drs-a Sample Contracts

Passage BIO, Inc. – LEASE (January 10th, 2020)

contractor fees, overhead, and profit, and the cost of all labor and materials supplied by the general contractor engaged by Landlord (“Contractor”), suppliers, independent contractors, and subcontractors arising in connection with the Leasehold Improvements.

Passage BIO, Inc. – CONSULTING AGREEMENT (January 10th, 2020)

This Consulting Agreement (“Agreement”) is entered into as of January 8, 2019 (“Effective Date”), by and between Passage BIO, Inc., (“Company”) and James Wilson, M.D., Ph.D., an individual (“Consultant”).

Passage BIO, Inc. – CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED. RESEARCH, COLLABORATION & LICENSE AGREEMENT DATED ... (January 10th, 2020)

This Research, Collaboration & License Agreement (this “Agreement”) is dated as of September 18, 2018 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Passage Bio, Inc., a corporation organized under the laws of the state of Delaware (“Licensee”). Penn and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.

GREENPOWER MOTOR Co INC. – MANAGEMENT SERVICES AGREEMENT (December 16th, 2019)

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the mutual covenants and agreements herein contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties, the parties covenant and agree as follows:

Schrodinger, Inc. – Schrödinger, Inc. Employment Agreement (December 13th, 2019)

This Employment Agreement (“Agreement”) is dated November 14, 2018 and effective as of the Employment Commencement Date set forth in Section 1 below (“Effective Date”) by and between Schrödinger, Inc., a Delaware corporation (“Company”), and Joel Lebowitz (“Employee”).

Schrodinger, Inc. – Schrödinger, Inc. Employment Agreement (December 13th, 2019)

This Employment Agreement (“Agreement”) is dated April 27, 2010 and effective as of the Employment Commencement Date set forth in Section 1 below (“Effective Date”) by and between Schrödinger, Inc., a Delaware corporation (“Company”), and Yvonne Tran (“Employee”).

Schrodinger, Inc. – Schrödinger, Inc. Employment Agreement (December 13th, 2019)

This Employment Agreement (“Agreement”) is dated February 22, 2017 and effective as of the Employment Commencement Date set forth in Section 1 below (“Effective Date”) by and between Schrödinger, Inc., a Delaware corporation (“Company”), and Jennifer Daniel (“Employee”).

Schrodinger, Inc. – Schrödinger, Inc. Employment Agreement (December 13th, 2019)

This Employment Agreement (“Agreement”) is dated March 9, 2009 and effective as of the Employment Commencement Date set forth in Section 1 below (“Effective Date”) by and between Schrödinger, Inc., a Delaware corporation (“Company”), and Robert Abel (“Employee”).

Black Diamond Therapeutics, Inc. – BLACK DIAMOND THERAPEUTICS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT (December 13th, 2019)

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Black Diamond Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).

Schrodinger, Inc. – Schrödinger, Inc. Employment Agreement (December 13th, 2019)

This Employment Agreement (“Agreement”) is dated May 14, 2018 and effective as of the Employment Commencement Date set forth in Section 1 below (“Effective Date”) by and between Schrödinger, Inc., a Delaware corporation (“Company”), and Karen Akinsanya (“Employee”).

Arcutis Biotherapeutics, Inc. – TRANSITION AND AMENDMENT AGREEMENT (December 13th, 2019)

This Transition and Amendment Agreement (this “Agreement”) is made and entered into as of December 12, 2019 (the “Transition Date”) by and between Dr. Bhaskar Chaudhuri (the “Dr. Chaudhuri”) and Arcutis Biotherapeutics, Inc., a Delaware limited liability company (the “Company” and together with the Dr. Chaudhuri, the “Parties” and each, a “Party”).

Arcutis Biotherapeutics, Inc. – OPTION NOTICE AND AMENDMENT NO. 2 TO EXCLUSIVE OPTION AND LICENSE AGREEMENT (December 13th, 2019)

THIS OPTION NOTICE AND AMENDMENT NO. 2 (this “Notice and Amendment”) to the Exclusive Option and License Agreement dated as of January 4, 2018 and amended on June 26, 2019 (the “Agreement”), by and between Arcutis Biotherapeutics, Inc., a United States corporation incorporated in the State of Delaware (“Arcutis”) and Jiangsu Hengrui Medicine Co., Ltd., a Chinese corporation (“Hengrui”) is entered into as of 5 December, 2019 (the “Effective Date”).

Schrodinger, Inc. – Schrödinger, Inc. Employment Agreement (December 13th, 2019)

This Employment Agreement (“Agreement”) is dated June 1, 2010 and effective as of the Employment Commencement Date set forth in Section 1 below (“Effective Date”) by and between Schrödinger, Inc., a Delaware corporation (“Company”), and Shane Brauner (“Employee”).

Addex Therapeutics Ltd. – LICENSE AGREEMENT BETWEEN INDIVIOR UK LIMITED AND ADDEX PHARMA S.A. Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted pursuant to Rule 406 of the Securities Act of 1933, as amended. (November 27th, 2019)

This License Agreement (this “Agreement”) is entered into as of this 2nd day of January 2018, by and between Indivior UK Limited (Co. No. 7183451) with a registered address of 103-105 Bath Road, Slough, Berkshire, SL1 3UH (“Indivior”), and Addex Pharma S.A., a company organized under the laws of Switzerland (“Addex”).

Addex Therapeutics Ltd. – AGREEMENT (November 27th, 2019)

ADDEX PHARMACEUTICALS Ltd. , a company organised and existing under the laws of and having its registered office at 12, chemin des Aulx, 1228 Plan-les-Ouates, Geneva, Switzerland (hereinafter referred to as “ADDEX” or “a Party”)

1Life Healthcare Inc – GOOGLE INBOUND SERVICES AGREEMENT (November 26th, 2019)

This Inbound Services Agreement (“ISA”) is effective as of the Effective Date and is entered into by and among Google, 1Life, and One Medical Group.

Avadim Health, Inc. – Contract (November 25th, 2019)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.

Avadim Health, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (November 25th, 2019)

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) between Avadim Technologies Inc. (the “Company”), and Steve Woody (the “Executive”) is effective as of July 1, 2015 (the “Effective Date”).

Avadim Health, Inc. – Contract (November 25th, 2019)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT.), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Muscle Maker, Inc. – Confidential Material Omitted – To be filed separately with the Securities and Exchange Commission upon request. Double asterisks denote omissions. MASTER DISTRIBUTION AGREEMENT (November 15th, 2019)

This Agreement governs Sysco’s distribution services for Primary Customer, Related Customers and their respective Customer Locations that are located within the service areas of the Operating Companies listed in Schedule 1 (collectively, the “Service Area”). The margin schedule set forth in Schedule 2 is applicable to deliveries to Customer Locations located within the Service Areas.

Muscle Maker, Inc. – UNDERWRITING AGREEMENT among MUSCLE MAKER, INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters (November 15th, 2019)

The undersigned, Muscle Maker, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Muscle Maker, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the Underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Muscle Maker, Inc. – Form of Representative’s Warrant Agreement (November 15th, 2019)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].

Arcutis Biotherapeutics, Inc. – EXCLUSIVE OPTION AND LICENSE AGREEMENT (November 12th, 2019)

This EXCLUSIVE OPTION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of January 4th, 2018 (the “Effective Date”), by and between Arcutis, Inc., a United States corporation incorporated in the State of Delaware with offices at 70 Willow Road, Suite 200, Menlo Park, CA 94025 (“Arcutis”) and Jiangsu Hengrui Medicine Co., Ltd., a Chinese corporation with offices at 7 Kunlunshan Road, Economy and Technology Development Zone, Lianyungang, Jiangsu, China (“Hengrui”). Hereinafter, “Parties” shall mean Arcutis and Hengrui together, and “Party” shall mean Arcutis or Hengrui, as the context requires.

Arcutis Biotherapeutics, Inc. – FORMULATION COLLABORATION AGREEMENT (November 12th, 2019)

THIS FORMULATION COLLABORATION AGREEMENT (this “Agreement”) is made as of June 28, 2019 (the “Effective Date”), by and between HAWKEYE THERAPEUTICS, INC., a Delaware corporation, with its principal place of business located at 70 Willow Road, Menlo Park, CA 94025 (“Hawkeye”), and Arcutis, Inc., a Delaware corporation, having its principal place of business at 2945 Townsgate Road, Suite 110, Westlake Village, CA 91361 (“Arcutis”). Hawkeye and Arcutis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Arcutis Biotherapeutics, Inc. – LICENSE AGREEMENT between ASTRAZENECA AB and ARCUTIS, INC. Dated as of July 23, 2018 (November 12th, 2019)

This License Agreement (the “Agreement”) is made and entered into effective as of July 23, 2018 (the “Effective Date”) by and between AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with offices at Pepparedsleden 1, SE-431 83 Mölndal, Sweden (“AstraZeneca”) and Arcutis, Inc., a corporation incorporated in Delaware, United States having its principal place of business at 70 Willow Road, Suite 200, Menlo Park, CA 94025 (“Licensee”). AstraZeneca and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Internet Sciences Inc. – Contract (November 8th, 2019)

The corFiorat ion orttranized and existing on icr and by virtue or the General Corporation l.aw or the State of Delaware does hereby certily.: FIRST That at a meeting of the Board or Directors or LUXURY TRINE DIGITAL MEDI.A GROUP INC. RESOLVED, that the Ce2r:ifi cir incorporation or this corporation he amended by changing the Arlie ic thereof numbered rat, as amended. said Article shall he and read as follows: INTERNET SCIENCES I_NC, SECOND That said amendment was duly adopted in accordance with the pirpvlsions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF. said corporation has caused this certificate to he signed this 5 day or f )ctoher 20 S. By: A uthorizt:d Officer Tit e: State of Delaware Secretary of State Division of Corporations Delivered 04:25 PM 10/051018 FILED 04:25 PM 10/0512018 SR 20187016313 - File Number 6047600

Tian Ruixiang Holdings Ltd – EMPLOYMENT AGREEMENT (November 6th, 2019)

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], 2019 by and between TIAN RUIXIANG Holdings Ltd, a company formed and existing under the laws of the Cayman Islands (the “Company”), and [ ], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

F5 Finishes, Inc – Stock Option Agreement (Nonstatutory Stock Option Granted Under F5 Finishes, Inc. 2019 Incentive Stock Plan) (November 6th, 2019)

Subject to the following terms, F5 Finishes, Inc., a Delaware corporation (the Company), grants to the following employee of the Company (Grantee), as of the following grant date (the Grant Date), an nonstatutory stock option (the Option) to purchase the following number of shares of the Company’s common stock, par value $.01 per share (the Option Shares), at the following purchase price per share (the Exercise Price), exercisable in installments in accordance with the following vesting schedule, subject to expiration on the following expiration date (the Expiration Date):

Tian Ruixiang Holdings Ltd – Insurance brokerage business contract (revised in 2016) Sunshine property insurance co. LTD Hangzhou branch Month ___Day ___ Year____ Insurance brokerage business contract (November 6th, 2019)

Revolution Medicines, Inc. – ASSIGNMENT AND ASSUMPTION OF LEASE (October 31st, 2019)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made by and between WARP DRIVE BIO, LLC, a Delaware limited liability company (“Assignor”) and REVOLUTION MEDICINES, INC., a Delaware corporation (“Assignee”) as of January 30, 2019 (the “Effective Date”).

Revolution Medicines, Inc. – REVOLUTION MEDICINES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 5, 2019 (October 31st, 2019)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of June, 2019, by and among REVOLUTION MEDICINES, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof (collectively, “Investors”), and amends and restates that certain Investors’ Rights Agreement, dated as of March 23, 2018, by and among the Company and the investors listed on Schedule A thereto, as amended (the “Prior Agreement”).

Revolution Medicines, Inc. – SUBLEASE AGREEMENT (October 31st, 2019)

This Sublease Agreement (this “Sublease”) is dated as of February 4, 2019, for reference purposes only, by and between Revolution Medicines, Inc., a Delaware corporation (“Sublandlord”), as successor to Warp Drive Bio, LLC, a Delaware limited liability company, with Sublandlord having an address of 700 Saginaw Drive, Redwood City, CA 94063, Attn: General Counsel, (email: Legal@revolutionmedicines.com), and Casma Therapeutics, Inc., a Delaware corporation, (“Subtenant”), having an address at 29 Newbury Street, Boston, Massachusetts 02116 prior to the Commencement Date and at the Premises on and after the Commencement Date. This Sublease shall be effective as of the date set forth in Section 2, below.

Revolution Medicines, Inc. – SUBLEASE (October 31st, 2019)

THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of January 16, 2019, and is made by and between ONCOMED PHARMACEUTICALS, INC., a Delaware corporation (“Sublandlord”), and REVOLUTION MEDICINES, INC., a Delaware corporation (“Subtenant”). Sublandlord and Subtenant hereby agree as follows:

Revolution Medicines, Inc. – FIRST AMENDMENT TO LEASE (October 31st, 2019)

This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of September 16, 2016, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership (“Landlord”), and REVOLUTION MEDICINES, INC., a Delaware corporation (“Tenant”).

Revolution Medicines, Inc. – LEASE SEAPORT CENTRE HCP LS REDWOOD CITY, LLC, a Delaware limited partnership as Landlord, and REVOLUTION MEDICINES, INC., a Delaware corporation as Tenant. (October 31st, 2019)

This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership (“Landlord”), and REVOLUTION MEDICINES, INC., a Delaware corporation (“Tenant”).