LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 19th, 2012 • Paratek Pharmaceuticals 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 November 2, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), 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 Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and PARATEK PHARMACEUTICALS, INC., a Delaware corporation with offices located at 75 Kneeland Street, Boston, MA 02111 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ContractWarrant Agreement • November 19th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
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.
INCENTIVE STOCK OPTION AGREEMENT PARATEK PHARMACEUTICALS, INC.Incentive Stock Option Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT made as of the day of , 200 (the “Effective Date”), between PARATEK PHARMACEUTICALS, INC. (the “Company”), a Delaware corporation having a principal place of business in the Commonwealth of Massachusetts, and , an employee of the Company (the “Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 12th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 , by and between Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and (“Agent”).
NON-QUALIFIED STOCK OPTION AGREEMENT PARATEK PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT made as of the day of , (the “Effective Date”), between PARATEK PHARMACEUTICALS, INC. (the “Company”), a Delaware corporation having a principal place of business in Boston, Massachusetts, and (the “Participant”).
ASSIGNMENT, ASSUMPTION, AMENDMENT AND CONSENTAssignment, Assumption, Amendment and Consent • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Assignment, Assumption, Amendment and Consent (this “Agreement”) is made as of September 1, 2001, by and among the TRUSTEES OF TUFTS COLLEGE, a Massachusetts not-for-profit corporation (the “Assignor”), PARATEK PHARMACEUTICALS, INC., a Delaware corporation (“Assignee”) and KING REAL ESTATE CORPORATION, AS TRUSTEE OF KNEELAND STREET REAL ESTATE TRUST (“Landlord”).
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between WARNER CHILCOTT COMPANY, INC. and PARATEK PHARMACEUTICALS, INC. July 2, 2007Collaborative Research and License Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Collaborative Research and License Agreement (this “Agreement”) is made and entered into as of July 2, 2007 (the “Effective Date”) between Paratek Pharmaceuticals, Inc., a Delaware corporation with offices at 75 Kneeland Street, Boston, MA 02111 (“Paratek”), and Warner Chilcott Company, Inc., a corporation organized and existing under the laws of Puerto Rico with offices at Union Street, Road 195 Km 1.1, Fajardo, PR 00738 (“WCCI”). Each of WCCI and Paratek is sometimes referred to individually herein as a “Party” and WCCI and Paratek are sometimes collectively referred to herein as the “Parties.”
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 12th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This First Amendment (the “Amendment”) to the Third Amended and Restated Investor Rights Agreement, dated October 19, 2007, by and among (i) Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (ii) the holders of the Company’s common stock listed on Exhibit A (referred to herein individually as a “Founder” and collectively as the “Founders”), (iii) the Series C Investors listed on Exhibit B (the “Series C Investors”), (iv) the Series D Investors listed on Exhibit C (the “Series D Investors”), (v) the Series F Investors listed on Exhibit D (the “Series F Investors”) and (vi) the Series H Investors listed on Exhibit E (the “Series H Investors” and together with the Series C Investors, Series D Investors, Series F Investors, the “Investors”), is made as of August 6, 2009.
PARATEK PHARMACEUTICALS, INC. Boston, Massachusetts 02111 August 16, 2010Employment Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This letter is to confirm our understanding with respect to your employment by Paratek Pharmaceuticals, Inc. (the “Company”). In consideration of the mutual promises and covenants contained in this letter agreement (this “Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of June 30, 1999 by and among Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Glaxo Group Limited, a corporation organized under the laws of England (the “Purchaser” or the “Investor”).
TUFTS UNIVERSITY LICENSE AGREEMENTLicense Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Agreement is made and entered into as of February 1, 1997 (“the Effective Date”), by and between Paratek Pharmaceuticals, Inc., a Delaware corporation having an address of P.O. Box 1525, Boston, Massachusetts 02117-1525 (“Licensee”) and Tufts University, a/k/a Trustees of Tufts College, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having a principal office at Medford, Massachusetts 02155 (“Tufts”).
NON-QUALIFIED STOCK OPTION AGREEMENT PARATEK PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT made as of the day of , (the “Effective Date”), between PARATEK PHARMACEUTICALS, INC. (the “Company”), a Delaware corporation having a principal place of business in Boston, Massachusetts, and (the “Participant”).
ContractWarrant Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Form of Post-IPO Note]Post-Ipo Note • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Note (this “Note”) is one of a series of notes (collectively, the “Notes”) issued pursuant to Section 2.12 of that certain Note and Stock Purchase Agreement, dated as of October __, 2012, between the Issuer and the holders party thereto (as amended from time to time, the “October Purchase Agreement”) and is entitled to the benefits of the October Purchase Agreement. By acceptance of this Note, the Holder and the Issuer each hereby agree that each of the Notes shall rank equally and ratably without priority over one another, and the Issuer covenants and agrees that none of the Notes shall be paid, in whole or in part, unless a reasonably equivalent, pro rata payment is made with respect to all other Notes so as to maintain as near as possible the amount owing under the Notes pro rata according to the respective balances owed as of the date immediately prior to such payment. Capitalized terms used in this Note and not otherwise defined in this Note shall have the meanings given to s
Form of Pre-IPO Note]Pre-Ipo Note • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This note is either (y) one of a series of notes (the “Prior Closing Notes”) originally issued pursuant to that certain Non-Convertible Note Purchase Agreement, dated as of February 13, 2012, between the Issuer and the holders party thereto (as amended pursuant to the October Purchase Agreement, and as amended from time to time, the “Original Purchase Agreement”) and subsequently exchanged for a series of notes issued in exchange for such Prior Closing Notes pursuant to that certain Note and Stock Purchase Agreement, dated as of October __, 2012, between the Issuer and the holders party thereto (as amended from time to time, the “October Purchase Agreement”) or (z) one a series of similar notes issued at the Third Closing or a Subsequent Closing under the October Purchase Agreement (individually, this “Pre-IPO Note” and collectively, the “Pre-IPO Notes”). in each case entitled to the benefits of the Original Purchase Agreement, if applicable, and the October Purchase Agreement. By acce
PARATEK PHARMACEUTICALS, INC. Stuart B. Levy, M.D. Deferred Compensation AgreementDeferred Compensation Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
AGREEMENT relating to deferred compensation by and between Paratek Pharmaceuticals, Inc. (the “Company”) and Stuart B. Levy, M.D. (“Dr. Levy”).
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This First Amendment (the “Amendment”) to the Third Amended and Restated Investor Rights Agreement, dated October 19, 2007, by and among (i) Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (ii) the holders of the Company’s common stock listed on Exhibit A (referred to herein individually as a “Founder” and collectively as the “Founders”), (iii) the Series C Investors listed on Exhibit B (the “Series C Investors”), (iv) the Series D Investors listed on Exhibit C (the “Series D Investors”), (v) the Series F Investors listed on Exhibit D (the “Series F Investors”) and (vi) the Series H Investors listed on Exhibit E (the “Series H Investors” and together with the Series C Investors, Series D Investors, Series F Investors, the “Investors”), is made as of August 6, 2009.
ContractNote • September 27th, 2012 • Paratek Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND STATE SECURITIES LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
