SATSUMA PHARMACEUTICALS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • November 3rd, 2022 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”), as follows:
ContractWarrant Agreement • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SATSUMA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 26, 2018 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation (“Bank”), and SATSUMA 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:
SATSUMA PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of «Date» by and between Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and the Indemnitee covering indemnification.
SATSUMA PHARMACEUTICALS, INC.Stock Option Agreement • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2016 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
AGREEMENT AND PLAN OF MERGER among SHIN NIPPON BIOMEDICAL LABORATORIES, LTD.,Merger Agreement • April 17th, 2023 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of April 16, 2023, is entered into by and among Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation (“Parent”), and SNBL23 Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Purchaser”). Parent, Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
SATSUMA PHARMACEUTICALS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • September 3rd, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and Satsuma Pharmaceuticals, Inc. (the “Company”), effective as of [the latest date set forth by the signatures of the parties hereto below]/[the date Executive commences employment with the Company] (the “Effective Date”).
O Y S T E R P O I N T M A R I N A P L A Z AOffice Lease • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • California
SATSUMA PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 23, 2019Investors’ Rights Agreement • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of April 23, 2019, and is between Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2021 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2021 by and among Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT between SHIN NIPPON BIOMEDICAL LABORATORIES, LTD., and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as the Rights Agent Dated as of [ ], 2023Contingent Value Rights Agreement • April 17th, 2023 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2023 (this “Agreement”), is entered into between Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation (“Parent”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”).
This document supersedes any previous version shared with you SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS +Separation Agreement • May 11th, 2023 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Separation Agreement and General Release of Claims (“Separation Agreement”) is entered as of 3/31/2023 (“Effective Date”) into by Detlef Albrecht (“Employee”), and Satsuma, Inc., together with subsidiaries, affiliates (including TriNet Group, Inc.), predecessors and successors (collectively, the “Company”).
Amendment to Offer LetterAmendment to Offer Letter • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to the Offer Letter from Satsuma Pharmaceuticals, Inc. (the “Company”) to John A. Kollins dated as of June 17, 2016 (this “Amendment”), is effective upon the Closing of the Qualified Financing of the Company (as defined herein) (the “Effective Date”).
AMENDMENT NO. 3 TO LICENSING AND ASSIGNMENT AGREEMENTLicensing and Assignment Agreement • August 2nd, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 3 (“Amendment No. 3”) to LICENSING AND ASSIGNMENT AGREEMENT, made and entered into the 6th day of October, 2017 (“Amendment No. 3 Effective Date”) by and between Satsuma Pharmaceuticals, Inc., having its principal place of business at 395 Oyster Point Boulevard, South San Francisco, CA 94080, USA (“Company”) and Shin Nippon Biomedical Laboratories, Ltd., having its principal place of business at 2438, Miyanoura-cho, Kagoshima-shi, Kagoshima-ken, Japan (“SNBL”). Company and SNBL are collectively the “Parties”.
AMENDMENT NO. l TO LICENSING AND ASSIGNMENT AGREEMENTLicensing and Assignment Agreement • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. l (“Amendment No. l”) to the Licensing and Assignment Agreement by and between Satsuma Pharmaceuticals, Inc. (“Company”) and Shin Nippon Biomedical Laboratories, Ltd. (“SNBL”) of June 30, 2016 (the “Agreement”) is dated as of January 13, 2017 (“Amendment No. l Effective Date”)
AMENDMENT NO. 2 TO LICENSING AND ASSIGNMENT AGREEMENTLicensing and Assignment Agreement • August 2nd, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 2 (“Amendment No. 2”) to the Licensing and Assignment Agreement by and between Satsuma Pharmaceuticals, Inc. (“Company”) and Shin Nippon Biomedical Laboratories, Ltd. (“SNBL”) of June 30, 2016 (the “Agreement”) is dated as of April 27, 2017 (“Amendment No. 2 Effective Date”)
Amendment to Offer LetterOffer Letter Amendment • August 2nd, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to the Offer Letter from Satsuma Pharmaceuticals, Inc. (the “Company”) to John A. Kollins dated as of June 17, 2016 (this “Amendment”), is effective upon the Closing of the Qualified Financing of the Company (as defined herein) (the “Effective Date”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 17th, 2023 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 16, 2023, by and among Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation (“Parent”), SNBL23 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the undersigned stockholders of Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), listed on Annex A (each, a “Stockholder”).
LICENSING AND ASSIGNMENT AGREEMENTLicensing Agreement • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LICENSING AND ASSIGNMENT AGREEMENT (this “Agreement”) is effective as of June 30, 2016 (the “Effective Date”) by and between Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation with a principal place of business at 2438 Miyanouracho, Kagoshima-shi, Kagoshima-ken 891-1394, Japan (“SNBL”), and Satsuma Pharmaceuticals, Inc., a Delaware company (“SATSUMA”), and amends and restates in its entirety that certain Licensing and Assignment Agreement executed on or about June 30, 2016 by SNBL and SATSUMA (the “Original Agreement”). In this Agreement, either SNBL or SATSUMA may be referred to individually as a “Party”, or collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2021 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2021 by and among Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of February 26, 2021 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
AMENDMENT NO.4 TO LICENSING AND ASSIGNMENT AGREEMENTLicensing and Assignment Agreement • August 11th, 2020 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No.4 (“Amendment No.4”) to the Licensing and Assignment Agreement by and between Satsuma Pharmaceuticals, Inc. (“Company”) and Shin Nippon Biomedical Laboratories, Ltd. (“SNBL”) of June 30, 2016 (the “Agreement”) is dated as of May 25, 2020 (“Amendment No.4 Effective Date”).
ContractWarrant Agreement • August 16th, 2019 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
