Axcella Health Inc. Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2022 • Axcella Health Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2022, between Axcella Health Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Standard Contracts
Underwriting AgreementUnderwriting Agreement • May 11th, 2020 • Axcella Health Inc. • Biological products, (no disgnostic substances) • New York
Axcella Health 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 [ · ] shares of common stock, $0.001 par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ · ] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Axcella Health Inc. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • June 5th, 2020 • Axcella Health Inc. • Biological products, (no disgnostic substances) • New York
Axcella Health Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made as of the 31st day of December, 2018 (the “Effective Date”), between Axcella Health Inc. a Delaware corporation (the “Company”), and Thomas Leggett (the “Executive”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the letter agreement dated December 14, 2016 (the “Prior Agreement”), as well as any offer letter, employment agreement or severance agreement.
AXCELLA HEALTH INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Axcella Health Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2022 • Axcella Health Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2022, between Axcella Health Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AXCELLA HEALTH INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Axcella Health Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).(1)
Amended and Restated employment AGREEMENTEmployment Agreement • May 11th, 2020 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made as of the 29th day of December, 2018 (the “Effective Date”), between Axcella Health Inc. a Delaware corporation (the “Company”), and Manu Chakravarthy, M.D., Ph.D. (the “Executive”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the letter agreement dated July 24, 2017 (the “Prior Agreement”), as well as any offer letter, employment agreement or severance agreement.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Loan and Security Agreement • September 7th, 2021 • Axcella Health Inc. • Biological products, (no disgnostic substances) • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of September 2, 2021 (the “Effective Date”) among SLR INVESTMENT CORP., a Maryland corporation, with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and AXCELLA HEALTH INC., a Delaware corporation (“Axcella”), and ACORA NUTRITION LLC, a Delaware limited liability company (“Acora” and, individually and collectively, jointly and severally with Axcella, “Borrower”), with offices located at 840 Memorial Drive, 3rd Floor, Cambridge, MA 02139, provides the terms on which the Lenders shall lend to Borrower and Borrower shall
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2021 • Axcella Health Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (“Agreement”) is made as of the 2nd Day of March, 2021 between Axcella Health Inc., a Delaware corporation (the “Company”), and Alison Schecter (the “Executive”).
AXCELLA HEALTH INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 30th day of November, 2018, by and among Axcella Health Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto and any subsequent purchasers of Preferred Stock who become parties hereto as “Investor” pursuant to Section 6.10 below, each of which is referred to in this Agreement as an “Investor”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2022 • Axcella Health Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (“Agreement”) is made as of the 26th Day of May 2022 between Axcella Health Inc., doing business as Axcella Therapeutics, a Delaware corporation (the “Company”), and Daniel Kirby (the “Executive”).
December 14, 2016 BY EMAIL Mr. Thomas Leggett Re: Employment Agreement Dear Tom:Employment Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
On behalf of Axcella Health Inc. (the “Company”), and the entire Board of Directors of the Company (the “Board”), I am delighted to offer you employment with the Company. This offer letter agreement (the “Agreement”) describes the terms and conditions of such employment.
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2022 • Axcella Health Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (“Agreement”) is made as of the 24th Day of January 2022 between Axcella Health Inc., a Delaware corporation (the “Company”), and Robert Crane (the “Executive”).
Chairman and Consulting AgreementChairman and Consulting Agreement • November 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Florida
This agreement (the “Agreement”), effective August 22, 2019 (the “Effective Date”), between David Epstein, and Axcella Health Inc. (the “Company”) (each, a “Party” and together the “Parties”) and sets the terms of and compensation for Mr. Epstein’s position as Chairman of the Company’s Board of Directors (“Chairman”) and additional consulting services.
Letter Agreement for Retention and to Amend Employment AgreementLetter Agreement for Retention and to Amend Employment Agreement • February 17th, 2023 • Axcella Health Inc. • Biological products, (no disgnostic substances)
The purpose of this letter agreement (“Letter Agreement”) is to provide an incentive for you to continue employment with Axcella Health Inc. (“Axcella” or “the Company”)1 during the Transition Period (as defined below), and to amend the terms of your Employment Agreement with the Company dated December 19, 2018 as amended September 16, 2020 that provide for severance in the event of a Termination Without Cause or for Good Reason. All capitalized terms not defined in this Letter Agreement have the definitions set out in the Employment Agreement.
RIVERSIDE TECHNOLOGY CENTER FIFTH LEASE EXTENSION AND MODIFICATION AGREEMENT TO THE LEASE BETWEEN RIVERTECH ASSOCIATES II LLC AND AXCELLA HEALTH, INC., (f/k/a PRONUTRIA BIOSCIENCES, INC. and f/k/a ESSENTIENT, INC.)Lease Extension and Modification Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Fifth Lease Extension and Modification Agreement (the “Fifth Lease Amendment”) entered into this 28th day of April, 2017 by and between Rivertech Associates II, LLC, a Massachusetts limited liability company with a principal address c/o The Abbey Group 177 Huntington Ave. 24th Floor Boston, Massachusetts 02115 herein, (the “Lessor”), and Axcella Health, Inc. (as successor in interest to Pronutria Biosciences, Inc., itself the successor in interest to Essentient, Inc.), with a business address at 840 Memorial Drive Cambridge, Massachusetts (herein the “Lessee”), with respect to a certain Lease dated December 28,2010 (the “Original Lease”) for certain office and laboratory space in the building at 840 Memorial Drive Cambridge, Massachusetts (the “Building”); as amended by a Lease Extension and Modification Agreement December 9,2013 (“First Lease Amendment”): by a Second Lease Extension and Modification Agreement July 31, 2014 (“Second Lease Amendment”): by a Third Lease Extension an
CONVERTIBLE PROMISSORY NOTE AXCELLA HEALTH INC.Convertible Promissory Note • September 23rd, 2022 • Axcella Health Inc. • Biological products, (no disgnostic substances) • New York
This Note: (a) is one of a series of similar Notes issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of September 20, 2022, by and among the Company and the purchasers from time to time party thereto and (b) is subject in all respects to the terms and conditions set forth in the Purchase Agreement. This Note is convertible as provided in Section 4 of the Purchase Agreement. This Note is an unsecured obligation of the Company.
INDENTURE OF LEASE by and between RIVERTECH ASSOCIATES EE, LLC (“LESSOR”) and ESSENTIENT, INC. (“LESSEE”) RIVERSIDE TECHNOLOGY CENTERLease Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
Agreement entered into this 28th day of December, 2010 in consideration of the covenants and other benefits herein contained the receipt and sufficiency of said consideration being hereby acknowledged.
Letter Agreement for Retention and to Amend Employment AgreementLetter Agreement for Retention and to Amend Employment Agreement • February 17th, 2023 • Axcella Health Inc. • Biological products, (no disgnostic substances)
The purpose of this letter agreement (“Letter Agreement”) is to provide an incentive for you to continue employment with Axcella Health Inc. (“Axcella” or “the Company”)1 during the Transition Period (as defined below), and to amend the terms of your Employment Agreement with the Company dated December 20, 2018 that provide for severance in the event of a Termination Without Cause or resignation for Good Reason. All capitalized terms not defined in this Letter Agreement have the definitions set out in the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2021 • Axcella Health Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (“Agreement”) is made as of the 1st Day of December, 2021 between Axcella Health Inc. d/b/a Axcella Therapeutics, a Delaware corporation (the “Company”), and Margaret Koziel, MD (the “Executive”).
AXCELLA HEALTH INC. FIFTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO- SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
This FIFTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made as of November 30, 2018 by and among Axcella Health Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and any subsequent purchasers of Preferred Stock who become parties hereto as “Investors” pursuant to Section 6.16 below and the Key Holders listed on Schedule B.
Letter Agreement for Retention and to Amend Employment AgreementLetter Agreement for Retention and to Amend Employment Agreement • February 17th, 2023 • Axcella Health Inc. • Biological products, (no disgnostic substances)
The purpose of this letter agreement (“Letter Agreement”) is to provide an incentive for you to continue employment with Axcella Health Inc. (“Axcella” or “the Company”)1 during the Transition Period (as defined below), and to amend the terms of your Employment Agreement with the Company dated December 1, 2021 that provide for severance in the event of a Termination Without Cause or for Good Reason. All capitalized terms not defined in this Letter Agreement have the definitions set out in the Employment Agreement.
April 18, 2018 William R. Hinshaw, Jr. Dear William:Employment Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances)
On behalf of Axcella Health, Inc. (the “Company”), I am delighted to offer you employment with the Company. This offer letter (the “Offer Letter”) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company.
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2020 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made effective as of September 16, 2020 (the “Amendment Effective Date”), by and between Axcella Health Inc., a Delaware corporation (the “Company”), and Paul Fehlner, J..D., Ph.D. (the “Executive”).
RIVERSIDE TECHNOLOGY CENTER SIXTH LEASE EXTENSION AND MODIFICATION AGREEMENT TO THE LEASE BETWEEN RIVERTECH ASSOCIATES II LLC AND AXCELLA HEALTH, INC., (f/k/a PRONUTRIA BIOSCIENCES, INC. and f/k/a ESSENTIENT, INC.)Lease Extension and Modification Agreement • March 17th, 2021 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Sixth Lease Extension and Modification Agreement (the "Sixth Lease Amendment") entered into this 1st day of October, 2020 by and between Rivertech Associates II, LLC, a Massachusetts limited liability company with a principal address c/o The Abbey Group 177 Huntington Ave. 24th Floor Boston, Massachusetts 02115 herein, the "Lessor"), and Axcella Health, Inc. (as successor in interest to Pronutria Biosciences, Inc., itself the successor in interest to Essentient, Inc.), with a business address at 840 Memorial Drive Cambridge, Massachusetts (herein the "Lessee"), with respect to a certain Lease dated December 28, 2010 (the "Original Lease") for certain office and laboratory space in the building at 840 Memorial Drive Cambridge, Massachusetts (the "Building"); as amended by a Lease Extension and Modification Agreement December 9, 2013 ("First Lease Amendment"); by a Second Lease Extension and Modification Agreement July 31, 2014 ("Second Lease Amendment"); by a Third Lease Extension
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2022 • Axcella Health Inc. • Biological products, (no disgnostic substances)
This First Amendment to Securities Purchase Agreement (this “Amendment”) is made and entered into as of September 30, 2022, and amends the Securities Purchase Agreement (the “Agreement”) dated as of September 20, 2022 by and among Axcella Health Inc., a Delaware corporation (“Company”) and the purchasers who executed a counterparty signature page thereto (each a “Purchaser”, and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (“Agreement”) is made as of the 1stth of January, 2019 (the “Effective Date”), between Axcella Health Inc. a Delaware corporation (the “Company”), and Shreeram Aradhye (the “Executive”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is effective as of the 31st day of May, 2018 (the “Effective Date”), by and between (i) Axcella Health, Inc., a Delaware corporation (the “Company”), and (ii) Robert Connelly (the “Repurchase Stockholder”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 30, 2018 (the “Amendment Effective Date”), is made among Axcella Health Inc., a Delaware corporation (the “Axcella”), and Acora Nutrition LLC, a Delaware limited liability company (“Acora” and, individually and collectively, jointly and severally with Axcella, the “Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 5, 2018 (the “Amendment Effective Date”), is made among Axcella Health Inc., a Delaware corporation (the “Axcella”), and Acora Nutrition LLC, a Delaware limited liability company (“Acora” and, individually and collectively, jointly and severally with Axcella, the “Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 31st, 2020 • Axcella Health Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 28, 2020 (the “Amendment Effective Date”), is made among Axcella Health Inc., a Delaware corporation (the “Axcella”), and Acora Nutrition LLC, a Delaware limited liability company (“Acora” and, individually and collectively, jointly and severally with Axcella, the “Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a
AXCELLA HEALTH INC. FIFTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
This FIFTH AMENDED AND RESTATED VOTING AGREEMENT is made and entered into as of this 30th day of November, 2018 by and among Axcella Health Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), each holder of the Company’s Series B Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”), each holder of the Company’s Series B-1 Preferred Stock, $0.001 par value per share (“Series B-1 Preferred Stock”), each holder of the Company’s Series C Preferred Stock, $0.001 par value per share (‘Series C Preferred Stock”), each holder of the Company’s Series D Preferred Stock, $0.001 par value per share (“Series D Preferred Stock”), and each holder of the Company’s Series E Preferred Stock, $0.001 par value per share (“Series E Preferred Stock” and together with the Series A Preferred Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock, the Series C Preferred Sto
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2020 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made effective as of August 1, 2020 (the “Amendment Effective Date”), by and between Axcella Health Inc., a Delaware corporation (the “Company”), and Manu Chakravarthy, M.D., Ph.D. (the “Executive”).
Re: Separation Agreement Dear Thomas:Separation Agreement • November 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation of employment from Axcella Health Inc. (the “Company”). As more fully set forth below, the Company desires to provide you with certain severance benefits in exchange for certain agreements by you. In addition, as more fully set forth below you shall have up to twenty one (21) days in which to consider and accept the terms of this Agreement and seven days after signing to rescind. As such, this Agreement shall become effective on the eighth (8th) day following your acceptance of it (the “Effective Date”).
