Spero Therapeutics, Inc. (a Delaware corporation) [•] Shares of Common Stock [•] Shares of Series A Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2018 • Spero Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 25th, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 201 between SPERO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [●], 2017 by and between SPERO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Controlled Equity OfferingSM Sales AgreementSales Agreement • March 11th, 2021 • Spero Therapeutics, Inc. • Pharmaceutical preparations • New York
Spero Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2024 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Employment Agreement (this “Agreement”) is made and entered into this 31st day of October, 2023 (the “Effective Date”) by and between Spero Therapeutics, Inc., a Delaware corporation (“Company”), and Esther Rajavelu (“Executive”).
CONSULTING AGREEMENTConsulting Agreement • November 14th, 2024 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is dated August 7, 2024, and is effective as of August 29, 2024 (the “Effective Date”) by and between Spero Therapeutics, Inc., with offices located at 675 Massachusetts Avenue, 14th Floor, Cambridge, MA 02139, together with its subsidiaries and affiliates (collectively, “Spero”) and Kamal Hamed (“Consultant”). Spero and Consultant shall be referred to individually as a “Party” and together as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 23rd, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Employment Agreement (this “Agreement”) is made and entered into this 20th day of October, 2017 (the “Effective Date”) by and between Spero Therapeutics, Inc., a Delaware corporation (“Company”), and Ankit Mahadevia (“Executive”).
REVENUE INTEREST FINANCING AGREEMENT between SPERO THERAPEUTICS INC., as the Company, and ENTITIES MANAGED BY HEALTHCARE ROYALTY MANAGEMENT, LLC, as the Investors Dated September 29, 2021Revenue Interest Financing Agreement • September 30th, 2021 • Spero Therapeutics, Inc. • Pharmaceutical preparations • New York
This REVENUE INTEREST FINANCING AGREEMENT (this “Agreement”) dated as of September 29, 2021 (the “Effective Date”) is between SPERO THERAPEUTICS INC., a Delaware corporation (the “Company”), and the entities managed by HEALTHCARE ROYALTY MANAGEMENT, LLC listed on the signature pages hereto (the “Investors”). Each of the Company and the Investors are referred to in this Agreement as a “Party” and collectively as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED STOCK PURCHASE AGREEMENT among SPERO CANTAB, INC., SPERO CANTAB UK LIMITED, SPERO THERAPEUTICS, LLC, PBB DISTRIBUTIONS LIMITED, NEW PHARMA LICENSE HOLDINGS LIMITED, CANTAB ANTI-INFECTIVES LTD, and PRO BONO BIO PLC...Stock Purchase Agreement • September 29th, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
Each of the Milestone Payments shall be payable a maximum of one (1) time only even if achieved more than one (1) time with one or more Products. For the avoidance of doubt, (x) each of the Milestone Payments shall become payable upon the occurrence of the associated Milestone Event, irrespective of the order in which the Milestone Events occur relative to each other, and (y) no amounts shall be due for subsequent or repeated achievements of any Milestone Event.
LEASE AGREEMENT by and between U.S. REIF CENTRAL PLAZA MASSACHUSETTS, LLC as Landlord and SPERO OPCO INC. as Tenant With respect to the property known as 675 Massachusetts Avenue, Cambridge, Massachusetts Dated as ofLease Agreement • October 6th, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of this 24th day of August, 2015, by and between U.S. REIF CENTRAL PLAZA MASSACHUSETTS, LLC, a Delaware limited liability company (the “Landlord”), and SPERO OPCO INC., a Delaware corporation (the “Tenant”).
February 9, 2024 Ms. Tamara Joseph Arlington, MA 02476 Dear Tamara:Severance Agreement • March 13th, 2024 • Spero Therapeutics, Inc. • Pharmaceutical preparations
As was discussed with you, your employment with Spero Therapeutics, Inc. (the "Company") is ending. This letter is to summarize the terms of the separation package that the Company is willing to offer you as a result of your separation from employment. Please read this letter agreement (the “Letter Agreement”), which includes a general release, carefully. If you are willing to agree to its terms, please sign in the space provided below and return it to me so that your separation benefits can begin.
CONFIDENTIAL TREATMENT REQUESTED ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • October 23rd, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is entered into as of May 9, 2016 (the “Effective Date”), by and between Vertex Pharmaceuticals Incorporated, with an address at 50 Northern Avenue, Boston, Massachusetts 02210 (“Vertex”) and Spero Trinem, Inc., with an address at 675 Massachusetts Avenue, 14th Floor, Cambridge, Massachusetts 02139 (“Spero”) and solely for the purposes of Section 13.15, Spero Therapeutics, LLC, with an address at 675 Massachusetts Avenue, 14th Floor, Cambridge, Massachusetts 02139 (“Parent”). Vertex and Spero each may be referred to herein individually as a “Party” or collectively as the “Parties.”
Spero OpCo, Inc. Cambridge, MA 02139Separation Agreement • October 6th, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation of employment with Spero OpCo, Inc. (the “Company”) as set forth herein and in that certain employment agreement dated June 24, 2015 (the “Employment Agreement”) between you and the Company. You understand and agree that wherever the term “Company” is used in this Agreement it shall refer to Company, its divisions, parent, affiliates, subsidiaries and related entities, and its and their respective officers, directors, employees, agents, representatives, successors and assigns. As more fully set forth below, Company desires to provide you with severance pay as outlined in the Employment Agreement in exchange for certain agreements by you.
RESTRICTED STOCK AGREEMENT SPERO THERAPEUTICS, INC.Restricted Stock Agreement • October 6th, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT made as of the [ ] day of [ ], 2017 (the “Grant Date”), between Spero Therapeutics, Inc. (the “Company”), a Delaware corporation, and [ ] (the “Participant”).
SPERO THERAPEUTICS, INC. INVESTORS’ RIGHTS AGREEMENT JUNE 30, 2017Investors’ Rights Agreement • October 6th, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 30th day of June, 2017, by and among Spero Therapeutics, 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.”
SPERO THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2019 • Spero Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 12th day of June, 2019, by and between Spero Therapeutics, Inc., a Delaware corporation (the “Company”), and Novo Holdings A/S, a Danish limited liability company (the “Investor”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • October 23rd, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”), dated as of June 28, 2017 (the “Effective Date”), is made by and between Northern Antibiotics Oy (Ltd.), a corporation organized under the laws of Finland (“Northern”), and Spero Potentiator, Inc., a Delaware corporation (“Spero”). Northern and Spero are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
SUBLEASESublease • October 6th, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SUBLEASE (“Sublease”) is made as of July 6, 2016 (the “Effective Date”), by and between Tetraphase Pharmaceuticals, Inc., a Delaware corporation having a place of business at 480 Arsenal Street, Watertown, MA 02472 (“Sublessor”) and SperoOpCo, Inc., a Delaware corporation (“Sublessee”).
Spero Therapeutics, Inc. Proprietary Information and Inventions Assignment AgreementProprietary Information and Inventions Assignment Agreement • October 23rd, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations
In consideration and as a condition of my employment, consultancy or other provision of services (“Service”) to SPERO THERAPEUTICS, INC. (the “Company”) or any Affiliate thereof (the term “Affiliate” referring to any company related to Spero Therapeutics., Inc. (and collectively, “Affiliates”)), I agree as set forth below.
Cambridge, MA 02139 May 3, 2022 Dr. David Melnick Dear David:Severance Agreement • August 10th, 2022 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
As was discussed with you, your employment with Spero Therapeutics, Inc. (the "Company") is ending. This letter is to summarize the terms of the separation package that the "Company is willing to offer you as a result of your separation from employment. Please read this letter agreement (the “Letter Agreement”), which includes a general release, carefully. If you are willing to agree to its terms, please sign in the space provided below and return it to me so that your separation benefits can begin.
CONFIDENTIAL TREATMENT REQUESTEDContract • November 8th, 2018 • Spero Therapeutics, Inc. • Pharmaceutical preparations
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • January 23rd, 2018 • Spero Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO LEASE (the “Amendment”) dated this 17th day of January, 2018 (the “Effective Date”) is made by and between U.S. REIF CENTRAL PLAZA MASSACHUSETTS, LLC, a Delaware limited liability company (the “Landlord”), and SPERO THERAPEUTICS, INC. (formerly known as Spero Opco, Inc.), a Delaware corporation (the “Tenant”).
CONSULTING AGREEMENTConsulting Agreement • May 8th, 2020 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is entered into on November 4, 2019, by and between Spero Therapeutics, Inc., a Delaware corporation, with its principal place of business being 675 Massachusetts Ave, Cambridge, MA 02139 (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.”
CONSULTING AGREEMENTConsulting Agreement • August 10th, 2023 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of July 15, 2023 (the “Effective Date”), by and between Spero Therapeutics, Inc., a Delaware corporation, with its principal place of business being 675 Massachusetts Ave, Cambridge, MA 02139 (the
CONSULTING AGREEMENTConsulting Agreement • August 10th, 2023 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is dated June 13, 2023, and is effective as of August 1, 2023, (the “Effective Date”) by and between Spero Therapeutics, Inc., with offices located at 675 Massachusetts Avenue, 14th Floor, Cambridge, MA 02139, together with its subsidiaries and affiliates (collectively, “Spero”) and Ankit Mahadevia (“Consultant”). Spero and Consultant shall be referred to individually as a “Party” and together as the “Parties”.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • December 19th, 2019 • Spero Therapeutics, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO LEASE (the “Second Amendment”) dated this 16th day of December, 2019 (the “Effective Date”) is made by and between U.S. REIF CENTRAL PLAZA MASSACHUSETTS, LLC, a Delaware limited liability company (the “Landlord”), and SPERO THERAPEUTICS, INC., a Delaware corporation (the “Tenant”).
AMENDMENT 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 13th, 2024 • Spero Therapeutics, Inc. • Pharmaceutical preparations
This Amendment 1 (“Amendment 1”) entered into as of July 4 2023 (“Amendment 1 Effective Date”), by and between Spero Therapeutics, Inc. (“Spero”) and GlaxoSmithKline Intellectual Property (No. 3) Limited (“GSK”), hereby amends the Exclusive License Agreement between the Parties dated September 21, 2022 (the “Agreement”). Capitalized terms not otherwise defined in this Amendment 1 will have the same meanings as ascribed to such terms in the Agreement.
LICENSE AGREEMENT by and among SPERO THERAPEUTICS, INC. and Pfizer inc. June 30, 2021License Agreement • August 5th, 2021 • Spero Therapeutics, Inc. • Pharmaceutical preparations
This LICENSE AGREEMENT (this “Agreement XE "Agreement" \t "See Preamble" ”) is made as of June 30, 2021 (“Effective Date XE "Effective Date" \t "See Preamble" ”), by and among Spero Therapeutics, Inc., a Delaware corporation (“Spero XE "Spero" \t "See Preamble" ”) having its principal place of business at 675 Massachusetts Avenue, 14th Floor, Cambridge, Massachusetts, 02139 and Pfizer Inc., a Delaware corporation (“Pfizer XE "Pfizer" \t "See Preamble" ”) having its principal place of business at 235 East 42nd Street, New York, New York 10017. Spero and Pfizer are referred to individually as a “Party XE "Party" \t "See Preamble" ” and collectively as the “Parties XE "Parties" \t "See Preamble" .”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 5th, 2021 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of June 30, 2021 (the “Effective Date”) is made by and between Spero Therapeutics, Inc., a Delaware corporation (the “Company”), and Pfizer Inc., a Delaware corporation (the “Purchaser”).
AMENDMENT 4 TO Exclusive License AgreementExclusive License Agreement • November 14th, 2024 • Spero Therapeutics, Inc. • Pharmaceutical preparations
This Amendment 4 (“Amendment 4”) entered into as of the last date of the signatures below (“Amendment 4 Effective Date”), by and between Spero Therapeutics, Inc. (“Spero”) and GlaxoSmithKline Intellectual Property (No. 3) Limited (“GSK”), hereby amends the Exclusive License Agreement between the Parties dated September 21, 2022, as amended on July 4, 2023 by Amendment 1 to Exclusive License Agreement, and further amended on December 20, 2023 by Amendment 2 to Exclusive License Agreement, and further amended on March 4, 2024 by Amendment 3 to Exclusive License Agreement (the “Agreement”). Capitalized terms not otherwise defined in this Amendment 4 will have the same meanings as ascribed to such terms in the Agreement.
REVENUE INTEREST TERMINATION AGREEMENTRevenue Interest Termination Agreement • June 7th, 2022 • Spero Therapeutics, Inc. • Pharmaceutical preparations
This Revenue Interest Termination Agreement (this “Agreement”) dated as of June 7, 2022 (the “Effective Date”) is entered into among Spero Therapeutics Inc., a Delaware corporation (the “Company”), the entities managed by Healthcare Royalty Management, LLC (the “Investor Representative”) listed on the signature pages hereto (the “Investors”), and HCR Collateral Management, LLC, as agent for the Investors (the “Secured Party,” and with the Investors, the “HCR Parties”). Each of the Company, the Investors, and the Secured Party are referred to in this Agreement as a “Party” and collectively as the “Parties”.
Spero Therapeutics, Inc. (a Delaware corporation) 4,785,000 Shares of Common Stock 3,215,000 Shares of Series D Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2020 • Spero Therapeutics, Inc. • Pharmaceutical preparations • New York
LICENSE AGREEMENT BETWEEN NEW PHARMA LICENSE HOLDINGS LIMITED AND EVEREST MEDICINES II LIMITEDLicense Agreement • March 14th, 2019 • Spero Therapeutics, Inc. • Pharmaceutical preparations
This LICENSE AGREEMENT (this “Agreement”) is made as of January 1, 2019 (“Effective Date”), by and among New Pharma License Holdings Limited, a company organized under the laws of Malta having registration number C 75891 (“NPLH”) and its principal place of business at 675 Massachusetts Avenue, 14th Floor, Cambridge, Massachusetts, 02139, Everest Medicines II Limited, a company incorporated under the laws of the Cayman Islands (“Everest”) having its registered office at Vistra (Cayman) Limited, P. O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205, Cayman Islands, and, solely for purposes of Sections 2.3(d) and 2.12 (Option to SPR741), Spero Potentiator, Inc., a Delaware corporation (“Potentiator”) having its principal place of business at 675 Massachusetts Avenue, 14th Floor, Cambridge, Massachusetts, 02139. Everest, NPLH and Potentiator are referred to individually as a “Party” and collectively as the “Parties.”
TRANSITION AND SEPARATION AGREEMENTSeparation and Transition Agreement • August 10th, 2023 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Separation and Transition Agreement (the “Agreement”) is made and entered into this 13th day of June, 2023 (the “Execution Date”) by and between Spero Therapeutics, Inc., a Delaware corporation (“Company”), and Ankit Mahadevia (“Executive”).
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2023 • Spero Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment to Executive Employment Agreement (the “Second Amendment”) is made and entered effective as of February 1, 2023 (the “Effective Date”) by and between Spero Therapeutics, Inc., a Delaware corporation (“Company”), and Timothy Keutzer (“Executive”) (each a “Party” and collectively, the “Parties”).
