] Shares ANTERIOS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • New York
or other arrangement, without, in each case, the prior written consent of the Representatives, which consent may be withheld in the Representatives’ sole discretion.
SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC.Preferred Stock Purchase Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 8th day of July, 2011 by and among Anterios, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
September 15, 2014 Fabian Tenenbaum Tenafly, NJ 07670 Re: Employee Offer Letter Dear Fabian:Employee Offer Letter • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
Anterios, Inc. (the “Company”) is pleased to offer you the position of Chief Financial Officer and Chief Business Officer, reporting to the Company’s President and Chief Executive Officer. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.
FIRST AMENDMENT TO SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENTSeries B-3 Preferred Stock Purchase Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
This First Amendment (this “Amendment”) to that Series B-3 Preferred Stock Purchase Agreement, dated as of November 9, 2012 (the “Agreement”) by and among Anterios, Inc., a Delaware corporation (the “Company”), and each of the purchasers (collectively, the “Purchasers” and each individually, a “Purchaser”) listed on Exhibit A attached thereto is entered into as of March 25, 2013 (the “Amendment Effective Date”) by and among the Company and the undersigned Purchasers. Capitalized terms used and not otherwise defined herein shall have the meaning assigned to them in the Agreement.
INDEX TO PATENT LICENSE AGREEMENT LSU FILE 4-01-09Patent License Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations
This Patent License Agreement (the “Agreement” or the “Patent License Agreement”) is effective as of the 12th day of June, 2008 (the “Effective Date”), between Anterios, Inc. a Delaware corporation, with offices located at 142 West 57th Street, Suite 4A, New York, New York 10019 (“LICENSEE”), and the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (“LSU”). LICENSEE and LSU agree as follows:
SERIES B PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC.Series B Preferred Stock Purchase Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 6th day of October, 2009 by and among Anterios, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
February 1, 2009 Klaus Theobald, MD, PhD Paoli, PA 19301 Re: EMPLOYEE OFFER LETTER Dear Klaus:Employee Offer Letter • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
ANTERIOS, INC. (the “Company”) is pleased to offer you the position of Chief Research & Development Officer, reporting to the Company’s President and Chief Executive Officer. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.
ANTERIOS, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 6th day of October, 2009 by and among Anterios, Inc. (f/k/a Encapsion, Inc.), a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) listed on Schedule A (the “Series A Holders”) and each holder of the Company’s Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”) listed on Schedule B (the “Series B Holders”, together with the Series A Holders, the “Investors”, and each individually, an “Investor”) and those certain stockholders of the Company listed on Schedule C (each of whom is referred to herein as a “Key Holder” and, collectively, as the “Key Holders”).
AnteriosBotulinum Cell Line License Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations
Reference is made to the Botulinum Cell Line License Agreement between Anterios, Inc. (“Company”) and the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus (“University”) dated August 13, 2007 (“License Agreement”). The purpose of this letter amendment is to extend the “Option Period” by one additional year as permitted in the License Agreement and to amend the License Agreement as set forth below. Capitalized terms used but not defined in this letter amendment will have the meanings given to such terms in the License Agreement.
ContractWarrant Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
ANTERIOS, INC. SENIOR CONVERTIBLE NOTE PURCHASE AGREEMENT OCTOBER10, 2014Senior Convertible Note Purchase Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS SENIOR CONVERTIBLE NOTE PURCHASE AGREEMENT (“Agreement”) is made as of October 10, 2014, by and among Anterios, Inc., a Delaware corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC.Series B-2 Preferred Stock Purchase Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 16th day of December, 2010 by and between Anterios, Inc., a Delaware corporation, with offices located at 142 West 57th Street, Suite 4A, New York, New York 10019 (the “Company”) and the investor listed on Exhibit A attached to this Agreement (the “Purchaser”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of May 3, 2006 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Lowell campus, and, Encapsion, Inc. (“Company”), a Delaware corporation with headquarters at 212 Mamaroneck Road, Scarsdale, New York 10583.
ENCAPSION, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • Delaware
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 16th day of January, 2007 by and among ENCAPSION, INC., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made and entered into as of August 17, 2011 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation having an address at 142 West 57th (Suite 4A), New York, NY 10019, (“Anterios”) and QuaDPharma, a New York corporation having an address at 11342 Main St., Clarence, New York, 14031 (“Manufacturer”).
Second Amendment to Patent License AgreementPatent License Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations
This second amendment to the PATENT LICENSE AGREEMENT, LSU FILE 4-01-09 (hereinafter referred to as the “Second Amendment”) is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (“LSU”); and Anterios, Inc., a Delaware corporation, with offices located at 60 East 42nd St, New York, New York 10165 (“LICENSEE”); and is made as of September 22, 2014.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of August 13 , 2007 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus, and, Anterios, Inc. (f/k/a Encapsion, Inc.) (“Company”), a Delaware corporation with headquarters at 41 West 57th Street (6th floor), New York, New York 10019.
ANTERIOS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of January 6, 2014, by and among Anterios, Inc., a Delaware corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
CONFIDENTIAL First Amendment to License Agreement UML Agreement Ref. No. 370-092910License Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations
This amendment is entered into between the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Lowell campus and Anterios, Inc. a Delaware corporation with an address of 142 West 57th Street (Suite 4A), New York, New York 10019 and is made as of October 12, 2010.
COMMERCIAL LEASECommercial Lease • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
In consideration of the covenants herein, Cummings Properties, LLC (“LESSOR”) hereby leases to Encapsion, Inc. (a DE corp.), 41 West 57th Street, 6th Floor, New York, NY 10019 (“LESSEE”) the following premises, approximately 694 square feet (including 14.7% common area) at 25-K Olympia Avenue, Suite 700, Woburn, MA 01801 (the “leased premises”) for a term of two years commencing at noon on August 1, 2007, and ending at noon on July 30, 2009 unless sooner terminated as herein provided. LESSOR and LESSEE now covenant and agree that the following terms and conditions shall govern this lease.
RIGHT OF FIRST NEGOTIATION AGREEMENTRight of First Negotiation Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
This Right of First Negotiation Agreement (the “Agreement”) is entered into effective as of February 3, 2010 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation, with offices located at 142 West 57th Street, Suite 4A, New York, New York 10019 (“Anterios”) and Pacific Corporation, a Korean corporation, with offices located at 175-2, 2ga Hangang-ro Yongsan-Gu, Seoul, Korea 140-871 (“Pacific”)
NOTE AND WARRANT PURCHASE AGREEMENT DECEMBER 31, 2013Note and Warrant Purchase Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of December 31, 2013, by and among Anterios, Inc., a Delaware corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
This Exclusive License Agreement is made as of August 29, 2010 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation having its principal place of business at 142 West 57th Street, Suite 4A, New York, New York 10019 (“Anterios”) and William Coleman, III, MD, an individual having a mailing address of [*] (“Coleman”).
ANTERIOS, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 6th day of October, 2009, by and among Anterios, Inc. (f/k/a Encapsion, Inc.), a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) listed on Schedule A (the “Series A Holders”) and each holder of the Company’s Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”) listed on Schedule B (the “Series B Holders”, together with the Series A Holders, the “Investors”, and each individually, an “Investor”) and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule C (the “Key Holders” and together collectively with the Investors, the “Stockholders”). The Series A Preferred Stock and Series B Preferred Stock shall be collectively referred to as the “Preferred Stock”.
Second Amendment to Non-Exclusive License AgreementNon-Exclusive License Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations
This second amendment (“Second Amendment”) to the Non-Exclusive License Agreement effective August 13, 2007 by and between the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus (“University”) and Anterios, Inc. a Delaware corporation with an address of 142 West 57th Street (6th floor), New York, New York 10019 (“Company”) is effective as of August 13, 2010 (the “Second Amendment Effective Date”).
First AmendmentLicense Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations
This amendment is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (“LSU”) and Anterios, Inc. a Delaware corporation, with offices located at 142 West 57th Street, Suite 4A, New York, New York 10019 (“LICENSEE”), and is made as of February 15, 2011.
LOCK-UP AGREEMENTLock-Up Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT effective as of January 1, 2014 (“Effective Date”) between JON EDELSON, M.D. (“Executive”), and ANTERIOS, INC., a Delaware corporation (the “Company”).
ANTERIOS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of October, 2009, by and among Anterios, Inc. (f/k/a Encapsion, Inc.), a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) listed on Schedule A (the “Series A Holders”) and each holder of the Company’s Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”) listed on Schedule B (the “Series B Holders”, together with the Series A Holders, the “Investors”, and each individually, an “Investor”) and those certain stockholders of the Company listed on Schedule C (each of whom is referred to herein as a “Key Holder” and, collectively, as the “Key Holders”).
First AmendmentFirst Amendment to License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations
This amendment is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (“LSU”) and Anterios, Inc. a Delaware corporation, with offices located at 142 West 57th Street, Suite 4A, New York, New York 10019 (“LICENSEE”), and is made as of February 15, 2011.
A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. First Amendment to Development and Manufacturing Services...Development and Manufacturing Services Agreement • April 30th, 2015 • Anterios Inc • Pharmaceutical preparations
This first amendment to the DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT (hereinafter referred to as the “First Amendment”) is entered into between the QuaDPharma, LLC, a Delaware Limited Liability Company (“QuaDPharma”); and Anterios, Inc., a Delaware corporation, with offices located at 60 East 42nd St, New York, New York 10165 (“Anterios”); and is made as of April 23, 2015.
A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of May 3, 2006 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Lowell campus, and, Encapsion, Inc. (“Company”), a Delaware corporation with headquarters at 212 Mamaroneck Road, Scarsdale, New York 10583.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of August 13 , 2007 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus, and, Anterios, Inc. (f/k/a Encapsion, Inc.) (“Company”), a Delaware corporation with headquarters at 41 West 57th Street (6th floor), New York, New York 10019.
A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made and entered into as of August 17, 2011 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation having an address at 142 West 57th (Suite 4A), New York, NY 10019, (“Anterios”) and QuaDPharma, a New York corporation having an address at 11342 Main St., Clarence, New York, 14031 (“Manufacturer”).
A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • New York
This Exclusive License Agreement is made as of August 29, 2010 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation having its principal place of business at 142 West 57th Street, Suite 4A, New York, New York 10019 (“Anterios”) and William Coleman, III, MD, an individual having a mailing address of [*] (“Coleman”).
