VISTERRA, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2017 • Visterra, Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2015 • Visterra, 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 September 9, 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 and SQUARE 1 BANK, a North Carolina banking corporation with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank” or “Square 1”) (each a “Lender” and collectively, the “Lenders”), and VISTERRA, Inc., a Delaware corporation with offices located at One Kendall Square, Suite B3301, Cambridge, MA 02139 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as foll
VISTERRA, INC. Nonstatutory Stock Option Agreement Granted Under 2008 Stock Incentive PlanNonstatutory Stock Option Agreement • November 4th, 2015 • Visterra, Inc. • Pharmaceutical preparations
VISTERRA, INC. Incentive Stock Option Agreement Granted Under 2008 Stock Incentive PlanIncentive Stock Option Agreement • November 4th, 2015 • Visterra, Inc. • Pharmaceutical preparations
VISTERRA, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 17th, 2017 • Visterra, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
VISTERRA, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • January 17th, 2017 • Visterra, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 11th, 2015 • Visterra, 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 September 9, 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 and SQUARE 1 BANK, a North Carolina banking corporation with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank” or “Square 1”) (each a “Lender” and collectively, the “Lenders”), and VISTERRA, Inc., a Delaware corporation with offices located at One Kendall Square, Suite B3301, Cambridge, MA 02139 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as foll
SERIES C CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT VISTERRA, INC. June 29, 2016Series C Convertible Preferred Stock and Warrant Purchase Agreement • January 17th, 2017 • Visterra, Inc. • Pharmaceutical preparations • Delaware
This Series C Convertible Preferred Stock and Warrant Purchase Agreement dated as of June 29, 2016 (this “Agreement”) is made by and among (i) Visterra, Inc., a Delaware corporation (the “Company”), (ii) the persons and entities listed on Schedule 1 hereto (each individually, a “Purchaser” and collectively, the “Purchasers”), (iii) solely for the purposes of Sections 6 through 11 of this Agreement, the “Preferred Holders” (as defined in Section 8.1 below) who are not Purchasers, and, (iv) solely for the purposes of Sections 8 through 11 of this Agreement, the “Founder Holders” (as defined in Section 8.1 below), who are not Purchasers.
AMENDED AND RESTATED SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT VISTERRA, INC. September 12, 2014Series B Convertible Preferred Stock Purchase Agreement • December 11th, 2015 • Visterra, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Series B Convertible Preferred Stock Purchase Agreement dated as of September 12, 2014 (this “Agreement”) is made by and among (i) Visterra, Inc., a Delaware corporation (the “Company”), (ii) the persons and entities listed on Schedule 1 hereto (each individually, a “Purchaser” and collectively, the “Purchasers”), (iii) solely for the purposes of Sections 6 through 11 of this Agreement, the “Preferred Holders” (as defined in Section 8.1 below) who are not Purchasers, and, (iv) solely for the purposes of Sections 8 through 11 of this Agreement, the “Founder Holders” (as defined in Section 8.1 below).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND VISTERRA INC. EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • January 5th, 2016 • Visterra, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Visterra, Inc. (“COMPANY”), a Delaware corporate, with a principal place of business at One Kendall Square, Suite B3301, Cambridge, MA 02139.
AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) u RATING PAGE OF PAGES 1 70 ASPR-BARDA 200 Independence Ave., S.W. Room. 640-G Washington DC 20201 ASPR-BARDA 330 Independence Ave., SW, Room. G644 Washington DC 20201 VISTERRA,...Contract • November 9th, 2016 • Visterra, Inc. • Pharmaceutical preparations
This contract is for the advanced development of VIS410. Visterra, Inc. will develop a robust data package to support a BLA for the licensure of VIS410 as a treatment for severe/hospitalized influenza and patients at high risk of complications due to influenza infection. Options are also included for the treatment of pediatrics.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. License and Collaboration Agreement Between Visterra, Inc. and Serum Institute of India Ltd. August 7, 2015License and Collaboration Agreement • January 5th, 2016 • Visterra, Inc. • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into on August 7, 2015 (the “Effective Date”) between VISTERRA, INC., a Delaware corporation with its principal place of business at One Kendall Square, Suite B3301, Cambridge, MA 02139 (“Visterra”), and SERUM INSTITUTE OF INDIA LTD., a company incorporated under the Companies Act, 1956, and having its Registered Office at 212/2, Off Soli Poonawalla Road, Hadaspar, Pune 411028, India (“SIIL”). Visterra and SIIL are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DATED the 27th day of April, 2015 BETWEEN D3 (Drug Discovery & Development) AND Visterra Inc. AGREEMENT FOR RESEARCH...Research Collaboration Agreement • November 4th, 2015 • Visterra, Inc. • Pharmaceutical preparations
D3 (Drug Discovery & Development), Biomedical Sciences Institutes (Co. Registration No. 53239949L), a company incorporated in Singapore and having its principal office at 31 Biopolis Way, 01-02A Nanos, Singapore, 138669 (hereinafter referred to as “D3”) of the first part;
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. MASSACHUSETTS INSTITUTE OF TECHNOLOGY PARASOL THERAPEUTICS, INC. EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • January 5th, 2016 • Visterra, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Parasol Therapeutics, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at c/o Polaris Ventures, 1000 Winter Street, Waltham, Massachusetts 02451-1436.
CONSULTING AGREEMENTConsulting Agreement • January 5th, 2016 • Visterra, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (together with Exhibit A hereto, the “Agreement”) made as of February 17, 2013 (the “Effective Date”) is between Visterra, Inc., a Delaware corporation having an address at One Kendall Square, Suite B3301, Cambridge, MA 02142 (“Visterra”) and Ram Sasisekharan, Ph.D (“Consultant”), with an address at 77 Massachusetts Ave., Cambridge, MA. Visterra desires to have the benefit of Consultant’s knowledge and experience in the form of Consulting Services (defined below), and Consultant desires to provide Consulting Services to Visterra, all as provided in this Agreement.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.Letter Agreement • January 5th, 2016 • Visterra, Inc. • Pharmaceutical preparations • Delaware
This amended and restated letter agreement (including all appendices and attachments hereto, the “Letter Agreement”) is entered into on November 7, 2013 and effective as of September 12, 2012, in connection with the investment by the Bill & Melinda Gates Foundation (the “Foundation”), a Washington charitable trust that is a tax-exempt private foundation, of a total of six million and eight hundred thousand dollars ($6,800,000) for Series A Preferred Stock of Visterra, Inc. (the “Company”) at the per share price of $1.00 (the “Foundation Investment”). This Letter Agreement replaces the letter agreement, dated September 12, 2012, between the Company and the Foundation in its entirety. The Foundation is making the Foundation Investment in accordance with the provisions of the investment documents executed in connection with the closing of the supplemental Series A Preferred Stock offering (“Supplemental Closing”), including, without limitation, the Amended and Restated Series A Convertibl
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2016 • Visterra, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ], by and between VISTERRA, INC., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
