ANY DIRECT OR INDIRECT ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B)
MAKES THIS WAIVER VOLUNTARILY, AND (C) ACKNOWLEDGES THAT EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
CONTAINED IN THIS SECTION 5.15.
[Remainder of page intentionally left blank]
15
IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as
of the date first written above.
COMPANY:
TESARO, INC.
By:
/s/ Joseph L. Farmer
Name:
Joseph L. Farmer
Title:
Senior Vice President and General Counsel
Address:
1000 Winter Street
Suite #3300
Waltham, MA 02451
[Signature Page to Stock Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as
of the date first written above.
PURCHASER:
Johnson & Johnson Innovation-JJDC, Inc.
By:
/s/ Marian T. Nakada
Name:
Marian T. Nakada
Title:
VP Venture Investments
Address:
410 George Street
New Brunswick, NJ
08901
[Signature Page to Stock Purchase Agreement]
EXHIBIT A
Investor Agreement
See attached.
INVESTOR AGREEMENT
INVESTOR AGREEMENT
THIS INVESTOR AGREEMENT (this "Agreement") is made as of April 5, 2016, by and
between TESARO, Inc., a Delaware corporation (the "Company"), and Johnson &
Johnson Innovation-JJDC, Inc., a New Jersey corporation (the "Investor").
WHEREAS, the Stock Purchase Agreement, dated as of the date hereof, by and
between the Company and the Investor (the "Purchase Agreement") provides for the
issuance and sale by the Company to the Investor, and the purchase by the
Investor, of a number of shares (such shares, the "Purchased Shares") of the
Company's common stock, par value $0.0001 per share (the "Common Stock");
WHEREAS, as a condition to consummating the transactions contemplated by the
Purchase Agreement, the Investor and the Company have agreed upon certain rights
and restrictions as set forth herein with respect to the Purchased Shares and
other securities of the Company beneficially owned by the Investor and its
Affiliates; and
WHEREAS, simultaneously with the execution of the Purchase Agreement, the
Company and Janssen Biotech, Inc., an Affiliate of the Investor, entered into
the Collaboration Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1.
Definitions. As used in this Agreement, the following terms
shall have the following meanings:
1.1
"Affiliate" means, with respect to any Person, another Person that
controls, is controlled by or is under common control with such Person;
provided, that with respect to the Investor, the term "Affiliate" shall not
include (a) any employee benefit plan of the Investor, (b) any officer or
director of the Investor, (c) any officer or director of any Affiliate of the
Investor, or (d) any