a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2020 • Tarsus Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 2020 • Tarsus Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ________________, is made by and between Tarsus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH LICENSE AGREEMENTLicense Agreement • October 9th, 2020 • Tarsus Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (the “Agreement”), dated as of September 3, 2020 (the “Effective Date”), is made and entered into by and between Elanco Tiergesundheit AG, a Swiss corporation having place of business at Mattenstrasse 24A, 4058 Basel, Switzerland (“Elanco”) and Tarsus Pharmaceuticals, Inc., a Delaware corporation having its principal offices at 4590 MacArthur Blvd. Suite 500, Newport Beach, CA 92660 (“Tarsus”). Each of Elanco and Tarsus may be referred to herein as a “Party” and collectively as the “Parties.”
TARSUS PHARMACEUTICALS, INC. October 8, 2020Tarsus Pharmaceuticals, Inc. • October 9th, 2020 • Biological products, (no disgnostic substances)
Tarsus Pharmaceuticals, Inc. (the “Company”) is pleased to offer you continuing employment on the following terms pursuant to the terms of this letter agreement, which (together with Exhibit A attached hereto) supersedes and replaces any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company (except as otherwise described herein) and constitutes the complete agreement between you and the Company regarding the subject matter set forth herein. This letter agreement will become effective, and is contingent upon, the completion of the initial public offering of the Company’s Common Stock.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 9th, 2020 • Tarsus Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This Amendment to License Agreement (“Amendment”) is made and entered into as of September 3, 2020 (the “Amendment Effective Date”) by and between Elanco Tiergesundheit AG, a Swiss corporation having place of business at Mattenstrasse 24A, 4058 Basel, Switzerland (“Elanco”) and Tarsus Pharmaceuticals, Inc., a Delaware corporation having its principal offices at 4590 MacArthur Blvd. Suite 500, Newport Beach, CA 92660 (“Tarsus”).
TARSUS PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 24, 2020Investors’ Rights Agreement • October 9th, 2020 • Tarsus Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 24th day of September, 2020, by and among TARSUS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors.”
