89BIO, INC. (a Delaware corporation) 15,135,135 Shares of Common Stock Pre- Funded Warrants to Purchase 1,081,081 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2023 • 89bio, Inc. • Pharmaceutical preparations • New York
Contract89bio, Inc. • June 4th, 2021 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
COMMON STOCK PURCHASE WARRANT 89bio, Inc.Common Stock Purchase • July 1st, 2022 • 89bio, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on July 1, 2024, (the “Termination Date”) but not thereafter, to subscribe for and purchase from 89bio, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.001 par value per share, of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 13th, 2020 • 89bio, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 7, 2020 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, including SVB in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and 89BIO, INC., a Delaware corporation with offices located at 142 Sansome Street, 2nd Floor, San Francisco, CA 94104 (“89Bio”), 89BIO MANAGEMENT, INC., a Delaware corporation with offices located at 142 Sansome Street, 2nd Floor, San Francisco, CA 94104 (“89Bio Management”), and 89BIO LTD, an Israeli company with offices located at 6 Hamada Street, Herzliya, Israel 4673340 (“89Bio Israel” or “ISR Borrower”) (89Bio, 89Bio Management
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2019 • 89bio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [ ] (the “Effective Date”) by and between 89bio, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 11th, 2019 • 89bio, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 17th day of September, 2019, by and among 89bio, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional purchaser that becomes a party to this Agreement in accordance with Section 6.9 hereof.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 6th, 2023 • 89bio, Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 4, 2023 (the “Closing Date”) is entered into among 89BIO, INC., a Delaware corporation (“Parent”, and in its capacity as representative of any Borrowers hereunder from time to time, “Borrower Representative”), each other Person party hereto as a borrower from time to time (together with Borrower Representative, collectively, “Borrowers”, and each, a “Borrower”), each Person party hereto as a guarantor from time to time (together with each other guarantor with respect to the Obligations, collectively “Guarantors”, and each a “Guarantor”, and together with Borrowers, collectively “Loan Parties” and each, a “Loan Party”; the Loan Parties as of the Closing Date are set forth on Schedule 1A hereto), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lende
89bio, Inc. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • March 25th, 2021 • 89bio, Inc. • Pharmaceutical preparations • New York
89bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC and Cantor Fitzgerald & Co. (collectively the “Agents,” and each individually an “Agent”), as follows:
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Sublicense Agreement • October 11th, 2019 • 89bio, Inc. • Pharmaceutical preparations • New York
This Sublicense Agreement (the “Agreement”) is made and entered into as of April 16th, 2018, by and between 89Bio, Ltd. a company organized under the laws of Israel (“Company”), and ratiopharm GmbH company a company organized under the laws of Germany (“Teva”). This Sublicense Agreement shall become effective upon the closing of the Asset Purchase Agreement, as defined below, (the “Effective Date”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2021 • 89bio, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 30, 2021, by and between SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement or otherwise a party hereto from time to time, including SVB in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and 89BIO, INC., a Delaware corporation with offices located at 142 Sansome Street, 2nd Floor, San Francisco, CA 94104 (“89Bio”), 89BIO MANAGEMENT, INC., a Delaware corporation with offices located at 142 Sansome Street, 2nd Floor, San Francisco, CA 94104 (“89Bio Management”), and 89BIO LTD, an Israeli company with offices located at 6 Hamada Street, Herzliya, Israel 4673340 (“89Bio Israel” or “ISR Borrower”) (89Bio, 89Bio Management, and 89Bio Israel, individually and collectively
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 23rd, 2019 • 89bio, Inc. • Pharmaceutical preparations • Delaware
This Contribution and Exchange Agreement (this “Agreement”) is made and entered into as of September 17, 2019 by and among 89bio, Inc., a Delaware corporation (“NewCo”), 89bio Ltd., an Israeli private limited liability company (“OldCo”), and (i) each holder of issued and outstanding Ordinary Shares (as defined in the Amended Articles of Association of OldCo (the “Articles”)) (each, an “Ordinary Shareholder” and, collectively, the “Ordinary Shareholders”), (ii) each holder of issued and outstanding Preferred A Shares (as defined in the Articles) (each, a “Preferred Shareholder” and, collectively, the “Preferred Shareholders”) and (iii) each holder of issued and outstanding options to purchase Ordinary Shares, (each, an “Option Holder” and, collectively, the “Option Holders” and, together with the Ordinary Shareholders and the Preferred Shareholders, the “Equityholders”), each as indicated on Exhibit A hereto.
EMPLOYMENT AGREEMENT This Agreement constitutes an advance notice to the Employee under the Notice to the Employee Law (Employment Terms), 2002Employment Agreement • October 11th, 2019 • 89bio, Inc. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (this “Agreement” dated as of April 23, 2018, is made and entered by and between 89bio Ltd., a company organized under the laws of the state of Israel, whose registered address is 89 Medinat HaYehudim St., Herzliya, Israel (the “Company” and Ram Waisbourd (the “Employee”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MASTER SERVICES AGREEMENT between 89bio Ltd....Master Services Agreement • September 23rd, 2019 • 89bio, Inc. • Pharmaceutical preparations
WHEREAS, BTPH has certain expertise and experience relating to providing research, process-development and manufacturing services in the field of biotechnology;
AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Agreement constitutes an advance notice to the Employee under the Notice to the Employee Law (Employment Terms), 2002Employment Agreement • September 14th, 2020 • 89bio, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 28, 2020, (the “Effective Date”) is made and entered by and between 89bio Ltd., a company organized under the laws of the state of Israel, whose registered address is 6 Hamada St., Herzliya, Israel (the “Company”) and Ram Waisbourd (ID No. 022879340) of 30 Ben Yosef St., Tel Aviv, Israel (the “Employee”).
KING & CO. investment management inc. FIRST AMENDMENT TO OFFICE LEASE KINGS BUILDING 142 SANSOME STREET, SAN FRANCISCOOffice Lease • November 12th, 2021 • 89bio, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO OFFICE LEASE is made as of this 27th day of July 2021, between King Family Irrevocable Trust, as Landlord, and 89bio, Inc., a Delaware Corporation, as Tenant.
ASSET TRANSFER AND LICENSE AGREEMENT - FGF-21Asset Transfer and License Agreement • October 11th, 2019 • 89bio, Inc. • Pharmaceutical preparations
THIS ASSET TRANSFER AND LICENSE AGREEMENT – FGF-21 (this “Agreement”), dated as of the 16th day of April, 2018 (the “Effective Date”), is by and between (a) 89Bio Ltd. (“Company”) on the one hand, and (b) Ratiopharm GmbH, Teva Branded Pharmaceutical Products R&D, Inc. and Teva Pharmaceutical Industries Ltd, (collectively “Teva”) on the other. Company, on the one hand, and Teva, on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
AMENDMENT NO. 1 TO THE SALES AGREEMENTSales Agreement • February 16th, 2023 • 89bio, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Sales Agreement (this “Amendment”) is entered into as of the date first written above by 89bio, Inc., a Delaware corporation (the “Company”), and SVB Securities LLC and Cantor Fitzgerald & Co. (collectively the “Agents,” and each individually an “Agent”), that are parties to that certain Sales Agreement, dated March 25, 2021 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
Contract89bio, Inc. • February 2nd, 2023 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, PURSUANT TO AN EXEMPTION FROM REGISTRATION, INCLUDING PURSUANT TO RULE 144 OF THE ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)(7) OF THE ACT.
142 SANSOME STREET Office Lease89bio, Inc. • March 18th, 2020 • Pharmaceutical preparations
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MASTER SERVICES AGREEMENTMaster Services Agreement • May 8th, 2023 • 89bio, Inc. • Pharmaceutical preparations • Delaware
This Master Services Agreement (the “Agreement”) is entered into as of February 10th, 2023 (the “Effective Date”) by and between 89BIO, INC., a Delaware corporation (“89bio”), with its principal place of business located at 142 Sansome Street, 2nd Floor, San Francisco, CA 94104, USA, and BiBo Biopharma Engineering Co., Ltd. with its principal place of business located at Building 6,22,28, No.356 Zhengbo Road, China (Shanghai) Pilot Free Trade Zone LIN-GANG Special Area, Shanghai 201413, P.R. China (“Provider”). 89bio and Provider are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. REAGENT SUPPLY AND TECHNOLOGY TRANSFER...Reagent Supply and Technology Transfer Agreement • October 11th, 2019 • 89bio, Inc. • Pharmaceutical preparations
WHEREAS, SUPPLIER and BUYER agreed to enter into a supply agreement (“Agreement”) to serve as the general framework for, and to govern the supply of [***], [***] and [***] by SUPPLIER to BUYER or its Affiliates; and
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2021 • 89bio, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of May 28, 2021, by and between SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement or otherwise a party hereto from time to time, including SVB in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and 89BIO, INC., a Delaware corporation with offices located at 142 Sansome Street, 2nd Floor, San Francisco, CA 94104 (“89Bio”), 89BIO MANAGEMENT, INC., a Delaware corporation with offices located at 142 Sansome Street, 2nd Floor, San Francisco, CA 94104 (“89Bio Management”), and 89BIO LTD, an Israeli company with offices located at 6 Hamada Street, Herzliya, Israel 4673340 (“89Bio Israel” or “ISR Borrower”) (89Bio, 89Bio Management, and 89Bio Israel, individually and collectively, j
