COMMON STOCK PURCHASE WARRANT TETRAPHASE PHARMACEUTICALS, INC.Common Stock Purchase Warrant • January 23rd, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________, 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 22, 2020, between Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 22, 2020, between Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2013 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 201[_] between Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
TETRAPHASE PHARMACEUTICALS, INC. Up to $40,000,000 Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • January 17th, 2017 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TETRAPHASE PHARMACEUTICALS, INC.Pre-Funded Common Stock Purchase Warrant • January 23rd, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
COMMON STOCK PURCHASE WARRANT TETRAPHASE PHARMACEUTICALS, INC.Common Stock Purchase Warrant • January 23rd, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________, 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
TETRAPHASE PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2017 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell 10,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 1,500,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
Tetraphase Pharmaceuticals, Inc. Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • May 7th, 2015 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
ContractWarrant Agreement • February 11th, 2013 • Tetraphase 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 11th, 2013 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement is made as of the 8th day of August 2006, by and between Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Corporation), and Douglas G. Cole, M.D. (the “Indemnitee”), a director or officer of the Corporation.
ContractWarrant Agreement • November 5th, 2018 • Tetraphase Pharmaceuticals Inc • 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, 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
EXHIBIT D FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 4th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [_____], 2020 (this “Agreement”), is entered into by and between Melinta Therapeutics, Inc., a Delaware corporation (“Parent”), and [____]1, as Rights Agent (the “Rights Agent”).
FORM OF SUPPORT AGREEMENTSupport Agreement • June 24th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of June 24, 2020, is entered into by and among La Jolla Pharmaceutical Company, a California corporation (“Parent”), TTP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the stockholders of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF EXCHANGE AGREEMENTExchange Agreement • June 4th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of June 4, 2020, is entered into by and among Melinta Therapeutics, Inc., a Delaware corporation (“Parent”), Toronto Transaction Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the stockholder of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among: ACELRX PHARMACEUTICALS, INC., a Delaware corporation; CONSOLIDATION MERGER SUB, INC. a Delaware corporation; and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation Dated as of March 15, 2020Merger Agreement • March 16th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 29th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 29, 2020 (the “Amendment Date”), by and among: ACELRX PHARMACEUTICALS, INC., a Delaware corporation (“Parent”); CONSOLIDATION MERGER SUB, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”); and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 16th, 2012 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 16, 2011 (the “Effective Date”) among TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation with offices located at 480 Arsenal Street, Suite 110, Watertown, Massachusetts 02472 (“Tetraphase”), TETRAPHASE SECURITIES CORPORATION, a Massachusetts corporation with offices located at 480 Arsenal Street, Suite 110, Watertown, Massachusetts 02472 (“Tetraphase Securities”; Tetraphase and Tetraphase Securities are referred to herein, individually and collectively, jointly and severally, as “Borrower”), SILICON VALLEY BANK, a California corporation with an office located at 275 Grove Street, Suite 2-200, Newton, MA 02466 (“SVB”), OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), and each of the other Lenders listed on Schedule 1.1 hereof, including SVB and Oxford in their capacities as Lenders, or otherwise a party hereto from t
Tetraphase Pharmaceuticals, Inc. Incentive Stock Option Agreement Granted Under 2006 Stock Incentive PlanIncentive Stock Option Agreement • March 5th, 2013 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
TETRAPHASE PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2013 STOCK INCENTIVE PLANIncentive Stock Option Agreement • March 5th, 2013 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
ContractWarrant Agreement • March 5th, 2013 • Tetraphase 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.
LICENSE AGREEMENT BY AND BETWEENLicense Agreement • March 6th, 2018 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of February 20, 2018 (“Effective Date”) between Tetraphase Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware with a principal place of business at 480 Arsenal Street, Suite 110, Watertown, MA 02472 (“Tetraphase”), and Everest Medicines Limited, an exempted company organized and existing under the laws of Cayman Islands, with a principal place of business at Suite 4508, 45F, Tower 2, Plaza 66, 1266 Nanjing Xi Lu, Shanghai 200040, China (“Licensee”).
Fourth Amendment to License AgreementLicense Agreement • March 6th, 2018 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
This Fourth Amendment to License Agreement (this “Fourth Amendment”) is entered into as of this 5th day of December, 2017 (the “Fourth Amendment Effective Date”), by and between Tetraphase Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business at 480 Arsenal Street, Suite 110, Watertown, MA 02472 (“Licensee”) and President and Fellows of Harvard College, Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, MA 02138 (“Harvard”).
THIRD AMENDMENT TO OFFER LETTEROffer Letter • May 12th, 2014 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Third Amendment to Offer Letter (this “Amendment”), is entered into as of March 5, 2014 by and between Tetraphase Pharmaceuticals, Inc. (“Tetraphase”), having a place of business at 480 Arsenal Street, Suite 110, Watertown, MA 02472 and David Lubner (the “Executive”), residing at 4 Michael Circle, Southborough MA 01772. Tetraphase and the Executive are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”
FORM OF VOTING AGREEMENTVoting Agreement • March 16th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of March 15, 2020, is entered into by and among AcelRx Pharmaceuticals, Inc., a Delaware Corporation (“Parent”), Consolidation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the stockholders of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Master Manufacturing Services Agreement 14 JUNE 2017Master Manufacturing Services Agreement • August 2nd, 2017 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
ContractLicense Agreement • August 8th, 2019 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment (“Amendment”) is made and entered into as of July 29, 2019 between Tetraphase Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware with a principal place of business at 480 Arsenal Way, Watertown, MA 02472 (“Tetraphase”), and Everest Medicines Limited, an exempted company organized and existing under the laws of Cayman Islands, with a principal place of business at Room 3306-3307, Two Exchange Square, 8 Connaught, Hong Kong (“Licensee”). Reference is made to that certain License Agreement (“Original License Agreement”) dated February 20, 2018 between Tetraphase and Licensee. Capitalized terms used herein without definitions shall have the same meanings ascribed to them under the Original License Agreement.
TETRAPHASE PHARMACEUTICALS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2013 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • March 5th, 2013 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 11th, 2013 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 20th day of December, 2012, by and among (i) TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation with offices located at 480 Arsenal Street, Suite 110, Watertown, Massachusetts 02472 (“Tetraphase”), TETRAPHASE SECURITIES CORPORATION, a Massachusetts corporation with offices located at 480 Arsenal Street, Suite 110, Watertown, Massachusetts 02472 (“Tetraphase Securities”; Tetraphase and Tetraphase Securities are referred to herein, individually and collectively, jointly and severally, as “Borrower”), (ii) SILICON VALLEY BANK, a California corporation with an office located at 275 Grove Street, Suite 2-200, Newton, MA 02466 (“SVB”), (iii) OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), (iv) each of the other Lenders, listed on Schedule 1.1 hereof or otherwise a party thereto from time to time,
CO-PROMOTION AGREEMENTCo-Promotion Agreement • March 16th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS CO-PROMOTION AGREEMENT (this “Agreement”) is entered into as of March 15, 2020 (the “Effective Date”) by and between ACELRX PHARMACEUTICALS, INC., a Delaware corporation, having an address of 351 Galveston Drive, Redwood City, California 94063 (hereinafter referred to as “AcelRx”), and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation, having an address of 480 Arsenal Way, Suite 100, Watertown, Massachusetts 02472 (hereinafter referred to as “Tetraphase”). AcelRx and Tetraphase are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
La Jolla Pharmaceutical Company to Acquire Tetraphase Pharmaceuticals, Inc. La Jolla agreement provides for $43.0 million in upfront cash plus potential future cash payments of up to $16.0 million pursuant to contingent value rights Combined company...Merger Agreement • June 24th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
SAN DIEGO, California and WATERTOWN, Massachusetts, June 24, 2020 – La Jolla Pharmaceutical Company (Nasdaq: LJPC), which is dedicated to the development and commercialization of innovative therapies that improve outcomes in patients suffering from life-threatening diseases, and Tetraphase Pharmaceuticals, Inc. (Nasdaq: TTPH), a biopharmaceutical company focused on commercializing its novel tetracycline XERAVA™ to treat serious and life-threatening infections, today announced that they have entered into a definitive merger agreement. Under the terms of the definitive merger agreement, La Jolla would acquire Tetraphase, through a tender offer, for $43.0 million in upfront cash plus potential future cash payments of up to $16.0 million pursuant to contingent value rights (CVRs). The Board of Directors of Tetraphase unanimously recommends that stockholders tender their shares in the La Jolla tender offer once it is commenced.
June 29, 2020 Dear Stockholder:Merger Agreement • June 29th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
SEVENTH AMENDMENT TO LEASELease Agreement • August 6th, 2015 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
THIS SEVENTH AMENDMENT TO LEASE (this “Seventh Amendment”) is made as of June 18, 2015, by and between ARE-480 ARSENAL STREET, LLC, a Delaware limited liability company (“Landlord”), and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
Tetraphase Pharmaceuticals, Inc. 480 Arsenal Street, Suite 110 Watertown, MA 02472Employment Agreement • March 13th, 2017 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
On behalf of Tetraphase Pharmaceuticals, Inc. (the "Company"), I am very pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer.
SOLAR CAPITAL LTD. New York, NY 10022 August 30, 2019Loan and Security Agreement • August 30th, 2019 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
Reference is made to that certain Loan and Security Agreement dated as of November 2, 2018 (as amended by that certain First Amendment to Loan and Security Agreement dated as of March 14, 2019 and as further amended, restated, modified, or supplemented from time to time, the “Loan Agreement”) by and among SOLAR CAPITAL LTD., a Maryland corporation (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), the lenders listed on Schedule 1.1 to the Loan Agreement or otherwise a party thereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Tetraphase Pharmaceuticals, Inc., a Delaware corporation (“Borrower”), and the loans made thereunder (the “Loans”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement.
