ACHAOGEN, INC. COMMON STOCK SALES AGREEMENTSales Agreement • April 7th, 2015 • Achaogen Inc • Pharmaceutical preparations • New York
Achaogen, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2017 • Achaogen Inc • Pharmaceutical preparations • New York
ACHAOGEN, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 12th, 2014 • Achaogen Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [—] by and between Achaogen, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2016 • Achaogen Inc • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is made as of June 1, 2016 (the “Effective Date”), by and among Achaogen, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such persons and entities are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser.”
ACHAOGEN, INC. $50,000,000 COMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • February 27th, 2018 • Achaogen Inc • Pharmaceutical preparations • New York
Achaogen, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
ACHAOGEN, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 10th, 2015 • Achaogen Inc • Pharmaceutical preparations • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and Achaogen, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
ACHAOGEN, INC.Stock Option Agreement • January 24th, 2014 • Achaogen Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2003 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • January 24th, 2014 • Achaogen Inc • 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 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.
ContractWarrant Agreement • January 24th, 2014 • Achaogen Inc • 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 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.
ACHAOGEN, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 6, 2013Investors’ Rights Agreement • January 24th, 2014 • Achaogen Inc • Pharmaceutical preparations • California
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of March 6, 2013, by and among Achaogen, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.1.
SUMMARY OF BASIC LEASE INFORMATIONLease • November 7th, 2016 • Achaogen Inc • Pharmaceutical preparations
This Summary of Basic Lease Information ("Summary") is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.
ContractWarrant Agreement • January 24th, 2014 • Achaogen Inc • 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 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2016 • Achaogen Inc • Pharmaceutical preparations • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 1, 2016, by and among Achaogen, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
LICENSE AGREEMENTLicense Agreement • February 27th, 2014 • Achaogen Inc • Pharmaceutical preparations • California
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of January 25, 2006 (the “Effective Date”), by and between Achaogen, Inc., a Delaware corporation (“Achaogen”), and Isis Pharmaceuticals, Inc., a Delaware corporation (“Isis”). Achaogen and Isis each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
Success Fee AgreementSuccess Fee Agreement • August 10th, 2015 • Achaogen Inc • Pharmaceutical preparations • New York
Reference is made to the Loan and Security Agreement, dated as of August 5, 2015 (the “Loan Agreement”) by and among Solar Capital Ltd., a Maryland corporation (“SolarCap”), as collateral agent (in such capacity, “Collateral Agent”), the lenders party thereto from time to time including SolarCap in its capacity as a lender (each a “Lender” and collectively, the “Lenders”), and Achaogen, Inc., a Delaware corporation (“Borrower”). As a condition precedent to the Lenders’ entry into the Loan Agreement, the Lenders require that Borrower agree to pay to the Lenders a fee upon the occurrence of certain events (as described herein). Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Loan Agreement.
EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN ACHAOGEN AND THE UNIVERSITY OF WASHINGTON UW UW REFERENCE: [***] UW TECHTRANSFER, INVENTION LICENSING NEGOTIATED BY ANGELA LOIHL, PH.D., M.B.A.Exclusive Patent License Agreement • February 27th, 2014 • Achaogen Inc • Pharmaceutical preparations • Washington
THIS AGREEMENT is dated and effective as of the date of last signature (the “Effective Date”), and is made by and between the University of Washington, a public institution of higher education and an agency of the state of Washington (“University”), and Achaogen, a corporation under the laws of the state of Delaware (“Company”).
DEVELOPMENT SERVICES AGREEMENT BETWEEN ACHAOGEN INC. AND ARK DIAGNOSTICS, INC. August 19, 2013Development Services Agreement • February 27th, 2014 • Achaogen Inc • Pharmaceutical preparations • California
This Development Services Agreement (this “Agreement”), effective as of August 19, 2013 (the “Effective Date”), is made by and between Achaogen Inc. (“Achaogen”), a corporation with offices at 7000 Shoreline Court, Suite 371, South San Francisco, California 94080, and ARK Diagnostics, Inc. (“Ark”), a corporation with offices at 48089 Fremont Boulevard, Fremont, California 94538 (each a “Party,” and collectively the “Parties”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 18th, 2019 • Achaogen, Inc. • Pharmaceutical preparations • California
This Intellectual Property Security Agreement (this “Agreement”) is entered into as of April 12, 2019 by and between SILICON VALLEY BANK, a California corporation, with a loan production office located 505 Howard Street, 3rd Floor, San Francisco, California 94105 (“Bank”) and ACHAOGEN, INC., a Delaware corporation with its principal place of business located at One Tower Place, Suite 300, South San Francisco, California 94080 (“Grantor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2013 • Achaogen Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 1, 2011 (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, the “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 and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“SVB”) (each a “Lender” and collectively, the “Lenders”), and ACHAOGEN, INC., a Delaware corporation with offices located at 7000 Shoreline Ct., Suite 371, South San Francisco, California 94080 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
WARRANT TO PURCHASE SHARES OF COMMON STOCK OFWarrant Agreement • June 24th, 2016 • Achaogen Inc • Pharmaceutical preparations • California
This Warrant is issued to _________________, or its registered assigns (including any successors or assigns, the “Holder”), pursuant to that certain Securities Purchase Agreement, dated as of June 1, 2016, among Achaogen, Inc., a Delaware corporation (the “Company”), the Holder and certain other parties thereunder (the “Purchase Agreement”) and is subject to the terms and conditions of the Purchase Agreement.
TO DEVELOPMENT SERVICES AGREEMENTDevelopment Services Agreement • April 13th, 2015 • Achaogen Inc • Pharmaceutical preparations
This Amendment No. 1 to Development Services Agreement (the “Amendment”) is dated as of April 1, 2014 (the “Effective Date”), is between ACHAOGEN, INC. (“Achaogen”) and ARK Diagnostics, Inc. (“Ark”) and is issued pursuant to the Development Services Agreement (the “Agreement”) dated August 19, 2013, by and between Achaogen and Ark who are sometimes hereinafter jointly referred to as the “Parties” to this Amendment.
FOURTH AMENDMENT TO LEASELease • April 1st, 2019 • Achaogen, Inc. • Pharmaceutical preparations
This FOURTH AMENDMENT ("Fourth Amendment") is made and entered effective as of November 29, 2018, by and between AP3-SF2 CT SOUTH LLC, a Delaware limited liability company ("Landlord") and ACHAOGEN, INC., a Delaware corporation ("Tenant").
FIRST AMENDMENT TO LEASE One Tower PlaceLease • August 8th, 2017 • Achaogen Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of the 7th day of April, 2017, by and between AP3-SF2 CT SOUTH, LLC, a Delaware limited liability company ("Landlord") and ACHAOGEN, INC., a Delaware corporation ("Tenant").
THIRD AMENDMENT TO LEASELease • November 8th, 2017 • Achaogen Inc • Pharmaceutical preparations
This THIRD AMENDMENT TO LEASE ("Third Amendment") is made and entered effective as of August 17, 2017, by and between AP3-SF2 CT SOUTH LLC, a Delaware limited liability company ("Landlord") and ACHAOGEN, INC., a Delaware corporation ("Tenant").
Amendment No. 2 to EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • January 24th, 2014 • Achaogen Inc • Pharmaceutical preparations
This amendment (“Amendment No. 2”) to the Exclusive Patent License Agreement is entered into by and between the University of Washington, a public institution of higher education and an agency of the state of Washington (“University”) and Achaogen, Inc., a corporation organized under the laws of the state of Delaware (“Company”), effective as of January 5, 2011 (the “Amendment No. 2 Effective Date”).
SEPARATION AGREEMENTSeparation Agreement • March 15th, 2016 • Achaogen Inc • Pharmaceutical preparations • California
This Separation Agreement (the “Agreement”) by and between Derek Bertocci (“Executive”) and Achaogen, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2015 • Achaogen Inc • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of August 5, 2015 (the “Effective Date”) among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a lender (together with any other lenders party hereto, the “Lenders” and each, a “Lender”), and Achaogen, Inc., a Delaware corporation with offices located at 7000 Shoreline Court, Suite 371, South San Francisco, California 94080 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 27th, 2018 • Achaogen Inc • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 26, 2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94105 (“Bank”), and ACHAOGEN, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • May 8th, 2017 • Achaogen Inc • Pharmaceutical preparations • California
This Transition and Separation Agreement (the “Agreement”) by and between Dr. Ian Friedland (“Executive”) and Achaogen, Inc., a Delaware corporation (the “Company”), is made effective as March 15, 2017 (the “Effective Date”) with reference to the following facts:
ACHAOGEN, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 14th, 2017 • Achaogen Inc • Pharmaceutical preparations • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between [__________] (“Executive”) and Achaogen, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
January 25, 2006License Agreement • January 24th, 2014 • Achaogen Inc • Pharmaceutical preparations
March 27, 2014 Dennis Hom [PRIVATE ADDRESS] Dear Dennis,Severance Agreement • May 12th, 2014 • Achaogen Inc • Pharmaceutical preparations • California
In connection with the termination of your employment at Achaogen (the “Company”), which is effective March 31, 2014 (the “Separation Date”), the Company will provide you with the severance benefits set forth in Paragraph 1 if you sign this agreement no earlier than the Separation Date and no later than April 8, 2014. By signing and returning this agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the paragraphs below, including the release of claims set forth in Paragraphs 2 and 3. Except as set forth in Paragraph 4 herein, you will not be required to render any further services to the Company, whether as an employee, consultant or independent contractor, following the Separation Date, and the termination of your employment with the Company on such Separation Date will accordingly constitute a “Separation from Service” within the meaning of such term under Section 409A of the Internal Revenue Code of
ASSET PURCHASE AGREEMENT by and between ACHAOGEN, INC., SELLER andAsset Purchase Agreement • June 26th, 2019 • Achaogen, Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 20, 2019, by and between Achaogen, Inc., a Delaware corporation (the “Seller”), and Cipla USA Inc., a Delaware corporation (the “Purchaser”).
COLLABORATIVE DEVELOPMENT AND COMMERCIALIZATION AGREEMENTCollaborative Development and Commercialization Agreement • May 8th, 2017 • Achaogen Inc • Pharmaceutical preparations • Delaware
This Collaborative Development and Commercialization Agreement (“Agreement”) is entered into as of April 26, 2016 (“Effective Date”) by and between Microgenics Corporation (hereinafter “Microgenics”), having its principal place of business at 46500 Kato Road, Fremont, California 94538, and Achaogen Inc. (hereinafter “Achaogen”), having a place of business at 7000 Shoreline Court, #371, South San Francisco, California 94080. Both Microgenics and Achaogen are referred to herein individually as a “Party” and collectively as the “Parties.”
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ACHAOGEN, INC.Warrant Agreement • December 18th, 2013 • Achaogen Inc • Pharmaceutical preparations • California
This Warrant is issued to FRED HUTCHINSON CANCER RESEARCH CENTER (“FHCRC”) by Achaogen, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Materials Transfer and Research License Agreement dated as of December , 2004, by and between the Company and FHCRC.
