 (the “Amendment Effective Date”), is made by and between Viracta Therapeutics, Inc., a Delaware corporation, successor in interest to Sunesis Pharmaceuticals, Inc., a Delaware corporation (“Viracta”), and Day One Biopharmaceuticals, Inc., successor in interest to DOT Therapeutics-1, Inc., a Delaware corporation (“Day One”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the License Agreement (as defined below).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. LICENSE AGREEMENT FOR RAFLicense Agreement for Raf • May 4th, 2021 • Day One Biopharmaceuticals Holding Co LLC • Pharmaceutical preparations • Delaware
This LICENSE AGREEMENT FOR RAF (the “Agreement”), effective as of December 16, 2019 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 395 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080 (“Sunesis”), and DOT Therapeutics-1, Inc., a Delaware corporation, having a principal place of business at 2765 Sand Hill Road, Menlo Park, CA 94025 (“DOT-1”). Sunesis and DOT-1 are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
