ADVISORY BOARD MEMBER AGREEMENTAdvisory Board Member Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This ADVISORY BOARD MEMBER AGREEMENT (the “Agreement”), is made and entered into as of this 15th day of July 2016 and effective as of July 1, 2016 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and you. This Agreement replaces that certain Advisory Board Member Agreement, effective July 1, 2014, by and between the Company and you, which expired by its terms on June 30, 2016.
CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE LICENSE AGREEMENTConfidential Treatment Requested • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Illinois
This Exclusive License Agreement (this “Agreement”), effective as of November 23, 2016 (“Effective Date”) between The Board Of Trustees Of The University Of Illinois, a body corporate and politic of the State of Illinois, 352 Henry Administration Building, 506 S. Wright St., Urbana, Illinois 61801 (“University”) and G1 Therapeutics, Inc. having a principal address at 79 T.W. Alexander Drive, 4401 Research Commons, Suite 105, Research Triangle Park, NC 27709 (“Licensee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into effective as of February 1, 2015 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Gregory Mossinghoff (“Employee”).
ContractG1 Therapeutics, Inc. • April 13th, 2017 • Pharmaceutical preparations • North Carolina
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Third Amended and Restated Stockholders’ Agreement (this “Agreement”) is made and entered into as of April 27, 2016, by and among G1 Therapeutics, Inc., a Delaware corporation (the “Company”), the individuals and entities identified on Schedule A as the Series 1 Preferred Stockholders (the “Series 1 Preferred Stockholders”), the individuals and entities identified on Schedule A as the Series A Preferred Stockholders (the “Series A Preferred Stockholders”), the individuals and entities identified on Schedule A as the Series B Preferred Stockholders (the “Series B Preferred Stockholders”), the individuals and entities identified on Schedule A as the Series C Preferred Stockholders (the “Series C Preferred Stockholders”; the Series 1 Preferred Stockholders, the Series A Preferred Stockholders, the Series B Preferred Stockholders and the Series C Preferred Stockholders collectively, the “Investors” and each, an “Investor”), and the individuals or entities identified on Schedule A here
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations
THIS OFFICE LEASE (“Lease”), made this 18th day of January, 2014 by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Landlord”), and G1 THERAPEUTICS, INC., a Delaware corporation (“Tenant”), provides as follows:
DIRECTOR AGREEMENTDirector Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This DIRECTOR AGREEMENT (the “Agreement”), is made and entered into as of this 15th day of July 2016 and effective as of July 1, 2016 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Seth Rudnick, MD (“Board Member”). This Agreement replaces that certain Director Agreement, effective July 1, 2014, by and between the Company and the Board Member, which expired by its terms on June 30, 2016.
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 13th, 2017 • G1 Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Exclusive License Agreement (this “Amendment”), dated as of March 24, 2017 (the “Amendment Effective Date”), is by and between The Board Of Trustees Of The University Of Illinois, a body corporate and politic of the State of Illinois, 352 Henry Administration Building, 506 S. Wright St., Urbana, Illinois 61801 (“University”) and G1 Therapeutics, Inc. having a principal address at 79 T.W. Alexander Drive, 4501 Research Commons, Suite 100, Research Triangle Park, NC 27709 (“Licensee”). University and Licensee are each sometimes hereafter referred to individually as a “Party” and together as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exclusive License Agreement between University and Licensee made and entered into as of November 23, 2016 (the “License Agreement”).
G1 THERAPEUTICS, INC. WARRANT TO PURCHASE STOCKG1 Therapeutics, Inc. • April 13th, 2017 • Pharmaceutical preparations • Washington
This certifies that in consideration of sums previously paid to G1 Therapeutics, Inc., a Delaware corporation (the “Company”), receipt of which is hereby acknowledged, [ ] is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at any time after the issuance hereof and prior to 5:00 p.m. Pacific time on [ , ] (the “Expiration Date”), up to [ ] shares of Common Stock of the Company (the “Warrant Stock”) for an exercise price of $[ ] per share (the “Warrant Price”), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and, unless this Warrant is exercised pursuant to Section 2.6 below, simultaneous payment of the full Warrant Price for the shares of Warrant Stock so purchased in lawful money of the United States. The Warrant Price and the number and character of shares of Warrant Stock are subject to adjustment as provided herein and the term
