INDEMNIFICATION AGREEMENTIndemnification Agreement • August 17th, 2018 • Entasis Therapeutics LTD • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2018 between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
= Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Entasis Therapeutics LTD • August 17th, 2018 • Pharmaceutical preparations
This Collaboration Agreement relating to the development, manufacture and commercialisation of zoliflodacin is entered into on the 4th day of July 2017 (the “Effective Date”) by and between:
AMENDMENT #2 TO AMENDED AND RESTATED BUSINESS TRANSFER AND SUBSCRIPTION AGREEMENTTransfer and Subscription Agreement • August 17th, 2018 • Entasis Therapeutics LTD • Pharmaceutical preparations
THIS AMENDMENT #2 TO AMENDED AND RESTATED BUSINESS TRANSFER AND SUBSCRIPTION AGREEMENT (this “Amendment”) is made and entered into as of January 30, 2018 by and among ASTRAZENECA AB (PUBL), a company incorporated in Sweden under no. 556011-7482 (the “Sweden Seller”), ASTRAZENECA UK LIMITED, a company incorporated in England under no. 3674842 (the “UK Seller”), ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (the “US Seller”, and together with the Sweden Seller and the UK Seller, the “AZ Entities”), ENTASIS THERAPEUTICS LIMITED, a private limited company incorporated in England and Wales (the “UK Company”), and ENTASIS THERAPEUTICS INC., a Delaware corporation and a wholly owned subsidiary of the UK Company (the “US Company”, and together with the UK Company, the “Companies”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Agreement (as defined below).
ENTASIS THERAPEUTICS HOLDINGS INC. STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT (SENIOR MANAGEMENT)Incentive Stock Option Agreement • August 17th, 2018 • Entasis Therapeutics LTD • Pharmaceutical preparations • Delaware
THIS OPTION (the “Option”) is hereby granted as of [ ] (the “Date of Grant”) by Entasis Therapeutics Holdings Inc. (the “Company”) to [ ] (the “Optionee”) pursuant to the Entasis Therapeutics Holdings Inc. Amended and Restated Stock Incentive Plan (the “Plan”) and is subject to the terms and conditions set forth therein and as set out in this agreement (“Award Agreement”). Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 17th, 2018 • Entasis Therapeutics LTD • Pharmaceutical preparations • Delaware
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of April 25, 2018 (the “Effective Date”), by and between ENTASIS THERAPEUTICS HOLDINGS INC., a Delaware corporation, having a place of business at 35 Gatehouse Drive, Waltham, MA 02451, United States of America (“Entasis”), and Zai Lab (Shanghai) Co., Ltd., a limited company organized under the laws of the PRC, having a place of business at 4560 Jinke Rd, Bldg. 1, 4/F, Pudong, Shanghai, China, 201210 (“Zai”). Entasis and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO AMENDED AND RESTATED BUSINESS TRANSFER AND SUBSCRIPTION AGREEMENTTransfer and Subscription Agreement • August 17th, 2018 • Entasis Therapeutics LTD • Pharmaceutical preparations
THIS AMENDMENT TO AMENDED AND RESTATED BUSINESS TRANSFER AND SUBSCRIPTION AGREEMENT (this “Amendment”) is made and entered into as of August 28, 2017 by and among ASTRAZENECA AB (PUBL), a company incorporated in Sweden under no. 556011-7482 (the “Sweden Seller”), ASTRAZENECA UK LIMITED, a company incorporated in England under no. 3674842 (the “UK Seller”), ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (the “US Seller”, and together with the Sweden Seller and the UK Seller, the “AZ Entities”), ENTASIS THERAPEUTICS LIMITED, a private limited company incorporated in England and Wales (the “UK Company”), and ENTASIS THERAPEUTICS INC., a Delaware corporation and a wholly owned subsidiary of the UK Company (the “US Company”, and together with the UK Company, the “Companies”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Agreement (as defined below).
ENTASIS THERAPEUTICS HOLDINGS INC. STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 17th, 2018 • Entasis Therapeutics LTD • Pharmaceutical preparations • Delaware
THIS OPTION (the “Option”) is hereby granted as of [ ] (the “Date of Grant”) by Entasis Therapeutics Holdings Inc. (the “Company”) to [ ] (the “Optionee”) pursuant to the Entasis Therapeutics Holdings Inc. Amended and Restated Stock Incentive Plan (the “Plan”) and is subject to the terms and conditions set forth therein and as set out in this agreement (“Award Agreement”). Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan.
AMENDED AND RESTATED BUSINESS TRANSFER AND SUBSCRIPTION AGREEMENTAssignment and Assumption Agreement • August 17th, 2018 • Entasis Therapeutics LTD • Pharmaceutical preparations
This AMENDED AND RESTATED BUSINESS TRANSFER AND SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March , 2016, is entered into by and among ASTRAZENECA AB (PUBL), a company incorporated in Sweden under no. 556011-7482 (the “Sweden Seller”), ASTRAZENECA UK LIMITED, a company incorporated in England under no. 3674842 (the “UK Seller”), ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (the “US Seller”, and together with the Sweden Seller and the UK Seller, the “Sellers”), ENTASIS THERAPEUTICS LIMITED, a private limited company incorporated in England and Wales (the “UK Company”), and ENTASIS THERAPEUTICS INC., a Delaware corporation and a wholly owned subsidiary of the UK Company (the “US Company”, and together with the UK Company, the “Companies”).
