Aptose Biosciences Inc. 10,500,000 Common Shares (no par value per share) Underwriting AgreementUnderwriting Agreement • July 16th, 2020 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,500,000 common shares, no par value per share (the “Shares”). The 10,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,575,000 Shares as provided in Section 2. The additional 1,575,000 Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” Piper Sandler & Co. (“Piper Sandler”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent ther
APTOSE BIOSCIENCES INC. Common Shares (no par value per share) Controlled Equity OfferingSM Sales AgreementAptose Biosciences Inc. • March 28th, 2018 • Biological products, (no disgnostic substances) • New York
Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
APTOSE BIOSCIENCES INC. US $20,000,000 SALES AGREEMENTSales Agreement • April 6th, 2015 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
Aptose Biosciences Inc., a corporation organized under the laws of Canada (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2019 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2019, by and between APTOSE BIOSCIENCES INC., a corporation organized under the laws of Canada (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Share Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
APTOSE BIOSCIENCES INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 12th, 2022 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
As further set forth in this agreement (this “Agreement”), Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes to issue and sell from time to time through JonesTrading Institutional Services LLC (the “Agent”), as sales agent, the Company’s common shares, no par value per share (the “Common Shares”) (such Common Shares 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 issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
APTOSE BIOSCIENCES INC. [●] Common Shares [●] Pre-Funded Warrants [●] Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2023 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of (i) [●] shares (the “Firm Shares”) of the Company’s common shares, no par value per share (the “Common Shares”), (ii) pre-funded warrants to purchase up to [●] Common Shares at an exercise price of $0.01 per share, in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”), and (iii) warrants (the “Common Warrants”) to purchase up to [●] Common Shares, in the form attached hereto as Exhibit B (the “Firm Common Warrants,” and, together with the Pre-Funded Warrants and the Firm Shares, the “Firm Securities”). The respective amounts of the Firm Securities to be purchased by each of the several Under
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2023 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2023, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Aptose Biosciences Inc., a corporation organized under the laws of Canada (the “Company”).
COMMON SHARE PURCHASE AGREEMENTCommon Share Purchase Agreement • May 7th, 2019 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • Illinois
COMMON SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2019 by and between APTOSE BIOSCIENCES INC., a corporation organized under the laws of Canada (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
BETWEENLorus Therapeutics Inc • December 16th, 2002 • Biological products, (no disgnostic substances) • Ontario
APTOSE BIOSCIENCES INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 5th, 2020 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
As further set forth in this agreement (this “Agreement”), Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. and Canaccord Genuity LLC (each an “Agent”, and together, the “Agents”), as sales agents, the Company’s common shares, no par value per share (the “Common Shares”) (such Common Shares 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 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.
APTOSE BIOSCIENCES INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 11th, 2022 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the ''Agreement'"), made between Aptose Biosciences Inc. (the "Company") and Philippe Ledru ("Executive", and together with the Company, the "Parties"), is effective as of April 6, 2022 (the "Effective Date").
ASSET PURCHASE AGREEMENT BETWEEN 4325231 CANADA INC. AND GENESENSE TECHNOLOGIES INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLPAsset Purchase Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
EXPLANATORY NOTE: [*] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.Option and License Agreement • April 22nd, 2019 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This Option and License Agreement is made as of March 21, 2016 (the “Execution Date”) by and between Aptose Biosciences Inc., a Canadian corporation having a place of business at 5955 Airport Road, Suite 228, Mississauga, Ontario, L4V 1R9, Canada (“Aptose”) and CrystalGenomics, Inc., a South Korean corporation having a place of business at 5th F. Bldg. A, Korea Bio Park, 700 Daewangpangyo-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 463-400 Korea (“CG”). Aptose and CG are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AGENCY AGREEMENTAgency Agreement • November 29th, 2011 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 1st, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS Lorus proposes to effect an offering of Rights to the holders of record of its Shares pursuant to a short form prospectus, such Rights being exercisable for one Unit;
AMENDMENT NO. 1 TO ARRANGEMENT AGREEMENTArrangement Agreement • November 19th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
This AMENDMENT NO. 1 TO ARRANGEMENT AGREEMENT is made as of May 14, 2007 (“Amending Agreement”) by and between Lorus Therapeutics Inc. (“Old Lorus”), NuChem Pharmaceuticals Inc. (“NuChem”), GeneSense Technologies Inc. (“GeneSense”), 6650309 Canada Inc. (“New Lorus”), Pinnacle International Lands, Inc. (“Pinnacle”), and 6707157 Canada Inc. (“Investor”).
EXPLANATORY NOTE: [*] INDICATES THE PORTIONS OF THIS EXHIBIT THAT HAVE BEEN OMITTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.License Agreement • April 22nd, 2019 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (this “Agreement”) is made as of March 6, 2018 (the “Effective Date”), by and between Aptose Biosciences Inc., a Canadian corporation (“Aptose”), having a place of business at 12770 High Bluff Drive, Suite 120, San Diego, California 92130, U.S., and Ohm Oncology Inc., a Delaware corporation (“Ohm”), having its principal place of business at 4010 Moorpark Ave, Suite 226, San Jose, California 95117, U.S. Laxai Avanti Life Science Pvt. Ltd. (“LALS”), an Affiliate of Ohm, having its principal place of business at 2405 Robert Browning Street, Austin, TX, 78723, U.S., is a party to this Agreement solely for purposes of Sections 10.6 and 12.8. Ohm and Aptose are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 1st, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (hereinafter referred to as the “Warrant Agent”)
SHARE PURCHASE AGREEMENT BETWEEN 4325231 CANADA INC. AND LORUS THERAPEUTICS INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLPShare Purchase Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
AMENDING AGREEMENTAmending Agreement • December 1st, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances)
WHEREAS Lorus and the Standby Purchaser (the “Parties”) have entered into a standby purchase agreement dated September 16, 2010 (the “Agreement”);
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
The undersigned (hereinafter referred to as the “Subscriber”) hereby subscribes for and agrees to purchase the number of common shares of the Corporation (the “Shares”). The aggregate subscription price (the “Aggregate Subscription Price”) of the Shares is set forth below, representing a subscription price of $1.05 per Share. The Shares are available upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for Shares of Lorus Therapeutics Inc.” attached hereto as Schedule “A” (and together with this subscription, and Schedule “A”, the “Subscription Agreement”). All monetary amounts are expressed in Canadian dollars, unless otherwise indicated.
SUPPLY AND SERVICES AGREEMENTSupply and Services Agreement • September 27th, 2012 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS pursuant to the terms of an asset purchase agreement made as of the date hereof and certain related transactions, EMBI acquired sole and absolute ownership in certain intellectual property relating to the extraction of a product from bovine bile and known by the trade name “Virulizin”;
SETTLEMENT AGREEMENTSettlement Agreement • September 27th, 2012 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS on October 6, 2004, Lorus Therapeutics Inc. (formerly 4325231 Canada Inc.) (“Old Lorus”), GeneSense Technologies Inc. (“GeneSense”) and TEMIC entered into a subscription agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Subscription Agreement”) providing for the issuance of three (3) five million dollar ($5,000,000) principal amount convertible debentures (each a “Debenture” and collectively, the “Debentures”) on each of October 6, 2004, January 14, 2005 and April 15, 2005, each maturing on October 6, 2009;
ANIMAL RIGHTS LICENSE AGREEMENTAnimal Rights License Agreement • September 27th, 2012 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS Lorus and The Erin Mills Investment Corporation (“TEMIC”) have entered into a settlement agreement (the “Settlement Agreement”) and an asset sale agreement (the “Asset Sale Agreement”), each dated as of the date hereof which, among other things, provide that TEMIC or its nominee are to be assigned certain intellectual property relating to the extraction of a product from bovine bile marketed in association with the trademark “Virulizin” as evidenced by the patents, trademarks and other intellectual property rights (including without limitation, the Patent Rights, as defined below) described in Schedule “A” hereto”;
LORUS THERAPEUTICS INC. EXECUTIVE EMPLOYMENT AGREEMENT for AVANISH VELLANKIExecutive Employment Agreement • May 16th, 2014 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”), made between Lorus Therapeutics Inc. (the “Company”) and Avanish Vellanki (“Executive”) (together, the “Parties”), is effective as of November 29th, 2013 (the “Effective Date”). From and following the Effective Date, this Agreement shall replace and supersede that certain Consulting Services Agreement between Executive and the Company entered into as of November 4, 2013 (the “Consulting Agreement”); provided that, Executive will retain the right to receive all consulting fees earned as of the Effective Date, pursuant to the terms of the Consulting Agreement.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • January 11th, 2013 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Non-Exclusive License Agreement (“Agreement”) is effective as of 18 April 2012 (“Effective Date”) by and between Genentech, Inc., having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (hereinafter “Genentech”) and Lorus Therapeutics Inc., having its principal place of business at 2 Meridian Road, Toronto, Ontario, Canada M9W 4Z7 (hereinafter “Lorus”).
ZOR PHARMACEUTICALS, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 27th, 2012 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT is made by and between the Persons named on Schedule A (such Persons are referred to collectively as the “Members” and individually as a “Member”) on April 8, 2008.
LICENSE AGREEMENTLicense Agreement • June 22nd, 2018 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made as of June 13, 2018 (the “Effective Date”) by and between APTOSE BIOSCIENCES INC., a Canadian corporation (“Aptose”), having a place of business at 251 Consumers Road, Suite 1105, Toronto, Ontario, M2J 4R3, Canada, and CRYSTALGENOMICS, INC., a South Korean corporation (“CG”), having a place of business at 5th F. Bldg. A, Korea Bio Park, 700 Daewangpangyo-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 13488 Korea. Aptose and CG are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Fourth AmendmentFourth Amendment • June 8th, 2016 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
This Amendment (the "Fourth Amendment") effective as of June 1, 2016 (the "Effective Date"), is entered into by and between CRYSTALGENOMICS, INC., a South Korean corporation having a place of business at 5th F. Bldg.A, Korea Bio Park, 700 Daewangpangyo-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 463-400 Korea ("CG") and APTOSE BIOSCIENCES, INC., a Canadian corporation having a place of business at 5955 Airport Road, Suite 228, Mississauga, Ontario, L4V 1R9, Canada ("Aptose"). CG and Aptose are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
ESCROW AGREEMENT BETWEEN 6707157 CANADA INC. AND LORUS THERAPEUTICS INC. AND EQUITY TRANSFER & TRUST COMPANY MADE AS OF July 10, 2007 McCarthy Tétrault LLPEscrow Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS pursuant to the terms of the share purchase agreement (the “Purchase Agreement”) dated as of the date hereof between the Purchaser and New Lorus (as the same may be amended or modified from time to time in accordance with its terms), the Parties have agreed to enter into this Agreement with respect to a portion of the Purchase Price equal to Cdn. $600,000 (the “Escrow Amount”) as security for and a partial, but not exclusive, source of satisfaction of Lorus’s indemnification obligations under the Purchase Agreement;
Second AmendmentSecond Amendment • June 8th, 2016 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
This Amendment (the "Second Amendment") effective as of May 13, 2016 (the "Effective Date"), is entered into by and between CRYSTALGENOMICS, INC., a South Korean corporation having a place of business at 5th F. Bldg.A, Korea Bio Park, 700 Daewangpangyo-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 463-400 Korea ("CG") and APTOSE BIOSCIENCES, INC., a Canadian corporation having a place of business at 5955 Airport Road, Suite 228, Mississauga, Ontario, L4V 1R9, Canada ("Aptose"). CG and Aptose are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 5th, 2011 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS by a warrant indenture (hereinafter called the “Warrant Indenture”) made as of the 4th day of October, 2010 and supplemented by a first supplemental indenture dated as of the 18th day of October, 2010 (the “First Supplemental Indenture”) between the Company and the Warrant Agent, provision was made for the issue by the Company of the Warrants (as defined in the Warrant Indenture);
PINNACLE SHARE PURCHASE AGREEMENT BETWEEN 6707157 CANADA INC. AND LORUS THERAPEUTICS INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLPPinnacle Share Purchase Agreement • November 20th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
AND WHEREAS New Lorus desires to sell and the Purchaser desires to purchase the Shares upon and subject to the terms and conditions set out in this Agreement;
APTOSE BIOSCIENCES INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 24th, 2019 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
As further set forth in this agreement (this “Agreement”), Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. and Canaccord Genuity LLC (each an “Agent”, and together, the “Agents”), as sales agents, the Company’s common shares, no par value per share (the “Common Shares”) (such Common Shares 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 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.
SHARE PURCHASE AGREEMENT dated as of July 13, 2006 Between LORUS THERAPEUTICS INC. and HIGH TECH BETEILIGUNGEN GMBH & CO. KGShare Purchase Agreement • November 21st, 2006 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
AND HIGH TECH BETEILIGUNGEN GMBH & CO. KG, a German limited partnership, herein represented by CONPHARM ANSTALT, a Liechtenstein corporation (the “Purchaser”)
