Apellis Pharmaceuticals, Inc. 6,000,000 Shares Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • March 7th, 2019 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Apellis Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 6,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 900,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context
APELLIS PHARMACEUTICALS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 16, 2019 3.500% Convertible Senior Notes due 2026Indenture • September 16th, 2019 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of September 16, 2019 between APELLIS PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 27th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Apellis Pharmaceuticals, Inc., 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.
Apellis Pharmaceuticals, Inc. Shares Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • October 20th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Apellis Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural
May 6, 2020Call Option Transaction • May 7th, 2020 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Apellis Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 20th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 20, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and APELLIS PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Dealer]Base Call Option Transaction • September 16th, 2019 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Apellis Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Apellis Pharmaceuticals, Inc. $150,000,000 Shares Common Stock ($0.0001 par value per share) Amended and Restated Equity Distribution AgreementEquity Distribution Agreement • October 4th, 2019 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Reference is made to the Equity Distribution Agreement, dated as of December 28, 2018 (the “Original Agreement”), by and between Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (“Citigroup”), pursuant to which the Company proposed to issue and sell through Citigroup, from time to time during the term of the Original Agreement, on the terms and subject to the conditions set forth in the Original Agreement, shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Company, Citigroup and Jefferies LLC (“Jefferies” together with Citigroup, collectively, the “Managers”, and each individually a “Manager”) wish to amend and restate the Original Agreement in its entirety as provided hereby.
Exchange AgreementExchange Agreement • August 2nd, 2022 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Apellis Pharmaceuticals, Inc. 8,750,000 Shares Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • November 17th, 2021 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Apellis Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 8,750,000 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,312,500 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the contex
Apellis Pharmaceuticals, Inc. 7,446,809 Shares Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • March 25th, 2022 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Apellis Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 7,446,809 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,117,021 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the contex
Apellis Pharmaceuticals, Inc. Shares Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • April 16th, 2018 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Apellis Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [•] shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
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. FINANCING AGREEMENT...Financing Agreement • August 1st, 2024 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
BLUEGRASS EYE BUILDING OFFICE LEASE AGREEMENT BY AND BETWEEN DHB PROPERTIES. LLC, A KENTUCKY PROFESSIONAL SERVICE CORPORATION (“LANDLORD”) AND APELLIS PHARMACUTICALS, INC. A DELAWARE CORPORATION (“TENANT”) DATED OCTOBER 21, 2010Office Lease Agreement • October 13th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Kentucky
THIS OFFICE LEASE AGREEMENT (“Lease”) is entered into and made this day of October, 2010, by and between (i) DHB PROPERTIES, LLC, a Kentucky professional services corporation (“Landlord”), and (ii) APELLIS PHARMACEUTICALS, INC, a Delaware corporation (“Tenant”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. CONFIDENTIAL UNIVERSITY of PENNSYLVANIA Patent License AgreementPatent License Agreement • October 13th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of March , 2008, by and among Potentia Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and those individuals identified on Exhibit A hereto (individually, each a “Stockholder” and collectively, the “Stockholders”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. CONFIDENTIAL UNIVERSITY OF PENNSYLVANIA Amended and Restated Patent License AgreementPatent License Agreement • October 13th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of March , 2008, by and among Potentia Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and those individuals identified on Exhibit A hereto (individually, each a “Stockholder” and collectively, the “Stockholders”).
SALES AGREEMENTSales Agreement • November 1st, 2023 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (the “Manager”) as follows:
ASSET PURCHASE AGREEMENT dated September 24, 2014 between APELLIS PHARMACEUTICALS, INC. and POTENTIA PHARMACEUTICALS, INC.Asset Purchase Agreement • October 13th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement is entered into as of September 24, 2014 by and between Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Buyer”), and Potentia Pharmaceuticals, Inc., a Delaware corporation (the “Seller”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 30th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 7th day of August, 2017, by and among Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any additional Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.
VOTING AGREEMENTVoting Agreement • August 30th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This is a Voting Agreement (this “Agreement”), dated as of September 8, 2015 between Apellis Pharmaceuticals, Inc., a Delaware corporation (“Apellis”), and Potentia Pharmaceuticals, Inc., a Delaware corporation (“Potentia”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 19th, 2015 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 30th day of July, 2013, by and among Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
CONSULTING AGREEMENTConsulting Agreement • October 13th, 2015 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of August 20, 2015 (the “Effective Date”), by and between Apellis Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business being 6400 Westwind Way, Suite A, Crestwood, Kentucky, 40014 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
FOURTH AMENDMENT TO LEASELease • February 25th, 2021 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into this 13th day of November, 2020 (the “Effective Date”) by and between NWALP PHOP Property Owner LLC, a Delaware limited liability company (the “Landlord”), and Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Tenant”).
Nonstatutory Stock Option Agreement Granted Under 2017 Stock Incentive PlanNonstatutory Stock Option Agreement • October 27th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • January 20th, 2022 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Jefferies LLC (the “Manager”) as follows:
STANDARD OFFICE LEASEStandard Office Lease • May 7th, 2019 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Standard Office Lease (“Lease”) is made as of March 29, 2019 by and between Geary-Market Investment Company, Ltd., a California corporation (“Landlord”), and Apellis Pharmaceuticals, Inc., a Delaware corporation, (“Tenant”), who agree as follows:
DEVELOPMENT FUNDING AGREEMENTDevelopment Funding Agreement • May 7th, 2019 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Development Funding Agreement (“Agreement”), made effective as of February 28, 2019 (the “Effective Date”), is by and between Apellis Pharmaceuticals Inc., a Delaware corporation, with a principal place of business at 6400 Westwind Way, Suite A, Crestwood, KY 40014, USA (“Apellis”), and SFJ Pharmaceuticals XI, L.P. (“SFJ”), an SFJ Pharmaceuticals Group company and limited partnership organized and existing under the laws of Delaware, having its principal place of business at 5000 Hopyard Road, Suite 330, Pleasanton, CA 94588, US (each, a “Party” and collectively, the “Parties”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT AND TO CERTAIN FURTHER RESTRICTIONS SET FORTH IN A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY...Common Stock Purchase Warrant • October 20th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Golda Darty Partners, S.A., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, 200,000 shares of Common Stock, $0.0001 par value per share, of the Company (“Common Stock”), at a purchase price of $2.571 per share, at any time or from time to time on or after the date of issuance and on or before the earliest of: (i) 5:00 p.m. (Boston time) on October 19, 2018; (ii) the closing date of a “Deemed Liquidation Event” as defined in the Company’s Certificate of Incorporation, as amended and restated (the “Charter”); and (iii) the closing date of a “Qualified Public Offering” as defined in the Charter. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter ref
AMENDED AND RESTATED SUPPLY AGREEMENT by and betweenSupply Agreement • April 28th, 2021 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED SUPPLY AGREEMENT (this “Agreement”) is entered into effective as of February 12, 2021 (the “Effective Date”), by and between:
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. CONFIDENTIAL UNIVERSITY OF PENNSYLVANIA Amended and Restated Patent License AgreementPatent License Agreement • October 13th, 2015 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of March , 2008, by and among Potentia Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and those individuals identified on Exhibit A hereto (individually, each a “Stockholder” and collectively, the “Stockholders”).
CONSULTING AGREEMENTConsulting Agreement • October 13th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of August 20, 2015 (the “Effective Date”), by and between Apellis Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business being 6400 Westwind Way, Suite A, Crestwood, Kentucky, 40014 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
APELLIS PHARMACEUTICALS, INC. Nonstatutory Stock Option Inducement Award AgreementNonstatutory Stock Option Inducement Award Agreement • February 26th, 2019 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIRD AMENDMENT TO LEASELease • November 5th, 2019 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into this 25th day of September, 2019 (the “Effective Date”) by and between NWALP PHOP Property Owner LLC, a Delaware limited liability company (the “Landlord”), and Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Tenant”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • February 25th, 2021 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), dated as of October 27, 2020 (the “Effective Date”), is made by and among Apellis Switzerland GmbH, a company with limited liability (Gesellschaft mit beschränkter Haftung) registered under the laws of Switzerland and having its registered office at Zählerweg 10, 6300 Zug, Switzerland (“Apellis GmbH”), Apellis Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 100 5th Avenue, Waltham, MA 02451 USA (“Apellis US”) and APL DEL Holdings, LLC, a company organized and existing under the laws of Delaware with its registered agent located at c/o Vcorp Services, LLC, 1013 Centre Road, Suite 403-B, in the City of Wilmington, County of New Castle, Delaware, 19805 (“Apellis LLC”) (Apellis GmbH, Apellis US and Apellis LLC together referred to as “Apellis”) and Swedish Orphan Biovitrum AB (publ), a Swedish public company having its principal place of business at SE-112 76 Stockholm, Sweden (“Sobi”). Sobi an
SECOND AMENDMENT TO LEASELease • July 31st, 2019 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into this 5th day of June, 2019 (the “Effective Date”) by and between NWALP PHOP Property Owner LLC, a Delaware limited liability company (the “Landlord”), and Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Tenant”).
