CONSTELLATION PHARMACEUTICALS, INC. [●] Shares of Common Stock Underwriting AgreementConstellation Pharmaceuticals Inc • July 9th, 2018 • Pharmaceutical preparations • New York
In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Constellation Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes J.P. Morgan Securities LLC (“J.P. Morgan”), Jefferies LLC (“Jefferies”) and BMO Capital Markets, Inc. (“BMO”) and their respective affiliates and employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of
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.”
