4,848,485 Shares1 XBiotech Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • June 3rd, 2019 • XBiotech Inc. • Pharmaceutical preparations • New York
XBiotech Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 4,848,485 shares (the “Firm Shares”) of the common shares, no par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 4,848,485 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the Underwriter an option to purchase up to 351,515 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
XBiotech Inc. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 1st, 2019 • XBiotech Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), XBiotech Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common shares, no par value per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”), on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
XBIOTECH INC. $50,260,000 cOMMON STOCK SALES AGREEMENTSales Agreement • September 26th, 2016 • XBiotech Inc. • Pharmaceutical preparations • New York
INDUSTRIAL SPACE LEASEIndustrial Space Lease • March 10th, 2015 • XBiotech Inc. • Pharmaceutical preparations
THIS INDUSTRIAL SPACE LEASE (“Lease”), made as of the 14th day of January, 2008 by and between NNN Met Center 4-9, LP, a Texas limited partnership (“Landlord”) acting by and through Triple Net Properties Realty, Inc. (“Agent” for Landlord) and XBiotech USA, Inc., a Delaware corporation (“Tenant”);
XBIOTECH, INC. [ ] Shares of Common Stock No par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2015 • XBiotech Inc. • Pharmaceutical preparations • New York
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • January 5th, 2024 • XBiotech Inc. • Pharmaceutical preparations • Texas
This CONVERTIBLE LOAN AGREEMENT (“Agreement”) is made as of January 3, 2024 (the “Effective Date”) by and among XBiotech Inc., a British Columbia corporation (the “Company”), and John Simard (“Lender”).
ESCROW AGREEMENTEscrow Agreement • March 27th, 2015 • XBiotech Inc. • Pharmaceutical preparations • New York
These instructions may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Board Member AgreementBoard Member Agreement • July 16th, 2019 • XBiotech Inc. • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”), dated as of the 10 day of July, 2019, is between Peter Libby, M.D., an individual having a residence at 109 Larch Road Cambridge MA 02138 (the “Board Director”), and XBiotech Inc., a British Columbia corporation with its principal executive office located at 5217 Winnebago Lane, Austin, Texas 78744 (the “Company”).
CLINICAL MANUFACTURING AGREEMENT BY AND BETWEEN [[5252615]] XBIOTECH USA, INC. AN D JANSSEN RESEARCH & DEVELOPMENT LLCClinical Manufacturing Agreement • March 16th, 2020 • XBiotech Inc. • Pharmaceutical preparations • New York
SCHEDULE C CONFIDENTIALITY AND ASSIGNMENT OF INVENTIONS AGREEMENT XBIOTECH INC.Inventions Agreement • December 10th, 2014 • XBiotech Inc. • Pharmaceutical preparations • British Columbia
The purpose of this letter is to confirm and record the terms of the agreement (the “Agreement”) between you and XBiotech Inc. (“XBiotech”) concerning the terms on which you will (i) receive from and disclose to XBiotech proprietary and confidential information; (ii) agree to keep the information confidential, to protect it from disclosure and to use it only in accordance with the terms of this Agreement; and (iii) assign to XBiotech all rights, including any ownership interest which may arise in all inventions and intellectual property developed or disclosed by you over the course of your work during your employment with XBiotech. The effective date (“Effective Date”) of this Agreement is the date that you start or started working at XBiotech, as indicated in the employment agreement between you and XBiotech dated as of the date of this Agreement.
XBiotech Inc. 2015 Equity Incentive Plan Nonqualified Share Option AgreementNonqualified Share Option Agreement • March 15th, 2023 • XBiotech Inc. • Pharmaceutical preparations • Delaware
This Nonqualified Share Option Agreement (“Agreement”) is made and entered into, subject to shareholder approval, by and between XBiotech Inc. (the “Company”) and ###PARTICIPANT_NAME### (“Participant”) to reflect the terms of an option granted to Participant under the XBiotech Inc. 2015 Equity Incentive Plan (“Plan”) by action of the Board of Directors of the Company on ###GRANT_DATE### (“Grant Date”) in consideration of services rendered or to be rendered by the Participant.
Asset Purchase Agreement Dated as of December 7, 2019Asset Purchase Agreement • December 30th, 2019 • XBiotech Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) dated as of December 7, 2019 is entered into between Janssen Biotech, Inc., a Pennsylvania corporation (“Buyer”), and XBiotech Inc., a corporation existing under the laws of the Province of British Columbia (“Seller”). Buyer and Seller are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”. Certain capitalized terms used herein have the meanings ascribed to them in Section 1.1.
XBiotech Inc. 2015 Equity Incentive Plan Incentive Share Option AgreementIncentive Share Option Agreement • March 15th, 2023 • XBiotech Inc. • Pharmaceutical preparations • Delaware
This Incentive Share Option Agreement (“Agreement”) is made and entered into, subject to shareholder approval, by and between XBiotech Inc. (the “Company”) and ###PARTICIPANT_NAME### (“Participant”) to reflect the terms of an option granted to Participant under the XBiotech Inc. 2015 Equity Incentive Plan (“Plan”) by action of the President & Chief Executive Officer of the Company administering the Plan pursuant to delegation of authority under section 3.1 of the Plan on ###GRANT_DATE### (“Grant Date”) in consideration of services rendered or to be rendered by the Participant.
Re: Change in Control AgreementXBiotech Inc. • February 2nd, 2015 • Pharmaceutical preparations • British Columbia
XBiotech Inc. (the “Company”) considers it essential to the best interests of its members to foster the continuous employment of its senior executive officers. In this regard, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its members that appropriate steps should be taken to reinforce and encourage management’s continued attention, dedication and availability to the Company in the event of a Potential Change in Control (as defined in Section 2), without being distracted by the uncertainties which can arise from any possible changes in control of the Company.
CLINICAL MANUFACTURING agreement By and between XBiotech USA, Inc. And JANSSEN RESEARCH & DEVELOPMENT LLCClinical Manufacturing Agreement • December 30th, 2019 • XBiotech Inc. • Pharmaceutical preparations • New York
This CLINICAL MANUFACTURING AGREEMENT (this “Agreement”) is entered into as of December 30, 2019 (the “CMA Effective Date”), by and between JANSSEN RESEARCH & DEVELOPMENT LLC, a Pennsylvania corporation, having its principal place of business at 800/850 Ridgeview Drive, Horsham, PA 19044 (hereinafter “Company”), and XBIOTECH USA, INC., a Delaware corporation, having its principal place of business at 5217 Winnebago Lane, Austin, TX 78744 (“SUPPLIER”). Company and SUPPLIER are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ContractTransition Services Agreement • December 30th, 2019 • XBiotech Inc. • Pharmaceutical preparations • New York
[*****] Text omitted for confidential treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 3rd, 2017 • XBiotech Inc. • Pharmaceutical preparations • British Columbia
This subscription agreement (this “Subscription Agreement”) is made as of March ___, 2017, by and between the investor identified on the signature pages hereto (“Investor”) and XBiotech, Inc., a British Columbia corporation (the “Company”), and the parties hereto agree as follows:
RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • March 10th, 2015 • XBiotech Inc. • Pharmaceutical preparations • Texas
This Research Collaboration Agreement (“Agreement”) is made effective this 15th day of December, 2014 (“Effective Date”), by and between XBiotech USA, Inc. (“XBiotech”), a Delaware corporation whose principal place of business is located at 8201 East Riverside Drive, Building 4, Suite 100, Austin, TX 78744, and South Texas Blood & Tissue Center, a Texas 501(c)(3) non-profit corporation (“STBTC”), whose principal place of business is located at 6211 IH 10 West, San Antonio, Texas 78201. Individually each may also be referred to herein as a “Party” and collectively referred to as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENT XBIOTECH INC.Employment Agreement • February 2nd, 2015 • XBiotech Inc. • Pharmaceutical preparations • British Columbia
This Agreement confirms the terms and conditions of your employment by the Company and will constitute your employment agreement. Those terms and conditions are set out below:
INDEMNITY AGREEMENTIndemnity Agreement • February 2nd, 2015 • XBiotech Inc. • Pharmaceutical preparations • British Columbia
XBIOTECH INC., a company duly incorporated under the laws of the Province of British Columbia, and having a registered office at 2500 – 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3
ContractAgreement • December 30th, 2019 • XBiotech Inc. • Pharmaceutical preparations • New York
[*****] Text omitted for confidential treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Board Member AgreementBoard Member Agreement • February 2nd, 2015 • XBiotech Inc. • Pharmaceutical preparations • New York
This Agreement (this “Agreement”), dated as of the 4th day of November 2014, is between, Daniel Vasella, an individual having a residence at , (the “Board Director”), and XBiotech Inc., a Canadian corporation with a place of business at 300-1055 West Hastings Street, Vancouver BC V6E 2E9 Canada (the “Company”).
5258968]] TRANSITION SERVICES AGREEMENT BY AND BETWEEN JANSSEN RESEARCH & DEVELOPMENT, LLC AND XBIOTECH USA, INC. DATED AS OF DECEMBER 30, 2019 [[5258968]] ARTICLE I DEFINITIONS.................................................Transition Services Agreement by And • March 16th, 2020 • XBiotech Inc. • Pharmaceutical preparations • New York
CONFIDENTIAL GS SV LICENCE ROWAgreement • March 10th, 2015 • XBiotech Inc. • Pharmaceutical preparations
Confidential portions of this document have been omitted and have been filed separately with the Securities and Exchange Commission pursuant to an application for confidential treatment requested under Rule 406 of the Securities Act of 1933, as amended. [**] indicates omitted material that is the subject of the confidential treatment request filed separately with the Commission.
