UNDERWRITING AGREEMENT between CANCER PREVENTION PHARMACEUTICALS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters CANCER PREVENTION PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Cancer Prevention Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries described in the Registration Statement (as hereinafter defined) as being subsidiaries of Cancer Prevention Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
WARRANT TO PURCHASE SHARESWarrant Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
THIS CERTIFIES THAT, for value received, upon the occurrence of a Qualified Financing or an Optional Conversion (as such terms are defined below) or its registered assigns (the “Holder”) is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) Shares (as defined below) in the amount and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of the date hereof (as amended, modified or supplemented), by and among the Company and the lenders described therein (the “Purchase Agreement”). All capitalized terms not otherwise defined shall have the meaning assigned to them in the Purchase Agreement or in the f
CANCER PREVENTNION PHARMACEUTICALS, INC.Stock Option Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
CANCER PREVENTION PHARMACEUTICALS, INC. SERIES A-2 PREFERRED STOCK PURCHASE AGREEMENTSeries a-2 Preferred Stock Purchase Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Series A-2 Preferred Stock Purchase Agreement (this “Agreement”) dated as of September __, 2012 is between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached as Exhibit A (the “Schedule of Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
THIS EMPLOYMENT AGREEMENT (the “Agreement”) between Jeffrey Jacob, an individual (the “Executive”), and Cancer Prevention Pharmaceuticals, Inc. (“CPP”), a Delaware corporation, is effective as of January 1, 2016 (the “Effective Date”) and recites and provides as follows:
ContractProduct Manufacturing & Supply Agreement • December 23rd, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Quebec
Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 9, 2016 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Sucampo AG, a Swiss corporation, and a wholly owned subsidiary of Sucampo Pharmaceuticals, Inc., a Delaware corporation (together, the “Purchaser”).
FORM OF NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
This Note and Warrant Purchase Agreement (the “Agreement”) is made effective as of January __, 2016 (the “Effective Date”) by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons named on the Schedule of Lenders attached hereto as Schedule I (individually a “Lender” and collectively, the “Lenders”).
ContractMaster Development Agreement • December 23rd, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission
WARRANT TO PURCHASE COMMON STOCK of CANCER PREVENTION PHARMACEUTICALS, INC. Dated as of_____________________________ Void after January 31, 2021Warrant Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, upon the occurrence of an IPO, a Change of Control Transaction or, at Maturity (as such terms are defined below) _________________________ or its registered assigns (the “Holder”) is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) Shares (as defined below) in the amount and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of the date hereof (as amended, modified or supplemented), by and among the Company and the lenders described therein (the “Purchase Agreement”) pursuant to which Holder was issued the Company’s Convertible Promissory Note (the “Note
OPTION AND COLLABORATION AGREEMENTOption and Collaboration Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Option and Collaboration Agreement (“Agreement”) dated 9th day of January, 2016 (“Effective Date”) by and between Cancer Prevention Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, having a place of business at 1760 East River Road, Suite 250, Tucson, Arizona 85718 (“CPP”), and Sucampo AG, a corporation organized and existing under the laws of Switzerland, having a place of business at Baarerstrasse 22, 6300 Zug, Switzerland (“Sucampo”). CPP and Sucampo are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AGREEMENT S0820 – CANCER PREVENTION PHARMACEUTICALS, INC.Research and Development • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement is hereby entered into by and between the SWOG (the “Group”), in conjunction with the SWOG Clinical Trials Initiative, LLC (“CTI”) located at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106 and Cancer Prevention Pharmaceuticals, Inc. (the “Company”), having a business at 1760 E. River Road – Ste. 250, Tucson, AZ 85718 agree as set forth below. The Effective Date of this Agreement is the date of final signature.
FIRST AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 8th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
This first amendment (“Amendment”) to the Amended and Restated Exclusive License Agreement between The Arizona Board of Regents on behalf of The University of Arizona, with its principal offices in Tucson, Arizona 85721 ("ARIZONA") and Cancer Prevention Pharmaceuticals, Inc. an Delaware Corporation with its principal place of business at 1760 E. River Rd., Suite 250, Tucson, AZ 85718 ("LICENSEE") is made effective on the date of the last authorized signature below (“Amendment Effective Date”).
CANCER PREVENTION PHARMACEUTICALS, INC. AMENDMENT TO VOTING AGREEMENTVoting Agreement • December 23rd, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to Voting Agreement (“Amendment”) is made as of September 27, 2012 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the undersigned Investors and Founders. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in that certain Voting Agreement dated as of September 17, 2012 between the Company and the Investors and Founders (the “Agreement”).
CANCER PREVENTION PHARMACEUTICALS, INC. VOTING AGREEMENTVoting Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
This Voting Agreement (this “Agreement”) is made as of September 17, 2012 by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A (each an “Investor,” and collectively the “Investors”), and the persons listed on Exhibit B (each a “Founder,” and collectively the “Founders”). The Founders and the Investors are referred to herein collectively as the “Voting Parties.”
CANCER PREVENTION PHARMACEUTICALS, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
This Investors’ Rights Agreement (this “Agreement”) is dated as of September 17, 2012, and is between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed on the Schedule of Investors attached hereto as Exhibit A (each, an “Investor” and collectively, the “Investors”).
AMENDMENT TO EMPLOYMENT AGREEMENT TO INCREASE ANNUAL SALARYEmployment Agreement • December 23rd, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
Re: EMPLOYMENT AGREEMENT entered into as of January 20, 2011, by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware Company (“CCP”) and Jeffrey Jacob (“Employee”).
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 23rd, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this "AGREEMENT" ), effective as of the date of the last authorized signature affixed hereto, is by and between the Arizona Board of Regents, a body corporate of the State of Arizona on behalf of The University of Arizona having its principal offices at Tucson, Arizona 85721 ("ARIZONA"), and Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation having its principal office at 1760 E. River Road, Suite 250, Tucson, AZ 85718 ("LICENSEE"), successor in interest to Cancer Prevention Pharmaceutical, LLC, an Arizona limited liability company (“CPP LLC”).
MASTER SERVICES AGREEMENTMaster Services Agreement • April 28th, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
Effective June 10, 2015 (the “Effective Date”), Cancer Prevention Pharmaceuticals, Inc. a Delaware corporation with offices located at 1760 E. River Road, Suite 250, Tucson, AZ 85718, (“CPP”), and Clear Pharma, Inc., a Delaware corporation with offices at 8 Wright Street, Suite 107, Westport, CT 06880, (“Contractor”) in consideration of the mutual covenants and agreements made hereunder, the receipt and sufficiency of which are hereby acknowledged, agree as follows (certain initially-capitalized terms are defined in the body of this Agreement and indexed above):
ContractPharmaceutical Product Co-Development and License Agreement • December 23rd, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission
CONVERTIBLE PROMISSORY NOTE AND NOTE PURCHASE AGREEMENT MODIFICATION AGREEMENTConvertible Promissory Note and Note Purchase Agreement Modification Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
This Convertible Promissory Note and Note Purchase Agreement Modification Agreement (“Agreement”) is made and entered into as of February __, 2011 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and _______________________________ (the “Holder”).
CANCER PREVENTION PHARMACEUTICALS, INC. AMENDMENT TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to Investors’ Rights Agreement (“Amendment”) is made as of September 27, 2012 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the undersigned Investors. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in that certain Investor Rights Agreement dated as of September 17, 2012 between the Company and the Investors (the “Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Effective __________________ (the “Effective Date”), Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation with offices at 1760 E. River Road, Suite 250, Tucson, Arizona 85718, FAX: 520-232-2191, (“CPP”) and _______________ (the “Indemnitee”), residing at _____________________, FAX: ______________, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, agree as follows (certain initially-capitalized terms appearing in this Agreement are defined in ARTICLE X below):
MODIFICATION TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note Modification • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
This Modification to Convertible Promissory Note (“Modification Agreement”) is made and entered into as of February __, 2012 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and _________________ (the “Holder”).
AMENDMENT No. 1 To PHARMACEUTICAL PRODUCT CO-DEVELOPMENT AND LICENSE AGREEMENTPharmaceutical Product Co-Development and License Agreement • December 23rd, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT No. 1 TO THE PHARMACEUTICAL PRODUCT CO-DEVELOPMENT AND LICENSE AGREEMENT (this “Amendment”), effective as of March ___, 2014 (the “Amendment No. 1 Effective Date”), is made by and between Cancer Prevention Pharmaceuticals, Inc., (“CPP”) and Tillotts Pharma AG, (“TILLOTTS”).
CANCER PREVENTION PHARMACEUTICALS, INC. AMENDMENT TO Right of First Refusal and Co-Sale AgreementRight of First Refusal and Co-Sale Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to Right of First Refusal and Co-Sale Agreement (“Amendment”) is made as of September 27, 2012 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the undersigned Investors and Founders. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in that certain Right of First Refusal and Co-Sale Agreement dated as of September 17, 2012 between the Company and the Investors and Founders (the “Agreement”).
PRODUCT MANUFACTURING & SUPPLY AGREEMENTProduct Manufacturing & Supply Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations
This Assignment, Assumption, and Second Amendment (“Amendment”) is effective as of February __, 2012 (“Effective Date”) by and between sanofi-aventis Canada Inc., with offices at 2150 St-Elzear Boulevard West, Laval, Quebec, Canada H7L4A8 (“Sanofi Canada”), sanofi-aventis U.S. LLC, with offices at 55 Corporate Drive, Bridgewater, NJ 08807 (“Sanofi US”), and Cancer Prevention Pharmaceuticals, LLC (CPP), having its principal place of business 1760 East River Road, Suite 250, Tucson, AZ 85718 (hereinafter “CPP” and together with Sanofi Canada and Sanofi US, the “Parties”).
FIRST AMENDMENT TO THE PRODUCT MANUFACTURING & SUPPLY AGREEMENTProduct Manufacturing & Supply Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Quebec
BETWEEN : SANOFI-AVENTIS CANADA INC., having its head office and principal place of business at 2150 St-Elzear Boulevard West, Laval, Quebec, Canada H7L 4A8 ,
STOCKHOLDERS AGREEMENTStockholders Agreement • December 23rd, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made effective as of December 31, 2009, by and among the individuals listed on the signature page and Exhibit A, and such other persons who shall become parties pursuant to the terms hereof (collectively, the “Stockholders”; individually, a “Stockholder”) and Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”).
CANCER PREVENTION PHARMACEUTICALS, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
This Right of First Refusal and Co-Sale Agreement (this “Agreement”) is dated as of September 17, 2012, and is between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the persons listed on Exhibit A (each, an “Investor,” and collectively, the “Investors”), the persons listed on Exhibit B (each, a “Founder,” and collectively, the “Founders”).
