ContractOncoMed Pharmaceuticals Inc • May 11th, 2012 • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY, IN FORM AND SUBSTANCE, TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
COLLABORATION AND OPTION AGREEMENT BY AND BETWEEN ONCOMED PHARMACEUTICALS, INC. AND BAYER SCHERING PHARMA AG DATED JUNE 15, 2010Collaboration and Option Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • New York
THIS COLLABORATION AND OPTION AGREEMENT (the “Agreement”) is made and entered into as of June 15, 2010 (the “Effective Date”), by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”), and Bayer Schering Pharma AG, a German corporation located at Müllerstrasse 178, 13353 Berlin, Germany (“BSP”). OncoMed and BSP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • May 11th, 2012 • OncoMed Pharmaceuticals Inc
This SECOND AMENDMENT TO OFFICE LEASE (“Amendment”) is made and entered into as of December 22, 2010, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
DATE] [NAME] [ADDRESS] Re: Change in Control and Severance Agreement Dear [NAME]: OncoMed Pharmaceuticals, Inc. (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of the Company’s key...OncoMed Pharmaceuticals Inc • May 11th, 2012
Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (each, a “Transaction”), wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or the successor entity, or, in the case of a Transaction described in (iii), the corporation or other entity to which the assets of the Company were transferred, as the case may be.
AMENDMENT NO. 1 TO THE RESEARCH AND DEVELOPMENT COLLABORATION, OPTION, AND LICENSE AGREEMENTAnd License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
This AMENDMENT NO. 1 TO THE RESEARCH AND DEVELOPMENT COLLABORATION, OPTION, AND LICENSE AGREEMENT (the “Amendment No. 1”) is made this 28th day of July, 2011 (the “Amendment No. 1 Effective Date”) by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”) and GlaxoSmithKline LLC, a Delaware limited liability company with a principal place of business at One Franklin Plaza, Philadelphia, Pennsylvania 19102, United States of America (formerly known as SmithKline Beecham Corporation) (“GSK”). OncoMed and GSK are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RESEARCH AND DEVELOPMENT COLLABORATION, OPTION, AND LICENSE AGREEMENT BY AND BETWEEN ONCOMED PHARMACEUTICALS, INC. AND SMITHKLINE BEECHAM CORPORATION DECEMBER 7, 2007And License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • Delaware
THIS RESEARCH AND DEVELOPMENT COLLABORATION, OPTION, AND LICENSE AGREEMENT (together with any exhibits attached hereto, this “Agreement”) is made and entered into as of December 7, 2007 (the “Effective Date”), by and between OncoMed Pharmaceuticals, Inc., a Delaware corporation located at 800 Chesapeake Drive, Redwood City, California 94063, United States of America (“OncoMed”), and SmithKline Beecham Corporation, a Pennsylvania corporation doing business as GlaxoSmithKline with a principal place of business at One Franklin Plaza, Philadelphia, Pennsylvania 19102, United States of America (“GSK”). OncoMed and GSK are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ContractLicense Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • New York
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
LEASELease • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
THIS LEASE (“Lease”) is made and entered into as of May 30, 2006 (the “Lease Commencement Date”), by and between SLOUGH REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
ONCOMED PHARMACEUTICALS, INC. AMENDMENT AND CONSENTAnd Consent • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
This Amendment and Consent, dated as of September 16, 2010, is made by and among OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and certain holders of the Company’s Series A Preferred Stock (the “Series A Investors”), certain holders of the Company’s Series B Preferred Stock and Series B-1 Preferred Stock (the “Series B Investors”), certain holders of the Company’s Series B-2 Preferred Stock (the “Series B-2 Investor”), certain holders of the Company’s Series B-3 Preferred Stock (the “Series B-3 Investor,” and together with the Series A Investors, Series B Investors and Series B-2 Investor, the “Investors,” and each individually, an “Investor”), and certain holders of the Company’s Class A Common Stock (each of which is herein referred to as a “Common Holder” and all of which are collectively referred to herein as the “Common Holders”).
AMENDMENT NO. 3 TO LICENSE AGREEMENT REGENTS OF THE UNIVERSITY OF MICHIGAN AND ONCOMED PHARMACEUTICALS, INC.License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
THIS AMENDMENT NO. 3 TO THE LICENSE AGREEMENT (“Amendment”) is made effective as of March 31st, 2005 (the “Amendment Date”) and is entered into by and between THE REGENTS OF THE UNIVERSITY OF MICHIGAN, a constitutional corporation of the State of Michigan (“Michigan”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation having offices at 265 N. Whisman Road, Mountain View, CA 94043 (“OncoMed”) to amend their License Agreement dated January 5, 2001, as amended by Amendment Number 1 to the License Agreement dated as of July 21, 2004, and as amended by Amendment Number 2 to the License Agreement dated as of August 13, 2004 (“License Agreement”).
September 4, 2008 Martin H. Goldstein SVP, Corporate Development OncoMed Pharmaceuticals, Inc. Redwood City, CA 94063-4748 RE: License Agreement with OncoMed Pharmaceuticals (UM 1819) Dear Mr. Goldstein:OncoMed Pharmaceuticals Inc • May 11th, 2012
From our recent conversations, we understand that potential investors in OncoMed Pharmaceuticals, Inc. (“Onco”) have raised questions regarding the references to Howard Hughes Medical Institute (“HHMI”) in the August 5, 2001 License Agreement between University of Michigan (“UM”) and Cancer Stem Cell Genomics, Inc. (the predecessor in interest of Onco), as amended (the “License”). As previously indicated by telephone, UM confirms:
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
This Separation Agreement and General Release (the “Agreement”) is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) by and between Steven E. Benner, M.D. (“Executive”) and OncoMed Pharmaceuticals, Inc. (the “Company”), with reference to the following facts:
FIRST AMENDMENT TO LEASELease • May 11th, 2012 • OncoMed Pharmaceuticals Inc
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is dated as of November , 2006 and is entered into between SLOUGH REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), with reference to the following facts:
AMENDMENT NO. 5 TO LICENSE AGREEMENT REGENTS OF THE UNIVERSITY OF MICHIGAN AND ONCOMED PHARMACEUTICALS, INC.The License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
THIS AMENDMENT NO. 5 TO THE LICENSE AGREEMENT (“Amendment”) is made effective as of March 12th, 2007 (the “Amendment Date”) and is entered into by and between THE REGENTS OF THE UNIVERSITY OF MICHIGAN, a constitutional corporation of the State of Michigan (“Michigan”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation having offices at 800 Chesapeake Drive, Redwood City, CA 94063 (“OncoMed”) to amend their License Agreement dated January 5, 2001, as amended by Amendment Number 1 to the License Agreement dated as of July 21, 2004, as amended by Amendment Number 2 to the License Agreement dated as of August 13, 2004, as amended by Amendment Number 3 to the License Agreement dated as of March 31st, 2005, and as amended by Amendment Number 4 to the License Agreement dated as of December 12, 2005 (collectively “License Agreement”).
AMENDMENT NO. 6 TO LICENSE AGREEMENT REGENTS OF THE UNIVERSITY OF MICHIGAN AND ONCOMED PHARMACEUTICALS, INC.License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
THIS AMENDMENT NO. 6 TO THE LICENSE AGREEMENT (“Amendment”) is made effective as of October 6th, 2008 (the “Amendment Date”) and is entered into by and between THE REGENTS OF THE UNIVERSITY OF MICHIGAN, a constitutional corporation of the State of Michigan (“Michigan”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation having offices at 800 Chesapeake Drive, Redwood City, CA 94063 (“OncoMed”) to amend their License Agreement dated January 5, 2001, as amended by Amendment Number 1 to the License Agreement dated as of July 21, 2004, as amended by Amendment Number 2 to the License Agreement dated as of August 13, 2004, as amended by Amendment Number 3 to the License Agreement dated as of March 31st, 2005, as amended by Amendment Number 4 to the License Agreement dated as of December 12, 2005 and as amended by Amendment Number 5 to License Agreement dates as of March 12, 2007 (collectively “License Agreement”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
This Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of October 7, 2008, by and among OncoMed Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Exhibit A hereto (individually an “Investor” and collectively the “Investors”).
MEMORANDUM OF UNDERSTANDINGOncoMed Pharmaceuticals Inc • May 11th, 2012
This Memorandum of Understanding (MOU), is made effective as of May 8, 2009 (the “Effective Date”) and is entered into by and between THE REGENTS OF THE UNIVERSITY OF MICHIGAN, a constitutional corporation of the State of Michigan (“Michigan”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation having offices at 800 Chesapeake Drive, Redwood City, CA 94063 (“OncoMed”) to clarify how the Parties will handle certain patents covered by their License Agreement dated January 5, 2001, as amended by Amendment Number 1 to the License Agreement dated as of July 21, 2004, as amended by Amendment Number 2 to the License Agreement dated as of August 13, 2004, as amended by Amendment Number 3 to the License Agreement dated as of March 31, 2005, as amended by Amendment Number 4 to the License Agreement dated as of December 12, 2005, as amended by Amendment Number 5 to License Agreement dated as of March 12, 2007 and as amended by Amendment Number 6 to License Agreement dated as of October 6, 2
Amendment Number 2 to License Agreement Regents of The University of Michigan & OncoMed Pharmaceuticals, Inc.OncoMed Pharmaceuticals Inc • May 11th, 2012
Effective as of this 13 day of August, 2004, and in consideration of the mutual covenants contained herein, OncoMed Pharmaceuticals, Inc. (successor to Cancer Stem Cell Genomics, Inc.) a corporation incorporated in the State of Delaware, with offices located at Four Embarcadero Center, Suite 2500, San Francisco, CA 94111 (“LICENSEE”), and the Regents of The University of Michigan, a constitutional corporation of the State of Michigan (“MICHIGAN”), agree to and hereby do amend their License Agreement, dated January 5, 2001, as amended by Amendment Number 1 to License Agreement dated as of July 21, 2004 (hereinafter “Subject License”) in accordance with the following terms and conditions:
ContractOncoMed Pharmaceuticals Inc • May 11th, 2012
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
LICENSE AGREEMENT WITH CANCER STEM CELL GENOMICS, INC. MICHIGAN FILES 1819, 1876 AND 1980 TECHNOLOGYLicense Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • Michigan
This Agreement is effective as of the 5th day of January, 2001 (the “Effective Date”), between Cancer Stem Cell Genomics, Inc., a corporation incorporated in the State of Michigan, with a mailing address of 1385 Burgundy, Ann Arbor, Michigan 48105 (“LICENSEE”), and the Regents of the University of Michigan, a constitutional corporation of the State of Michigan (“MICHIGAN”). LICENSEE and MICHIGAN agree as follows:
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
This Amendment to Warrant Agreement (the “Agreement”) is made as of December 5, 2005 by and between Silicon Valley Bank (“Holder) and OncoMed Pharmaceuticals, Inc. (“Company”)
ONCOMED PHARMACEUTICALS, INC. STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc • California
OncoMed Pharmaceuticals, Inc. (the “Company”), hereby grants an Option to purchase shares of its Class A Common Stock (“Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s Stock Incentive Plan (the “Plan”).
Amendment No. 4 to License Agreement between the Regents of The University of Michigan and OncoMed Pharmaceuticals, Inc.License Agreement • May 11th, 2012 • OncoMed Pharmaceuticals Inc
The License Agreement dated as of January 5, 2001, as heretofore amended (the “License Agreement”), between the REGENTS OF THE UNIVERSITY OF MICHIGAN, a constitutional corporation of the State of Michigan (“Michigan”) and ONCOMED PHARMACEUTICALS, INC., a Delaware corporation having offices at 265 N. Whisman Road, Mountain View, CA 94043 (“Licensee”), is hereby amended as follows:
