OTONOMY, INC. 6,288,890 Shares of Common Stock And Pre-Funded Warrants to Purchase 7,111,110 Common Shares Underwriting AgreementUnderwriting Agreement • April 9th, 2021 • Otonomy, Inc. • Pharmaceutical preparations • New York
Otonomy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,288,890 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), pre-funded warrants to purchase an aggregate of 7,111,110 shares of Common Stock in a form to be mutually agreed by the Company and the Representatives (the “Warrants”) and, at the option of the Underwriters, up to an additional 2,010,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Warrants are herein referred to as the “Underwritten Securities”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Warrant Shares”. The Shares, the Warrants and the Warrant Share
OTONOMY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 1st, 2014 • Otonomy, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Otonomy, 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.
OTONOMY, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 4th, 2021 • Otonomy, Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 3rd, 2019 • Otonomy, 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 December 31, 2018 (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 OTONOMY, INC., a Delaware corporation with offices located at 4796 Executive Drive, San Diego, CA 92121 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LEASE AGREEMENTLease Agreement • May 12th, 2015 • Otonomy, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 11th day of May, 2015, between ARE-SD REGION NO. 34, LLC, a Delaware limited liability company (“Landlord”), and OTONOMY, INC., a Delaware corporation (“Tenant”).
OTONOMY, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 5th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of July 31, 2013, by and between Square 1 Bank (“Bank”) and Otonomy, Inc. (“Borrower”).
OTONOMY, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2017 • Otonomy, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is entered into by and between Otonomy, Inc. (the “Company”), and Kathie Bishop, Ph.D. (“Executive”) as of the date the Company and Executive have each executed this Agreement, as set forth below. The terms of this Agreement will become effective on January 3, 2017 (the “Effective Date”).
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR...Warrant Agreement • June 5th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, [ ], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Otonomy, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times 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 [ ] , by and among the Company and the purchasers described therein (the “Purchase Agreement”). The holder of this Warrant is subject to certain restrictions set forth in the Purchase Agreement.
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • July 11th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • California
This Asset Transfer Agreement is made as of April 30, 2013 between Otonomy, Inc., a Delaware corporation (“Otonomy”), and IncuMed, LLC, a Nevada LLC (“IncuMed”). Otonomy and IncuMed are each referred to herein as a “Party” and collectively as the “Parties.”
OTONOMY, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 28th, 2022 • Otonomy, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is entered into by and between Otonomy, Inc. (the “Company”), and Paul E. Cayer (“Executive”) as of the date the Company and Executive have each executed this Agreement, as set forth below. The terms of this Agreement will become effective on April 16, 2021 (the “Effective Date”).
LICENSE AGREEMENT BETWEEN OTONOMY, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO. SD2008-274, SD2009-077 THROUGH SD2009-098 AND SD 2009-126License Agreement • July 11th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • California
LICENSEE may request that the UNIVERSITY take legal action against the infringement of University’s Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, then the UNIVERSITY or the U.S. Government has the right to:
LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • July 11th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • California
Each of the above milestones shall be payable once only and only for the first occurrence of each such milestone, irrespective of the number of Licensed Products that may achieve such milestone, and only to the extent the Licensed Product triggering such milestone is Covered by a Valid Claim in the country in which the applicable filing or approval occurs.
OTONOMY, INC. WARRANT TO PURCHASE CAPITAL STOCKWarrant Agreement • June 5th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • California
This Warrant to Purchase Capital Stock (this “Warrant”) has been issued as part of a series of similar warrants (collectively, the “Warrants”) issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of December [ ], 2008 (the “Agreement”), by and among the Company and the individuals and entities listed on the Schedule of Lenders attached thereto. Pursuant to the Agreement, the Company also issued to Holder a Secured Convertible Promissory Note, dated as of even date herewith (the “Note”), for the aggregate principal amount of $[ ] (the “Original Holder Principal Amount”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • May 12th, 2015 • Otonomy, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made as of May 11, 2015, by and between ARE-SD REGION NO. 25, LLC, a Delaware limited liability company (“Landlord”), and OTONOMY, INC., a Delaware corporation (“Tenant”).
OTONOMY, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 4th, 2021 • Otonomy, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is entered into by and between Otonomy, Inc. (the “Company”), and Alan C. Foster, Ph.D. (“Executive”) as of the date the Company and Executive have each executed this Agreement, as set forth below. The terms of this Agreement will become effective on April 16, 2021 (the “Effective Date”).
ContractWarrant Agreement • June 5th, 2014 • Otonomy, 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.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 5th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2014 by and among OTONOMY, INC., a Delaware corporation (the “Company”), and the investors set forth on the Schedule of Investors attached hereto as Exhibit A (each, an “Investor” and collectively, the “Investors”).
Third Amendment TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 4th, 2021 • Otonomy, Inc. • Pharmaceutical preparations • California
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 2, 2021, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and OTONOMY, INC., a Delaware corporation with offices located at 4796 Executive Drive, San Diego, CA 92121 (“Borrower”).
LEASE TERMINATION AGREEMENTLease Termination Agreement • December 29th, 2022 • Otonomy, Inc. • Pharmaceutical preparations
This Lease Termination Agreement (this “Agreement”) is executed as of December 23, 2022, between ARE-SD REGION NO. 34, LLC, a Delaware limited liability company (“Landlord”), and OTONOMY, INC., a Delaware corporation (“Tenant”), for the purpose of terminating the Lease Agreement between Landlord and Tenant dated May 11, 2015 (the “Lease”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Lease.
