AVEDRO, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2019 • Avedro Inc • Pharmaceutical preparations • New York
AVEDRO, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • Delaware
THIS SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 26th day of April, 2018, by and among Avedro, Inc., a Delaware corporation (the “Company”) and each holder of the Company’s Series AA Preferred Stock, $0.00001 par value per share (the “Series AA Preferred Stock”) and Series BB Preferred Stock, $0.00001 par value per share (the “Series BB Preferred Stock”) and Series CC Preferred Stock, $0.00001 par value per share (the “Series CC Preferred Stock” and together with the Series AA Preferred Stock and Series BB Preferred Stock, the “Preferred Stock”) listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any additional party that becomes a party to this Agreement in accordance with Section 6.9 hereof.
ContractWarrant Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”), by and between Avedro, Inc. (the “Company”) and [NAME] (the “Employee”), is entered into effective [DATE] (the “Effective Date”).
INDEMNITY AGREEMENTIndemnity Agreement • February 4th, 2019 • Avedro Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [ ], is made by and between AVEDRO, INC., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement terminates any and all previous indemnification agreements entered into by and between the Company and the Indemnitee.
Riboflavin 5’ Phosphate Sodium Commercial Supply AgreementCommercial Supply Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • New York
This Supply Agreement (the “Supply Agreement”) captures the terms and conditions associated with the supply by Cedarburg (as defined below) of GMP Riboflavin 5’ Phosphate Sodium to Avedro, Inc. for commercial use. This Supply Agreement shall be considered a “Contract” under the Master Services Agreement (“MSA”) by and between Avedro, Inc. (“Avedro”) and Cedarburg Pharmaceuticals, Inc. (“Cedarburg”) dated 27 November 2012 and the terms and conditions of the MSA shall govern this Supply Agreement, provided that, notwithstanding Section 2(c) of the MSA, in the event of any conflict between this Supply Agreement and the MSA, Avedro and Cedarburg expressly intend that the terms of this Supply Agreement shall alter the terms of the MSA solely with respect to ,the commercial supply provided under this Supply Agreement.
COMMERCIAL FILL/FINISH SERVICES AGREEMENTCommercial Fill/Finish Services Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • New York
This COMMERCIAL FILL/FINISH SERVICES AGREEMENT (the “Agreement”) is entered into as of the 19th day of December, 2014 (“Effective Date”) by and between AVEDRO, Inc. (“Clients”), and AJINOMOTO ALTHEA, INC., a Delaware corporation, with a place of business located at 11040 Roselle Street, San Diego, CA 92121 (“Althea”);
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective September 23, 2016 (the “Effective Date”), by and between Avedro, Inc. (the “Company”) and Reza Zadno, Ph.D. (the “Employee”).
MASTER SERVICES AGREEMENTMaster Services Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • Massachusetts
This Master Services Agreement (the “Agreement”) is made and entered into as of November 27, 2012 (the “Effective Date”) by and between Cedarburg Hauser Pharmaceuticals (the “COMPANY”), a company with its principal place of business at 870 Badger Circle, Grafton WI 53024 U.S.A. and Avedro, Inc. (“Avedro”) with offices at 230 Third Avenue, Waltham MA 02451 U.S.A. Cedarburg Hauser Pharmaceuticals is a trade name used by Cedarburg Pharmaceuticals, Inc. (“Cedarburg”) and its wholly owned subsidiary, InBHauser Pharmaceutical Services, Inc. (“Hauser”). This MSA, however, is between Avedro and the legal entity of Cedarburg only; Hauser is not party to this agreement. COMPANY and Avedro are sometimes collectively referred to herein as the “Parties,” and each individually as a “Party.”
PATENT LICENSE AND PURCHASE AGREEMENTPatent License and Purchase Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations
THIS PATENT LICENSE AND PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of April 4, 2015 (the “Effective Date”), by and between AVEDRO, INC., a corporation established under the laws of the State of Delaware, and having a place of business in 230 Third Avenue, Waltham, Massachusetts, 02451, United States, (“Avedro”) and IROC Innocross AG (formerly known as Falcon Trading AG), A corporation established under the laws of Switzerland, having its registered offices at Bahnhofstrasse 21, CH-6300 Zug, Switzerland (“IROC Innocross”). Avedro and Mrochen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED AGREEMENT (hereinafter, the “Agreement”) is effective as of the 31st day of July, 2017, between the CALIFORNIA INSTITUTE OF TECHNOLOGY (“Caltech”), a not-for-profit corporation duly organized and existing under the laws of the State of California with an address at 1200 East California Boulevard, MC 6-32, Pasadena, California 91125 and Avedro, Inc. (“Licensee”), a corporation having a place of business at 230 Third Avenue, Waltham, Massachusetts 02451 (each a “Party” and together the “Parties”).
ContractFramework Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
FIRST AMENDMENT TO LEASELease • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (“Amendment”) is dated as of March 27, 2017 (the “Effective Date”) and made between NWP Building 32 LLC (“Landlord”) and Avedro, Inc. (“Tenant”).
VOTING AGREEMENTVoting Agreement • August 7th, 2019 • Avedro Inc • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT, dated as of August 7, 2019 (this “Voting Agreement”), among Glaukos Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder of Avedro, Inc., a Delaware corporation (the “Company”), listed on the signature page hereto (the “Stockholder”).
CREDIT AGREEMENT dated as of March 20, 2017 by and between AVEDRO, INC., as the Borrower, and ORBIMED ROYALTY OPPORTUNITIES II, LP, as the LenderCredit Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT dated as of March 20, 2017 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between AVEDRO, INC., a Delaware corporation (the “Borrower”) and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ContractFramework Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations
This amendment to the License Agreement (the “Second Amendment”), effective on the date last signed below (“Effective Date”), is by and between Avedro, Inc, a corporation having a place of business at 230 Third Ave, Waltham, MA 02451 (“Avedro”), and California Institute of Technology, a not-for-profit corporation duly organized and existing under the laws of the State of California with an address at 1200 East California Boulevard, MC 6-32, Pasadena, California 91125 (“Caltech”; Avedro and Caltech together are the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among GLAUKOS CORPORATION, ATLANTIC MERGER SUB, INC. and AVEDRO, INC. Dated as of August 7, 2019Merger Agreement • August 7th, 2019 • Avedro Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 7, 2019 (this “Agreement”), by and among Glaukos Corporation, a Delaware corporation (“Parent”), Atlantic Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Avedro, Inc., a Delaware corporation (the “Company”).
NORTHWEST PARK OFFICE LEASE BY AND BETWEEN NWP BUILDING 32 LLC (AS LANDLORD) AND AVEDRO, INC. (AS TENANT) FOR PREMISES AT 30 NORTH AVENUE BURLINGTON, MASSACHUSETTSOffice Lease • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • Massachusetts
ContractWarrant Agreement • January 18th, 2019 • Avedro Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
AVEDRO, INC.Amendment of Certain Stock Options • November 18th, 2019 • Avedro Inc • Pharmaceutical preparations
As you know, Avedro, Inc. (“Avedro”) has entered into an Agreement and Plan of Merger with Glaukos Corporation (“Glaukos”) and certain other parties, dated August 7, 2019 (the “Merger Agreement”), pursuant to which Avedro will merge with a subsidiary of Glaukos (the “Merger”), with Avedro continuing as a subsidiary of Glaukos following the Merger. In connection with the Merger, outstanding equity awards granted by Avedro will be assumed by Glaukos, with the number of shares subject to each outstanding Avedro option, and the exercise price of each outstanding Avedro option, to be adjusted as provided in the Merger Agreement.
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2019 • Avedro Inc • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”), by and between Avedro, Inc. (the “Company”) and [NAME] (the “Employee”), is entered into effective [DATE] (the “Effective Date”).
