ContractWarrant Agreement • July 1st, 2014 • Tobira Therapeutics, 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 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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 1st, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 30, 2014 (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 (each a “Lender” and collectively, the “Lenders”), and TOBIRA THERAPEUTICS, INC., a Delaware corporation with offices located at 701 Gateway Boulevard, Suite 200, South San Francisco, CA 94080 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
INDEMNITY AGREEMENTIndemnification Agreement • July 23rd, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2014, is made by and between Tobira Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
TOBIRA THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 5th, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of November 9, 2011, by and between Square 1 Bank (“Bank”) and Tobira Therapeutics, Inc. (“Borrower”).
OFFICE LEASE BY AND BETWEEN DWF III GATEWAY, LLC, a Delaware limited liability company, as Landlord And TOBIRA THERAPEUTICS, INC., a Delaware corporation, as Tenant For Leased Premises at Suite 300, 701 Gateway Boulevard, South San Francisco, CaliforniaOffice Lease • June 12th, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations
of firm shares] Shares TOBIRA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • New York
Tobira Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [# of firm shares] shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), to the several underwriters named in Schedule I (collectively, the “Underwriters”), for whom BMO Capital Markets Corp. (“BMOCM”) and JMP Securities LLC are acting as representatives (the “Representatives”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional [# of shoe shares] shares of Common Stock (the “Option Shares”) on the terms and for the purpose set forth in Section 1(b). The Firm Shares and any Option Shares purchased pursuant to this Agreement are hereinafter collectively referred to as the “Shares.”
TOBIRA THERAPEUTICS, INC. South San Francisco, CA 94080 February 13, 2014Resignation Agreement • June 23rd, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California
This letter (the “Agreement”) confirms the agreement between you and Tobira Therapeutics, Inc. (the “Company”) regarding your resignation from employment with the Company.
TOBIRA THERAPEUTICS, INC. April 29, 2014Employment Agreement • June 23rd, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations
You and Tobira Therapeutics, Inc. (the “Company”) entered into an employment offer letter dated July 23, 2011 (the “Employment Letter”) and a Notice of Stock Option Grant and Stock Option Agreement dated September 29, 2011 (the “Option Agreement”). The Company would like to amend the Employment Letter and Option Agreement as set forth herein.
CONSULTING AGREEMENTConsulting Agreement • June 23rd, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (this “Agreement”) is made as of February 15, 2014 (the “Effective Date”), by and between Tobira Therapeutics, Inc., a Delaware corporation (“Tobira”), and Caroline Loewy (“Consultant”).
License Agreement by and between Takeda Pharmaceutical Company Limited and Tobira Therapeutics, Inc. Dated August 1st, 2007 ConfidentialLicense Agreement • May 16th, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT is made as of the 1st day of August, 2007 by and between Takeda Pharmaceutical Company Limited, with its head office at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (hereinafter called “TAKEDA”) and Tobira Therapeutics, Inc., with its principal office at 12481 High Bluff Drive, Suite 150, San Diego, CA, 92130 USA (hereinafter called “TOBIRA”),
AmendmentLicense Agreement • June 23rd, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT is made as of the 9th day of November, 2009 (the “Effective Date”) by and between Takeda Pharmaceutical Company Limited, with its head office at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (hereinafter called “TAKEDA”) and Tobira Therapeutics, Inc., with its principal office at 214 Carnegie Center, Suite 306, Princeton, NJ 08540 USA (hereinafter called “TOBIRA”),
ContractWarrant Agreement • June 23rd, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
TOBIRA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 23rd, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is entered into as of August 24, 2010 by Tobira Therapeutics, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A (each individually, an “Investor” and collectively, the “Investors”) and Domain Associates, L.L.C., James E. Sapirstein and Eckard Weber, M.D., (each individually, a “Stockholder” and collectively, the “Stockholders”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of March 15, 2012, by and between SQUARE 1 BANK (“Bank”) and TOBIRA THERAPEUTICS, INC. (the “Borrower”)
SUBLEASE AGREEMENTSublease Agreement • May 5th, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations
This Sublease Agreement (this “Sublease”) is dated as of October 22, 2013, by and between Accesia, Inc., a Virginia corporation (hereinafter referred to as “Sublandlord”), and Tobira Therapeutics, Inc., a Delaware corporation (hereinafter referred to as “Subtenant”).
CONSENT TO SUBLEASEConsent to Sublease • May 5th, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations
THIS CONSENT TO SUBLEASE (“Agreement”) is made as of October 30, 2013, by and among DWF III GATEWAY, LLC, a Delaware limited liability company (“Master Landlord”), ACCESIA, INC., a Virginia corporation (“Tenant”) and TOBIRA THERAPEUTICS, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 5th, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of August 6, 2012, by and between SQUARE 1 BANK (“Bank”) and TOBIRA THERAPEUTICS, INC. (“Borrower”)
CONSULTING AGREEMENTConsulting Agreement • July 21st, 2014 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the Agreement), effective 7/15/14 (the Effective Date), is entered into by CAROL L. BROSGART, M.D., an individual with a principal place of business at 3133 Lewiston Avenue, Berkeley, CA 94705 (Consultant), and TOBIRA THERAPEUTICS, INC. a Delaware corporation with a place of business at 701 Gateway Blvd, Suite 200, South San Francisco, CA 94080 (Company). Consultant and Company agree as follows:
