XERIS PHARMACEUTICALS, INC., Issuer AND Trustee INDENTURE Dated as of June 30, 2020 Senior Debt SecuritiesIndenture • July 1st, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
7,400,000 Shares of Common Stock Xeris Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 6th, 2019 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 10th, 2019 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of September 10, 2019 (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 and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 180 North LaSalle Street, Suite 1600, Chicago, IL 60601 (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of February 28, 2018 b
LEASE AGREEMENTLease Agreement • March 21st, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 29 day of September, 2017, between ARE-SD REGION NO. 30, LLC, a Delaware limited liability company (“Landlord”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
XERIS PHARMACEUTICALS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
XERIS PHARMACEUTICALS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
XERIS PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2021 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
This Employment Agreement (“Agreement”) is made as of the 28th day of July 2021, between Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Steven Pieper (the “Executive”) and is effective as of the date written above (the “Effective Date”).
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • February 11th, 2019 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
Xeris/Bachem Quality Assurance AgreementQuality Assurance Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
This Quality Assurance Agreement (the “Quality Assurance Agreement”) is made as of November 20, 2015 (“Effective Date”) between Bachem AG, an entity organized under the laws of Switzerland, with its principal place of business at Hauptstrasse 144, CH-4416 Bubendorf, Switzerland (“Bachem”), and Xeris Pharmaceuticals, Inc. an entity organized under the laws of Texas with its principal place of business at 3208 Red River Street, Suite 300, Austin, TX 78705, USA (“Xeris”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Api Supply Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
This API Supply Agreement (“Agreement”) is made as of the January I, 2018 (“Effective Date”), by and between Xeris Pharmaceuticals, Inc., a Delaware Corporation, with a place of business at 180 N. LaSalle Street, Suite 1800, Chicago, Illinois 60601, USA (“XERIS”). and Bachem Americas, Inc., a California Corporation, with a place of business at 3132 Kashiwa Street, Torrance, CA 90505, USA (“BACHEM”). XERIS and BACHEM may be referred to individually as a “Party” or collectively as the “Parties.”
Xeris Pharmaceuticals, Inc. 5.00% Convertible Senior Notes due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
JOINDER AND SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 5th, 2021 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS JOINDER AND SIXTH AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 5, 2021, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto 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 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation (“Existing Borrower”) XERIS BIOPHARMA HOLDINGS, INC. a Delaware corporation (“Holdings”), STRONGBRIDGE U.S. INC., a Delaware corporation (“Strongbridge” and together with Holdings, each a “New Borrower” and collective
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2021 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS FIFTH AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of May 3, 2021, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto 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 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 180 North LaSalle Street, Suite 1600, Chicago, IL 60601 (“Borrower”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Joint Development Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS JOINT DEVELOPMENT AGREEMENT (the “Agreement”) is entered into as of January 29, 2016 (the “Effective Date”) and is made by and between Xeris Pharmaceuticals, Inc., a Delaware corporation, with its principal office at 3208 Red River Street, Suite 300, Austin, TX 78705, USA (“XPI”) and Scandinavian Health Limited, a company existing under the laws of Hong Kong, having its principal office at Room 810, Argyle Centre, Phase 1, 688 Nathan Road, Kowloon, Hong Kong (“SHL”). XPI and SHL are each referred to as a “Party”, and collectively as the “Parties”.
XERIS PHARMACEUTICALS, INC. and as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 30, 2020First Supplemental Indenture • July 1st, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Supplemental Indenture (as defined below) is being executed and delivered pursuant to Sections 2.01 and 2.02 of the Base Indenture (as defined below) to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 5.00% Convertible Senior Notes due 2025 (the “Notes”).
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN BETH P. HECHT (“EXECUTIVE”) AND XERIS PHARMACEUTICALS, INC. (“COMPANY”)Employment Agreement • February 11th, 2019 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT (this “Amendment”) to the Employment Agreement dated June 10, 2018 between Executive and the Company (the “Employment Agreement”) is made effective as of January 1, 2019. Capitalized terms used herein, and not otherwise defined shall have the meanings ascribed thereto in the Employment Agreement.
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN JOHN SHANNON (“EXECUTIVE”) AND XERIS PHARMACEUTICALS, INC. (“COMPANY”)Employment Agreement • November 9th, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT (this “Amendment”) to the Employment Agreement dated June 6, 2018 between Executive and the Company (the “Employment Agreement”) is made effective as of August 18, 2020. Capitalized terms used herein, and not otherwise defined shall have the meanings ascribed thereto in the Employment Agreement.
Commercial Supply AgreementCommercial Supply Agreement • June 14th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Commercial Supply Agreement (“Agreement”) is made and entered into as of May 14, 2018 (“Effective Date”) by and between PYRAMID Laboratories Inc. (“PYRAMID”), a California Corporation, having its principal place of business at 3598 Cadillac Avenue, Costa Mesa, California 92626 and Xeris Pharmaceuticals, Inc. (“Client”), a Delaware corporation, having its principal place of business at 180 N. LaSalle Street, Suite 1800, Chicago, Illinois, 60601, collectively the “Parties” and individually a “Party”.
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2021 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS FOURTH AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 23, 2020, by and 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 to the Loan Agreement (as defined below) or otherwise a party thereto 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 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 180 North LaSalle Street, Suite 1600, Chicago, IL 60601 (“Borrower”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of April 21, 2020 (the “Amendment Date”), by and 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 to the Loan Agreement (as defined below) or otherwise a party thereto 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 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 180 North LaSalle Street, Suite 1600, Chicago, IL 60601 (“Borrower”).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of August 5, 2020, by and 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 to the Loan Agreement (as defined below) or otherwise a party thereto 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 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 180 North LaSalle Street, Suite 1600, Chicago, IL 60601 (“Borrower”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 5th, 2021 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of October 5, 2021 (the “Second Supplemental Indenture”), is entered into among Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Xeris Biopharma Holdings, Inc., a Delaware corporation (“Parent”), and U.S. Bank National Association, as trustee (the “Trustee”).
XERIS PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 31, 2015Investors’ Rights Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of December 31, 2015 by and among (i) Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (ii) the holders of the Preferred Stock (as defined herein) listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), (iii) certain holders of the Company’s Common Stock listed on Schedule B hereto (each, a “Key Holder” and collectively, the “Key Holders”), and (iv) certain Lending Institutions (as defined herein) that may become a party hereto from time to time. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Series C Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”) by and among the Company and the Investors. This Agreement amends, supersedes and replaces the Company’s Amended and Restated Investors’ Rights Agreement, dated September 17, 2015 (the “Prior Agreement”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Quality Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
The Parties wish to further define their individual and collective responsibilities as to the quality aspects of the Product or Service to ensure compliance with applicable current Good Manufacturing Practices (cGMPs), applicable regulatory submissions for the Product, applicable regulatory submissions for the Services, other applicable regulatory requirements, and XERIS s requirements as specified by XERIS (the “XERlS Requirements”).
CONSULTING AGREEMENTConsulting Agreement • May 9th, 2019 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
THIS CONSULTING AGREEMENT (the “Agreement”), made this 26th day of March, 2019 is entered into by Xeris Therapeutics, Inc. a Delaware corporation located at 180 N. LaSalle Street, Suite 1600, Chicago, Illinois 60601 (the “Company”), and Jonathan Rigby (the “Consultant”). The agreement shall be effective as of May 8, 2019 (the “Effective Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2021 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 11, 2021, between Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF EXCHANGE AGREEMENTExchange Agreement • November 16th, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
[●] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on November 13, 2020 whereby the Holders will exchange (the “Exchange”) the Company’s 5.00% Convertible Senior Notes due July 15, 2025 (the “Existing Notes”) for the Exchange Consideration (as defined below). The Existing Notes to be exchanged by the Holder in the Exchange are referred to herein as the “Exchanged Notes”.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of June 30, 2020, by and 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 to the Loan Agreement (as defined below) or otherwise a party thereto 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 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 180 North LaSalle Street, Suite 1600, Chicago, IL 60601 (“Borrower”).
AMENDMENT AND RESTATEMENT TO QUALITY AGREEMENTQuality Agreement • March 9th, 2021 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment and Restatement Agreement (this “Amendment”) has been made and entered into as of November 16, 2020 (the “Effective Date”) to that certain Quality Agreement, dated as of November 16, 2016 (as amended, supplemented or otherwise modified from time to time and in effect as of the date hereof, the “Agreement”), by and between Xeris Pharmaceuticals, Inc. (“Xeris”) and PYRAMID Laboratories, Inc. (“PYRAMID”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
MASTER SERVICE AGREEMENTMaster Service Agreement • May 1st, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
PYRAMID Laboratories Inc. (“PYRAMID”), a California Corporation, having its principal place of business at 3598 Cadillac Avenue, Costa Mesa, CA 92626 and Xeris Pharmaceuticals, Inc. (“XERIS”), located at 3208 Red River, Suite 300, Austin, TX 78705.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2019 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
in 2020, $4,156,000.00 in 2021, and $2,630,000.00 in each of 2022 and 2023; provided, further, that Xeris Pharmaceuticals Ireland Limited may maintain deposit accounts at a bank or banks, reasonably acceptable to Collateral Agent, which shall be disclosed on a Perfection Certificate, that are not required to be subject to a Control Agreement, so long as, the aggregate cash balance maintained in such deposit accounts does not exceed One Hundred Thousand Dollars ($100,000.00) at any time, and (B) the aggregate amount of cash transferred by Borrower into such deposit account(s) does not exceed One Hundred Thousand Dollars ($100,000.00) in any fiscal year.”
FIRST AMENDMENT TO API SUPPLY AGREEMENTApi Supply Agreement • May 13th, 2021 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
This first Amendment (“First Amendment”) is entered into as of February 26, 2021 (the “First Amendment Effective Date”), by and between Xeris Pharmaceuticals, Inc. (“Xeris”) and Bachem Americas, Inc. (“Bachem”). Xeris and Bachem may be referred to individually as a “Party” or collectively as the “Parties.” Capitalized terms used in this First Amendment without definition shall have the same meaning as set forth in the Agreement (defined below).
Document No: Revision: Revision Date: Replaces: Page: MSA-XPI Amendment 2 05/13/21 00 1 of 4 AMENDMENT NO. 2 TO Commercial Supply Agreement This Amendment No. 2 to the Commercial Supply Agreement (this “Amendment”) has been made and entered into as of...Commercial Supply Agreement • August 5th, 2021 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
FIRST AMENDMENT TO THE PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • August 10th, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
This First Amendment to the Product Supply Agreement (the “Amendment”) dated as of June 24, 2020 (the “Effective Date”), is entered into by and between Xeris Pharmaceuticals, Inc., a corporation existing under the laws of Delaware, with an office at 180 North LaSalle Street, Suite 1600, Chicago, IL 60601, United States (hereinafter “Customer”), and SHL Pharma LLC, a limited liability company existing under the laws of Florida, with an office at 588 Jim Moran Boulevard, Deerfield Beach, FL 33442, United States (hereinafter “SHL”). Customer and SHL are referred to herein individually as a “Party” and collectively as the “Parties”.
