Exhibit 10.15


 


BLADE THERAPEUTICS, INC.


 


July 18, 2016


 


Wendye Robbins, M.D. 

181 28th Avenue


San Francisco, CA 94121


 


Dear Wendye:


 


I am pleased to offer you
a full-time position with Blade Therapeutics, Inc. (the “Company”) as the Company’s Chief Executive Officer. Subject
to your acceptance of the terms of this letter, your new position shall commence effective as of July 1, 2016 (the “Start Date”),
and your prior position as the Company’s interim Chief Executive Officer will terminate as of such date. Capitalized terms used herein
that are not otherwise defined shall have the meanings given to such terms in Annex A attached hereto.


 


If you accept this offer,
you will receive an annual salary of $370,000, which will be paid in accordance with the Company’s normal payroll procedures, less
applicable withholdings. In addition, you will be eligible for an annual bonus of up to 35% of your annual salary, less applicable withholdings
(the “Annual Bonus”). The actual Annual Bonus will be based on the Company’s achievement of certain objectives
to be determined by the other members of the Board of Directors of the Company (the “Board”) with your input. Any
Annual Bonus earned by you will be paid in accordance with the Company’s standard practices, but no later than two and one half
(2 1/2) months after the calendar year in which any such Annual Bonus is earned.


 


As a Company employee, you
will also continue to be eligible to participate in the Company’s employee benefit plans, in accordance with the terms of such plans,
as amended by the Company from time to time, subject to any restrictions imposed by applicable law. Please note that the Company reserves
the right to cancel or change the benefit plans and programs it offers to its employees at any time. The Company is authorized to withhold,
or cause to be withheld, from any payment or benefit under this offer the full amount of any applicable taxes and any other customary
or required deductions. The Company also reserves its right to modify job titles and salaries from time to time as it deems necessary
and in its sole discretion.


 


In addition, if you accept
this offer, it will be recommended at the first meeting of the Board following your Start Date that the Company grant to you an option
(the “Option”) to purchase 2,070,843 shares of the Company’s Common Stock, which, together with the aggregate
shares of the Company’s Common Stock that you hold or that are subject to any other Company equity security that you hold as of
the date of this letter, represents approximately four and one-half percent (4.5%) of the Company’s fully-diluted Common Stock
(on an as-converted basis), based on the pro forma capitalization of the Company assuming the closing of both tranches of the Company’s
anticipated Series B Preferred Financing. The Option shall have an exercise price per share equal to the fair market value of a share
of the Company’s Common Stock on the date of grant, as determined by the Board. 1,302,218 of the shares subject to the Option
(the “Immediate Vesting Shares”) shall vest as to 1/48th of the Immediate Vesting Shares on the one (1)-month anniversary
of the Start Date, and as to 1/48th of the Immediate Vesting Shares monthly thereafter on the same day of the month as your Start Date
(and if there is no corresponding day, the last day of the month), so that the Immediate Vesting Shares will be fully vested and exercisable
four (4) years from your Start Date, subject to your continuing service with the Company through each relevant vesting date. Upon the
completion of the Milestone Closing (as defined below), the remaining 768,625 of the shares subject to the Option (the “Delayed
Vesting Shares”) shall vest as to 1/48th of the Delayed Vesting Shares on the one (1)-month anniversary of the Milestone Closing,
and as to 1/48th of the Delayed Vesting Shares monthly thereafter on the same day of the month as the Milestone Closing (and if there
is no corresponding day, on the last day of the month), so that the Delayed Vesting Shares will be fully vested and exercisable four
(4) years from the date of the Milestone Closing, subject to your continuing service with the Company through each relevant vesting date.
In the event that your continuous service ceases prior to the Milestone Closing, then the Delayed Vesting Shares and your right to acquire
such shares will immediately terminate. Shares will be subject to early exercise at your discretion. For these purposes, “Milestone
Closing” shall refer to the completion of the investment described in, and have such meaning as defined in, the Series B
Preferred Stock Purchase Agreement, dated June 8, 2016. Notwithstanding anything herein to the contrary, in the event that, within
twelve (12) months following a Change in Control, your continuous employment with the Company is terminated by the Company for reasons
other than Cause, death, or Disability (as defined in the Plan) or you resign your employment with the Company for Good Reason, then,
subject to the terms of this letter, one hundred percent (100%) of the total number of shares subject to the Option that have not vested
shall immediately vest and become exercisable (the “Change in Control Acceleration Benefits”). The Option shall
be subject to the terms and conditions of the Company’s 2015 Equity Incentive Plan (the “Plan”) and the stock
option agreement entered into by you and the Company, including vesting requirements. No right to any stock is earned or accrued until
such time that vesting occurs, nor does a grant confer any right to continue vesting or employment.


 






     


     


    

 


In addition, if the Company
terminates your employment for a reason other than for Cause, death or Disability, or you resign from such employment for Good Reason,
then, subject to the terms of this letter, you will be entitled to receive continuing payments of severance pay at a rate equal to your
annual salary, as then in effect, for twelve (12) months from the date of such termination, which will be paid in accordance with the
Company’s regular payroll procedures (collectively the Severance Benefits”).


 


Your receipt of the Change
in Control Acceleration Benefits or the Severance Benefits, as applicable, will be subject to your signing and not revoking a separation
agreement and release of claims in a form reasonably satisfactory to the Company (the “Release”), provided that such
Release becomes effective and irrevocable no later than sixty (60) days following the date your employment terminates (such deadline,
the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, you will forfeit
any rights to severance or benefits under this letter. In no event will severance payments or benefits be paid or provided until the Release
becomes effective and irrevocable. Except as necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), and the regulations and guidance promulgated thereunder, any installment payments that would have been made
to you during the sixty (60) day period immediately following your termination of employment but for the preceding sentence will be paid
to you on the sixtieth (60th) day following your termination, and the remaining payments will be made as provided in this letter.


 


Notwithstanding anything
to the contrary in this letter, if you are a “specified employee” within the meaning of Section 409A of the Internal Revenue
Code (as it has been and may be amended from time to time) and any regulations and guidance that has been promulgated or may be promulgated
from time to time thereunder (“Section 409A”) at the time of your termination, then the
severance and any other separation benefits payable to you upon your separation from service, to the extent that the same constitute
deferred compensation under Section 409A (the “Deferred Payments”), otherwise due to you on or within the twelve (12)
month period following your separation from service will accrue during such six (6) month period and will become payable in a lump sum
payment on the date six (6) months and one (1) day following the date of your termination (such rule, the “Six Month Delay Rule”).
All subsequent Deferred Payments following the application of the Six Month Delay Rule, if any, will be payable in accordance with
the payment schedule applicable to each payment or benefit. Additionally, any Deferred Payments will be paid on, or, in the case of installments,
will commence on the Release Deadline, or, if later, such time as required by the Six Month Delay Rule. Except as required by the Six
Month Delay Rule, any installment payments that would have been made to you during the sixty (60) day period immediately following your
separation from service but for the preceding sentence will be paid to you on the sixtieth (60th) day following your separation from
service and the remaining payments shall be made as provided in this letter. It is the intent of this letter to comply with the requirements
of Section 409A so that none of the severance payments will be subject to the additional tax imposed under Section 409A, and any ambiguities
herein will be interpreted to so comply. Each payment and benefit payable under this letter is intended to constitute a separate payment
for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.


 


The Company is excited about
your becoming the Chief Executive Officer and looks forward to a beneficial and productive relationship. Nevertheless, you should be aware
that your employment with the Company continues to be for no specified period and constitutes at-will employment. As a result, you are
free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with
you at any time, with or without cause. We request that, in the event of resignation, you give the Company at least two (2) weeks’ notice.


 






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We also ask that, if you
have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility
to be employed by the Company or limit the manner in which you may be employed. The Company acknowledges and consents to your continued
work at Stanford University up to three (3) days per month, provided that such work does not conflict with your duties and responsibilities
to the Company. It is the Company’s understanding that your agreement with Stanford University will not prevent you from performing the
duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the
Company, except for your work for Stanford University described above, you will not engage in any other employment, occupation, consulting
or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of
your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree
not to bring any third party confidential information to the Company, including that of any former employer, and that in performing your
duties for the Company you will not in any way utilize any such information.


 


As a Company employee, you
will be expected to continue to abide by the Company’s rules and standards. Specifically, if you have not already done so, you
will be required to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct.


 


As a condition of your
employment, you are also required to continue to comply with the At-Will Employment, Confidential Information, Invention Assignment
and Arbitration Agreement by and between you and the Company, dated August 7, 2015, which requires, among other provisions, the
assignment of patent rights to any invention made during your employment at the Company, and non-disclosure of Company proprietary
information. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company
agree that (i) any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you
are waiving any and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be
resolved by a neutral arbitrator who shall issue a written opinion, and (iv) the arbitration shall provide for adequate
discovery.


 


To accept the Company’s
offer, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. If you accept
our offer, your first day as Chief Executive Officer under the terms of this letter will be July 1, 2016. This letter, along with any
agreements relating to proprietary rights between you and the Company and any equity award agreements between you and the Company, set
forth the terms of your employment with the Company and supersede any prior representations or agreements including, but not limited
to, the Offer Letter between you and the Company, dated August 1, 2015, and any representations made during your recruitment, interviews
or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision,
may not be modified or amended except by a written agreement signed by you and another member of the Board.


 


We look forward to your favorable reply and to
working with you at Blade Therapeutics, Inc.


 


	 	Sincerely,
	 	 
	 	BLADE THERAPEUTICS, INC.
	 	 	 
	 	By:	/s/ Luke
Evnin         
	 	 	Luke Evnin
	 	Chairman



 


	Agreed to and accepted:	 
	 	 	 
	WENDYE ROBBINS, M. D.	 
	 	 	 
	Signature:		 
	 	 	 
	Date:	7/20/2016	 
	 	 	 
	Enclosures	 
	Duplicate Original Letter	 



 







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ANNEX A


 


DEFINITIONS


 


“Cause” for
Company (or a successor, if appropriate) means the service provider’s repeated failure, in the reasonable judgment of the Board, to substantially
perform his or her assigned duties or responsibilities as a service provider as directed or assigned by the Board (other than a failure
resulting from the service provider’s disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended)) after
written notice thereof from the Board to the service provider describing in reasonable detail the service provider’s failure to perform
such duties or responsibilities and the service provider having had the opportunity to address the Board, with counsel, regarding such
alleged failures and his or her failure to remedy same within 30 days of receiving written notice; (ii) the service provider engaging
in knowing and intentional illegal conduct that was or is materially injurious to the Company or its affiliates; (iii) the service provider’s
violation of a federal or state law or regulation directly or indirectly applicable to the business of the Company or its affiliates,
which violation was or is reasonably likely to be injurious to the Company or its affiliates; (iv) the service provider’s material breach
of the terms of any confidentiality agreement or invention assignment agreement between the service provider and the Company (or any affiliate
of the Company); or (v) the service provider being convicted of, or entering a plea of nolo contendere to, a felony or committing any
act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates.


 


“Change of Control” means
either: (1) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily
for the purpose of changing the domicile of the Company), unless the Company’s stockholders of record immediately prior to such transaction
or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting
power of the surviving or acquiring entity (provided that the sale by the Company of its securities for the purposes of raising additional
funds shall not constitute a Change of Control hereunder); or (2) a sale of all or substantially all of the assets of the Company.


 


“Good Reason” means
your resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence
of one or more of the following, without your express written consent: (i) a material reduction of your duties, position or responsibilities,
or the removal of you from such position and responsibilities, either of which results in a material diminution of your authority, duties
or responsibilities, unless you are provided with a comparable position (i.e., a position of equal or greater organizational level, duties,
authority, compensation and status); provided, however, that a reduction in duties, position or responsibilities solely by virtue of
the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains
as such following a Change in Control but is not made the Chief Executive Officer of the acquiring corporation) will not constitute “Good
Reason; (ii) a material reduction in your annual salary (except where there is a reduction applicable to the management team
generally); provided, however, that a reduction in your annual salary of ten percent (10%) or less in any one year will not be deemed
a material reduction; or (iii) a material change in the geographic location of your primary work facility or location; provided, that
a relocation of less than fifty (50) miles from your then present location or to your home as your primary work location will not be
considered a material change in geographic location. Your resignation will not be deemed to be for Good Reason unless you have first
provided the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety
(90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than
thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period.


 


 


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