13,350,000 Shares IVERIC BIO, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2022 • IVERIC Bio, Inc. • Pharmaceutical preparations • New York
IVERIC BIO, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 5th, 2021 • IVERIC Bio, Inc. • Pharmaceutical preparations • New York
Iveric bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
OPHTHOTECH CORPORATION Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • February 26th, 2016 • Ophthotech Corp. • Pharmaceutical preparations • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2016 • Ophthotech Corp. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Ophthotech Corporation, 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.
AGREEMENT AND PLAN OF MERGER among: IVERIC bio, Inc., a Delaware corporation; Astellas US Holding, Inc., a Delaware corporation; Berry Merger Sub, Inc., a Delaware corporation; and solely as provided by Section 8.10(b) of this Agreement, Astellas...Merger Agreement • May 1st, 2023 • IVERIC Bio, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of April 28, 2023, by and among: (i) Astellas US Holding, Inc., a Delaware corporation (“Parent”); (ii) Berry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (iii) IVERIC bio, Inc., a Delaware corporation (the “Company”); and (iv) solely as provided by Section 8.10(b), Astellas Pharma Inc., a company organized under the laws of Japan (“Guarantor”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LOAN AND SECURITY...Loan and Security Agreement • July 26th, 2022 • IVERIC Bio, Inc. • Pharmaceutical preparations • New York
OPHTHOTECH CORPORATION Incentive Stock Option Agreement Granted Under 2007 Stock Incentive PlanIncentive Stock Option Agreement • August 15th, 2013 • Ophthotech Corp. • Pharmaceutical preparations
AMENDMENT NO. 1 TO MASTER SPONSORED RESEARCH AGREEMENTMaster Sponsored Research Agreement • November 12th, 2019 • IVERIC Bio, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Master Sponsored Research Agreement (“Agreement”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, 3600 Civic Center Blvd., 9th Floor, Philadelphia, PA 19104-4310, and IVERIC bio, Inc. (formerly Ophthotech Corporation), a Delaware corporation (“Sponsor”), having a place of business at One Penn Plaza, Suite 3520, New York, NY 10119 is dated as of October 1, 2019 (the “Amendment No. 1 Effective Date”). Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties”.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE, MANUFACTURING AND SUPPLY AGREEMENTLicense, Manufacturing and Supply Agreement • September 9th, 2013 • Ophthotech Corp. • Pharmaceutical preparations • California
PRODUCT, and NEKTAR AL agrees to undertake the manufacture and supply of the REAGENT specified under this AGREEMENT in accordance with the terms and conditions specified under this AGREEMENT.
Iveric Bio and DelSiTech Enter Exclusive Agreement for Development of Sustained Release Zimura®Exclusive License Agreement • July 5th, 2022 • IVERIC Bio, Inc. • Pharmaceutical preparations
Parsippany, N.J. and Turku, Finland – July 5, 2022 – IVERIC bio, Inc. (Nasdaq: ISEE) and DelSiTech Ltd, announced today an exclusive global license agreement providing Iveric Bio with the right to develop and commercialize new formulations of Zimura® (avacincaptad pegol) using DelSiTech’s silica-based sustained release technology. As part of Iveric Bio’s lifecycle expansion plan for Zimura, the Company is committed to developing sustained release technologies for the treatment of age-related macular degeneration (AMD). These technologies potentially could address patients being treated for geographic atrophy (GA) and intermediate AMD.
Confidential Materials omitted and filed separately with theSecurities and Exchange Commission. Double asterisks denote omissions.Licensing and Commercialization Agreement • November 8th, 2017 • Ophthotech Corp. • Pharmaceutical preparations
Reference is made to that certain Licensing and Commercialization Agreement dated as of May 19, 2014 (the “Agreement”), by and among Ophthotech Corporation, a Delaware corporation (“Ophthotech”), and Novartis Pharma AG, a Swiss company (“Novartis”). Ophthotech and Novartis are sometimes referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
SIXTH AMENDMENT OF LEASELease • August 1st, 2018 • Ophthotech Corp. • Pharmaceutical preparations
THIS SIXTH AMENDMENT OF LEASE, made as of the 29th day of June, 2018 (this "Amendment"), by and between ONE PENN PLAZA LLC, a New York limited liability company, having an office c/o Vornado Office Management LLC, 888 Seventh Avenue, New York, New York 10019 ("Landlord"), and OPHTHOTECH CORPORATION, a Delaware corporation, having an office at One Penn Plaza, New York, New York 10019 ("Tenant").
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2013 • Ophthotech Corp. • Pharmaceutical preparations • New York
This Second Amended and Restated Employment Agreement (the “Agreement”) is made and entered into this August 27th, 2013 (the “Effective Date”), by and between Ophthotech Corporation (“Company”), and Samir Patel, M.D. (“Executive”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 12th, 2019 • IVERIC Bio, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of July 22, 2019 (the “Effective Date”), is between the University of Massachusetts (“University”), a not-for-profit, public institution of higher education of the Commonwealth of Massachusetts, established by Chapter 75 of the Massachusetts General Laws, as represented by and solely on behalf of its Medical School (Worcester campus) and IVERIC bio, Inc. (“Company”), a Delaware corporation.
SUBLEASE AGREEMENTSublease Agreement • August 10th, 2015 • Ophthotech Corp. • Pharmaceutical preparations
AGREEMENT OF LEASE, made as of this 22nd day of July, 2009 (the “Effective Date”), between RM SQUARE, LLC, a Delaware limited liability company, having an address c/o RXR Realty LLC, at 625 RXR Plaza, Uniondale, New York 11556 (hereinafter referred to as “Landlord”), and OTSUKA AMERICA PHARMACEUTICAL, INC., a Delaware corporation, having its principal place of business at 100 Overlook Center, Princeton, New Jersey 08540 (hereinafter referred to as “Tenant”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 19th, 2020 • IVERIC Bio, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of June 17, 2020, by and between IVERIC bio, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule 1 of this Agreement (together with their successors and assigns, the “Purchasers” and, together with the Company, the “Parties”).
OPHTHOTECH CORPORATION Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 2nd, 2015 • Ophthotech Corp. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Ophthotech Corporation (the “Company”), a Delaware corporation, and the Participant.
One Penn Plaza, Suite 19th Floor New York, NY 10119Employment Agreement • August 2nd, 2017 • Ophthotech Corp. • Pharmaceutical preparations
Subject to your execution below, this letter hereby further amends the employment letter, dated April 26, 2013, between you and Ophthotech Corporation (the “Company”) and as amended by the letter dated February 26, 2015 between you and the Company (as amended, the “Employment Letter”) by making the following changes:
Re: Separation Agreement and General ReleaseSeparation Agreement and General Release • November 5th, 2015 • Ophthotech Corp. • Pharmaceutical preparations
This letter agreement (the “Letter Agreement”) confirms our agreement concerning your separation from Ophthotech Corporation (“Ophthotech” or the “Company”). Subject to the terms of this Letter Agreement, your employment will end effective July 31, 2015 (the “Separation Date”). By signing a copy of this Letter Agreement in the space provided below, you agree to the terms and conditions set forth herein.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. MASTER SPONSORED RESEARCH...Master Sponsored Research Agreement • August 1st, 2019 • IVERIC Bio, Inc. • Pharmaceutical preparations • Pennsylvania
This Master Sponsored Research Agreement (“Agreement”) is dated as of October 30, 2018 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, 3160 Chestnut Street, Suite 200, Philadelphia, PA 19104-6283, and Ophthotech Corporation, a Delaware corporation (“Sponsor”), having a place of business at One Penn Plaza, Suite 3520, New York, NY 10119. Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties”.
6,250,000 Shares Pre-Funded Warrants to Purchase 3,750,000 Shares IVERIC BIO, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2019 • IVERIC Bio, Inc. • Pharmaceutical preparations • New York
IVERIC bio, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Cowen and Company, LLC is acting as representative (the “Representative”), an aggregate of 6,250,000 shares of the common stock of the Company, $0.001 par value per share (the “Firm Shares”), pre-funded warrants to purchase an aggregate of 3,750,000 shares of Common Stock in the form attached hereto as Exhibit A (the “Warrants”) and, at the option of the Underwriters, up to an additional 1,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The Shares and Warrants are herein referred to as the “Securities.” The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Warrant Shares.” The shares of common stock, $0.001 par value per share
CONFIDENTIAL Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. July 27, 2007 DIVESTITURE AGREEMENT BETWEEN OPHTHOTECH CORPORATION AND (OSI) EYETECH, INC. EXECUTION VERSIONDivestiture Agreement • August 15th, 2013 • Ophthotech Corp. • Pharmaceutical preparations • New York
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the Parties hereby agree as follows:
FIFTH AMENDMENT OF LEASELease • March 5th, 2018 • Ophthotech Corp. • Pharmaceutical preparations
THIS FIFTH AMENDMENT OF LEASE, made as of the 1st day of October, 2017 (this "Amendment"), by and between ONE PENN PLAZA LLC, a New York limited liability company, having an office c/o Vornado Office Management LLC, 888 Seventh Avenue, New York, New York 10019 ("Landlord"), and OPHTHOTECH CORPORATION, a Delaware corporation, having an office at One Penn Plaza, New York, New York 10019 ("Tenant").
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2015 • Ophthotech Corp. • Pharmaceutical preparations • New York
This Third Amended and Restated Employment Agreement (the “Agreement”) is made and entered into this April 30, 2015 (the “Effective Date”), by and between Ophthotech Corporation (“Company”), and Samir Patel, M.D. (“Executive”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 15th, 2013 • Ophthotech Corp. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Exclusive License Agreement (this “Agreement”) is made effective as of September 12, 2011 (the “Restatement Date”), by and between Archemix Corp, a Delaware corporation (“Archemix”), and Ophthotech Corporation, a Delaware corporation (“Ophthotech”). Archemix and Ophthotech are each hereinafter referred to individually as a “Party” and together as the “Parties.”
EXECUTION VERSION CONFIDENTIAL Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote...License Agreement • July 26th, 2022 • IVERIC Bio, Inc. • Pharmaceutical preparations
One Penn Plaza, 35th Floor New York, NY 10119Employment Agreement • August 1st, 2018 • Ophthotech Corp. • Pharmaceutical preparations
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, subject to your execution below, this letter hereby further amends the employment letter, dated April 26, 2013, between you and Ophthotech Corporation (the “Company”), as amended by letters dated February 26, 2015, April 24, 2017 and May 12, 2018, between you and the Company (as amended, the “Employment Letter”) by making the following changes:
November 3, 2021 Mr. Glenn Sblendorio Dear Glenn:Severance Agreement • November 9th, 2021 • IVERIC Bio, Inc. • Pharmaceutical preparations • New York
The board of directors (the “Board”) of IVERIC bio, Inc. (the “Company”) has provided for the following severance benefits to be provided to you in the event of your termination of employment with the Company, on the terms and conditions set forth herein. This letter agreement dated as of the date first set forth above amends and restates in its entirety that certain severance benefits letter agreement between you and the Company dated January 4, 2016.
RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • April 5th, 2021 • IVERIC Bio, Inc. • Pharmaceutical preparations • New York
This RETIREMENT AND CONSULTING AGREEMENT (this “Agreement”) is made and dated as of April 4, 2021, by and between IVERIC bio, Inc. (the “Company”) and David R. Guyer, M.D. (the “Executive”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. PURCHASE AND SALE AGREEMENT BY AND BETWEEN OPHTHOTECH CORPORATION AND NOVO A/S EFFECTIVE AS OF May 23, 2013Purchase and Sale Agreement • July 15th, 2013 • Ophthotech Corp. • Pharmaceutical preparations • New York
In a large, randomized, controlled Phase 2b study reported last year, Fovista in combination with Lucentis® (ranibizumab injection) demonstrated superior efficacy over Lucentis monotherapy in patients with wet AMD. Patients receiving the combination of Fovista (1.5 mg) and Lucentis gained a mean of 10.6 letters of vision on the ETDRS standardized chart at 24 weeks, compared to 6.5 letters for patients receiving Lucentis monotherapy (p=0.019), representing a 62% additional benefit. No significant safety issues were observed for either treatment group in the trial.
COMMERCIAL MANUFACTURING AND SUPPLY AGREEMENTCommercial Manufacturing and Supply Agreement • May 10th, 2023 • IVERIC Bio, Inc. • Pharmaceutical preparations • New York
This Commercial Manufacturing and Supply Agreement (this “Agreement”) is entered into by and between AGILENT TECHNOLOGIES, INC., a Delaware corporation, having a principal office at 5301 Stevens Creek Blvd., Santa Clara, CA 95051 (“Agilent”) and IVERIC BIO, INC., a Delaware corporation, having a principal office at 8 Sylvan Way, Parsippany, NJ 07054 (“Customer”) effective as of March 14, 2023 (the “Effective Date”). Agilent and Customer are each referred to herein as a “Party” and together as the “Parties”.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSING AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN OPHTHOTECH CORPORATION AND NOVARTIS PHARMA AG MAY 19, 2014Licensing and Commercialization Agreement • August 6th, 2014 • Ophthotech Corp. • Pharmaceutical preparations • New York
This Licensing and Commercialization Agreement (“Agreement”) is made and effective as of the 19th day of May, 2014 (the “Effective Date”) by and between Ophthotech Corporation, a Delaware corporation, with offices at One Penn Plaza, 19th Floor, New York, NY 10119, U.S.A. (“Ophthotech”) and Novartis Pharma AG, a Swiss company, with offices at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”).
AMENDMENT NO. 2 TO THE LICENSE, MANUFACTURING AND SUPPLY AGREEMENTLicense, Manufacturing and Supply Agreement • May 11th, 2015 • Ophthotech Corp. • Pharmaceutical preparations
This Amendment No. 2 to the License, Manufacturing and Supply Agreement (this “Amendment”) by and between Nektar Therapeutics, a Delaware corporation with offices at 455 Mission Bay Boulevard South, San Francisco, California 94158 (“Nektar”), successor by merger to Nektar Therapeutics AL, Corporation, an Alabama corporation, and Ophthotech Corporation, a Delaware corporation with offices at One Penn Plaza, Suite 1924, New York, NY 10119 (“Ophthotech”) is effective as of February 11th, 2015 (“Effective Date of Amendment No. 2”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the License, Manufacturing and Supply Agreement (the “Agreement”) made effective as of September 30, 2006 by and between Nektar and (OSI) Eyetech, Inc. (“OSI”), as amended by the Amendment No. 1 to the Agreement effective as of April 5, 2012 by and between Nektar and Ophthotech. Effective July 27, 2007, OSI assigned to Ophthotech all of OSI’s right, title an
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. CLINICAL MANUFACTURING AND SUPPLY AGREEMENTClinical Manufacturing and Supply Agreement • August 6th, 2014 • Ophthotech Corp. • Pharmaceutical preparations • New York
This Clinical Manufacturing and Supply Agreement (this “Agreement”) is entered into by and between AGILENT TECHNOLOGIES, INC., a Delaware corporation, having a principal office at 5301 Stevens Creek Blvd., Santa Clara, CA 95051 (“Agilent”) and OPHTHOTECH CORPORATION, a Delaware corporation, having a principal office at One Penn Plaza, Suite 1924, New York, NY 10119 (“Customer”) effective as of May 2, 2014 (the “Effective Date”). Agilent and Customer are each referred to herein as a “Party” and together as the “Parties”.
One Penn Plaza, 35th Floor New York, NY 10119Employment Agreement • August 1st, 2018 • Ophthotech Corp. • Pharmaceutical preparations
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, subject to your execution below, this letter hereby further amends the employment letter, dated April 26, 2013, between you and Ophthotech Corporation (the “Company”), as amended by letters dated February 26, 2015 and April 24, 2017 between you and the Company (as amended, the “Employment Letter”) by making the following change:
