ONCTERNAL THERAPEUTICS, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • California
THIS RESTRICTED STOCK PURCHASE AGREEMENT (“Agreement”) is made as of December 14, 2017, by and between ONCTERNAL THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Richard G. Vincent (the “Purchaser”).
May 31, 2017 James Breitmeyer, M.D., Ph.D.GTX Inc /De/ • April 8th, 2019 • Pharmaceutical preparations • California
ContractGTX Inc /De/ • April 8th, 2019 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
AND ROAR Therapeutics Commercial License Agreement Date: May 19, 2014License Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations
Selexis SA, a company incorporated under the laws of Switzerland, with its registered office at 18 chemin des Aulx, 1228 Plan-les-Ouates, Geneva, Switzerland
January 1, 2019 Richard VincentInformation and Inventions Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • California
ONCTERNAL THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTEquity Incentive Plan • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • Delaware
I, , spouse of , have read and approve the Stock Option Grant Notice and Stock Option Agreement dated , 20 , between my spouse and Oncternal Therapeutics, Inc. In consideration of granting of the right to my spouse to purchase shares of Oncternal Therapeutics, Inc. set forth in the Stock Option Grant Notice and Stock Option Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Stock Option Grant Notice and Stock Option Agreement and agree to be bound by the provisions of the Stock Option Grant Notice and Stock Option Agreement insofar as I may have any rights in said Stock Option Grant Notice and Stock Option Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the Stock Option Grant Notice and Stock Option Agreement or the exercise of the option granted thereunder.
AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations
This Amendment to Collaboration Agreement (the “Amendment” ) is dated as of January 24, 2016 (the “Amendment Effective Date”) and amends that certain Collaboration Agreement between The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) and Tokalas, Inc. (“Tokalas”) effective as of December 15, 2014 (the “Agreement”). Tokalas and MD Anderson are sometimes referred to collectively herein as the “Parties” or individually as a “Party.”
AMENDMENT 3 TO COLLABORATION AGREEMENTCollaboration Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations
This Amendment 3 to Collaboration Agreement (the “Amendment 3”) is dated as of September 17, 2018 (the “Amendment 3 Effective Date”) and amends that certain Collaboration Agreement between The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) and Oncternal Therapeutics, Inc., formerly Tokalas, Inc. (“Oncternal”) effective as of December 15, 2014 (the “Agreement”), as amended by Amendment 1 effective as of January 24, 2016 (the “Amendment 1”) and by Amendment 2 effective as of May 1, 2016 (the “Amendment 2”). Oncternal and MD Anderson are sometimes referred to collectively herein as the “Parties” or individually as a “Party.”
ONCTERNAL THERAPEUTICS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Grant Notice And • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • Delaware
Oncternal Therapeutics, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to Participant an Option to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (“Grant Notice”) and the Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN ONCTERNAL THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR UC CASE NOS. SD2005-212, SD2010-306, SD2011-178, SD2012-143, SD2012-403, SD2015-027 AND SD2015-200License Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • California
This Amendment No. 1 (“Amendment No. 1”) is made by and between Oncternal Therapeutics, Inc. having an address at 3525 Del Mar Heights Road, #821, San Diego, California 92130 (“Oncternal”) and The Regents of the University of California, a California public corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“University”), represented by its San Diego campus having an address at University of California San Diego, Office of Innovation and Commercialization (“OIC”), Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UC San Diego”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement.
COLLABORATION AGREEMENTCollaboration Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • Texas
This Collaboration Agreement (“Agreement”), effective as of December 15, 2014 (“Effective Date”), is by and between Tokalas, Inc. (“Tokalas”) and The University of Texas M. D. Anderson Cancer Center (“MD Anderson”). Tokalas and MD Anderson are sometimes referred to collectively herein as the “Parties” or individually as a “Party.” Based upon the Background below, and for and in consideration of the covenants, conditions, and undertakings hereinafter set forth, the Parties hereby acknowledge, confirm, and agree as follows:
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT BETWEEN GEORGETOWN UNIVERSITY AND TOKALAS, INC.Exclusive License Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations
This First Amendment to the Exclusive License Agreement (the “First Amendment”) effective as of 17th day of March, 2016 (the “First Amendment Effective Date”), by and between, Georgetown University, a nonprofit institution of higher education organized as a non-stock corporation under federal charter, having its principal place of business located at 37th and O Streets, N.W., Washington, D.C. 20057 (referred to as “Georgetown”) and TOKALAS, INC., a for-profit company having its principal office at principal office 1737 Grand Avenue, Del Mar, CA 92014 (“Company”) defines the terms of the confidential relationship between the aforementioned parties (hereafter referred to as the “Parties” collectively or “Party” individually).
EXCLUSIVE LICENSE AGREEMENT BETWEEN GEORGETOWN UNIVERSITY AND TOKALAS, INC. CONFIDENTIALExclusive License Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations
This Exclusive License Agreement (“Agreement”), effective as of March 28, 2014 (“Effective Date”), is by and between Georgetown University, a nonprofit institution of higher education organized as a non-stock corporation under federal charter”, having its principal office at 37th & O Streets, NW, Washington, DC 20057 (“Georgetown”) and Tokalas, Inc., a for-profit company having its principal office at 1737 Grand Avenue, Del Mar, CA 92014 (“Company”).
LICENSE AND ASSIGNMENT AGREEMENT among Velos Biopharma Holdings, LLC and VelosBio Inc. and Oncternal Therapeutics, Inc. Dated: February 6, 2018License and Assignment Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • California
THIS LICENSE AND ASSIGNMENT AGREEMENT (“Agreement”), dated as of February 6, 2018 (the “Effective Date”), is entered into among Velos Biopharma Holdings, LLC., a Delaware limited liability company (“LICENSOR”), and VelosBio Inc., a Delaware corporation (“LICENSEE”) and, solely with respect to Sections 2.3, 2.6, 2.7, 3.3, 3.4, 7.1, 16.1, 16.9, 16.15 and Articles 8 and 14, Oncternal Therapeutics, Inc., a Delaware corporation (“Oncternal”). Each of LICENSOR and LICENSEE, and Oncternal solely with respect to the above-referenced Sections, may be referred to herein as a “Party,” and collectively as the “Parties”).
AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN ONCTERNAL THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO. SD2005-212 CASE NO. SD2010-306 CASE NO. SD2011-178 CASE NO. SD2012-143 CASE NO. SD2012-403 CASE NO. SD2015-027...License Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • California
This Amended and Restated License Agreement (“Agreement”) is made by and between Oncternal Therapeutics, Inc., a Delaware corporation having an address at 3525 Del Mar Heights Road, #821, San Diego, California 92130 (“LICENSEE”) and The Regents of the University of California, a California public corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
AMENDMENT 2 TO COLLABORATION AGREEMENTCollaboration Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations
This Amendment 2 to Collaboration Agreement (the “Amendment 2”) is dated as of May 1, 2016 (the “Amendment Effective Date”) and amends that certain Collaboration Agreement between The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) and Tokalas, Inc. (“Tokalas”) effective as of December 15, 2014 (the “Agreement”), as amended by Amendment 1 effective as of January 24, 2016 (the “Amendment 1”). Tokalas and MD Anderson are sometimes referred to collectively herein as the “Parties” or individually as a “Party.”
RESEARCH AGREEMENTResearch Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • California
This Agreement is made by and between Oncternal Therapeutics, Inc. (“Company”) with offices at 3525 Del Mar Heights Road #821 San Diego, CA 92130-2122, and The Regents of the University of California, on behalf of its San Diego campus, having its office at 9500 Gilman Drive, La Jolla, CA 92093-0934, (“University”).
