CONSTELLATION PHARMACEUTICALS, INC. 5,500,000 Shares of Common Stock Underwriting AgreementConstellation Pharmaceuticals Inc • June 17th, 2020 • Pharmaceutical preparations • New York
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of its common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”) [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
ContractConstellation Pharmaceuticals Inc • June 22nd, 2018 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 26, 2016 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation with offices located at 215 First Street, Suite 200, Cambridge, Massachusetts 02142 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as
AGREEMENT AND PLAN OF MERGER among: CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation; MORPHOSYS AG, a German stock corporation (Aktiengesellschaft); and MORPHOSYS DEVELOPMENT INC., a Delaware corporation Dated as of June 2, 2021Agreement and Plan of Merger • June 2nd, 2021 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 2, 2021, by and among MorphoSys AG, a German stock corporation (Aktiengesellschaft) (“Parent”); MorphoSys Development Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2019 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019 by and among Constellation Pharmaceuticals Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
Constellation Pharmaceuticals, Inc. Nonstatutory Stock Option Agreement Granted Under 2008 Stock Incentive PlanNonstatutory Stock Option Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 21st, 2019 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 20, 2019 and is entered into by and among CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation, together with its Subsidiaries that deliver a Joinder Agreement pursuant to Section 7.13 of this Agreement (hereinafter collectively referred to as, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • August 2nd, 2019 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • New York
CONSTELLATION PHARMACEUTICALS, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2019 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019 by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of October 1, 2019 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
ContractStockholder Option and Support Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AND COLLABORATION AGREEMENT BETWEEN GENENTECH, INC., F. HOFFMANN-LA ROCHE LTD AND CONSTELLATION...License and Collaboration Agreement • July 9th, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS LICENSE AND COLLABORATION AGREEMENT (“Agreement”) dated January 9, 2012 (“Signing Date”), is effective as of the Effective Date by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 1 DNA Way, South San Francisco, California 94080 (“Genentech”), F. Hoffmann-La Roche Ltd, Grenzacherstrasse 124, CH4070 Basel Switzerland (“Roche”) (Genentech and Roche together referred to as “Licensee”) and Constellation Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 215 First Street, Cambridge, MA, 02142 (“Constellation”). Licensee and Constellation are each referred to herein individually as a “Party” and collectively as the “Parties.”
RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and between Constellation Pharmaceuticals, Inc. and The Leukemia & Lymphoma SocietyDevelopment and Commercialization Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) is made as of the 31st day of July, 2012 (the “Effective Date”), by and between The Leukemia and Lymphoma Society, a New York nonprofit corporation with its principal place of business at 1311 Mamaroneck Avenue, White Plains, New York 10605 (“LLS”) and Constellation Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 215 First Street, Suite 200, Cambridge, MA 02142 (“Company”). LLS and Company are sometimes hereinafter referred to individually as the “Party” and together as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (together with Schedule A and Schedule B, the “Agreement”), effective as of July 15, 2017 (the “Effective Date”) is entered into by Constellation Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 215 First Street, Suite 200, Cambridge, MA 02142 (the “Company”), and Dr. James Audia residing at 3425 N. Bell Ave., Chicago, IL 60618 (the “Consultant”).
CONSTELLATION PHARMACEUTICALS, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT March 22, 2018Investor Rights Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement dated as of March 22, 2018 is entered into by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached hereto (the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), effective as of May 2nd, 2017 (the “Effective Date”) is entered into by Constellation Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 215 First Street, Suite 200, Cambridge, MA 02142 (the “Company”), and Oncology Drug Development, LLC., a Pennsylvania company (the “Consultant”) with principal place of business at 411A Highland Ave, Suite 307, Somerville, MA 02144 (the “Consultant”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE...Stock and Warrant Purchase Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
Constellation Pharmaceuticals, a Delaware corporation (the “Company”), for value received, hereby certifies that SR One Ltd., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on May [24], 2021, [ ] shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $0.14 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
Constellation Pharmaceuticals, Inc. Incentive Stock Option Agreement Granted Under 2008 Stock Incentive PlanIncentive Stock Option Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2020 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Consulting Agreement (the “Agreement”), effective as June 22, 2020 (the “Effective Date”) is made between Constellation Pharmaceuticals, Inc., a Delaware corporation, with offices at 215 First St., Suite 200, Cambridge, MA 02142 (“Constellation”), and Oncology Drug Development, LLC., a Pennsylvania company (“Consultant”) (each a “Party” and collectively the “Parties”).
FIFTH AMENDMENT TO LEASELease • August 7th, 2019 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is made as of June ___, 2019, by and between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
LEASE AGREEMENTLease Agreement • February 24th, 2021 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this 13 day of November, 2020 (the “Effective Date”), between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO LEASELease • November 8th, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) is made as of September 28, 2018, by and between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
