Phathom Pharmaceuticals, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • May 24th, 2023 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations
Phathom Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 11,125,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,668,750 additional shares (the “Optional Shares”) of common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
OPEN MARKET SALE AGREEMENTSMPhathom Pharmaceuticals, Inc. • November 10th, 2020 • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2019 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Phathom Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement .
ContractWarrant Agreement • May 10th, 2023 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 30th, 2019 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 14, 2019 (the “Effective Date”), among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) WESTRIVER INNOVATION LENDING FUND VIII, L.P., a Delaware limited partnership (“WestRiver”), as a lender (SVB and WestRiver and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) PHATHOM PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Agent and the Lenders shall lend to Borrower, and Borrower shall repay Agent and the Lenders. The parties agree as follows:
PHATHOM PHARMACEUTICALS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 30th, 2019 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Phathom Pharmaceuticals, Inc. (the “Company”), pursuant to its 2019 Equity Incentive Plan (as amended from time to time, the “Plan”), hereby grants to Participant an Option to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (“Grant Notice”) and the Agreement.
June 25, 2020Phathom Pharmaceuticals, Inc. • July 13th, 2020 • Pharmaceutical preparations • New Jersey
Phathom Pharmaceuticals, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”).
ContractPhathom Pharmaceuticals, Inc. • September 30th, 2019 • 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.
LICENSE AGREEMENT BY AND BETWEEN TAKEDA PHARMACEUTICAL COMPANY LIMITED AND PHATHOM PHARMACEUTICALS, INC.License Agreement • September 30th, 2019 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made effective as of May 7, 2019 (the “Effective Date”) by and between Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“Takeda”), and Phathom Pharmaceuticals, Inc., a company incorporated under the laws of Delaware having its principal place of business at 70 Willow Road, Suite 200, Menlo Park, California 94025, U.S.A. (“Licensee”). Licensee and Takeda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2021 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 17, 2021 and is entered into by and among Phathom Pharmaceuticals, Inc., a Delaware corporation, each of its Subsidiaries from time to time party hereto as borrower (individually or collectively, as the context may require, “Borrower”), and the several banks and other financial institutions or entities from time to time parties to this Agreement (each, a “Lender”, and collectively “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, “Agent”).
ContractPhathom Pharmaceuticals, Inc. • September 30th, 2019 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
PHATHOM PHARMACEUTICALS, INC.Phathom Pharmaceuticals, Inc. • July 26th, 2019 • Pharmaceutical preparations • California
Phathom Pharmaceuticals, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”) effective as of May 7, 2019.
PHATHOM PHARMACEUTICALS, INC. RESTRICTED STOCK GRANT NOTICE AND RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 30th, 2019 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Phathom Pharmaceuticals, Inc. (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to Participant the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Restricted Stock award (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Grant Notice (“Grant Notice”) and the Agreement.
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • November 10th, 2020 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Commercial Supply Agreement (this “Agreement”) is made effective as of April 30, 2020 (the “Effective Date”) by and between Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“Takeda”) and Phathom Pharmaceuticals, Inc., a company incorporated under the laws of Delaware having its principal place of business at 2150 E. Lake Cook Road, Suite 800, Buffalo Grove, Illinois 60089, U.S.A. (“Company”). Takeda and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TRANSITION and Separation AGREEMENT and release of claimsTransition and Separation Agreement • August 2nd, 2022 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Transition and Separation Agreement and Release of Claims (the “Agreement”) is entered into by and among Anthony Guzzo (“Executive”) and Phathom Pharmaceuticals, Inc. (the “Company”).
FIRST AmendmentLoan and Security Agreement • May 12th, 2020 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 11th day of March, 2020, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) WESTRIVER INNOVATION LENDING FUND VIII, L.P., a Delaware limited partnership (“WestRiver”), as a lender (SVB and WestRiver and each of the other “ Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) PHATHOM PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), whose address is 100 Campus Drive, Suite 102, Florham Park, New Jersey 07932.
FIRST AMENDMENT TO WARRANTWarrant • May 10th, 2023 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO WARRANT (this “Amendment”), dated as of May 9, 2023, is entered into by and among PHATHOM PHARMACEUTICALS, INC., a Delaware corporation (“Company”) and the several banks and other financial institutions or entities from time to time party to the Loan Agreement (collectively, referred to as the “Warrantholders”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2022 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2021 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 26th day of May, 2021, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Innovation”), as a lender (SVB and SVB Innovation and each of the other “ Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) PHATHOM PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), whose address is 100 Campus Drive, Suite 102, Florham Park, New Jersey 07932.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2023 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 9, 2023, is entered into by and among PHATHOM PHARMACEUTICALS, INC., a Delaware corporation (“Phathom”), each of its Subsidiaries from time to time party to the Loan Agreement (as defined below) as borrower (together with Phathom, individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities parties to this Amendment (collectively, referred to as the “Required Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (as defined in the Loan Agreement) (together with its successors and assigns, in such capacity, the “Agent”).
PHATHOM PHARMACEUTICALS, INC.Phathom Pharmaceuticals, Inc. • September 30th, 2019 • Pharmaceutical preparations • California
Phathom Pharmaceuticals, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”) effective as of May 7, 2019.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].” AMENDMENT NO. 1 TO VONOPRAZAN...Vonoprazan Commercial Supply Agreement • August 10th, 2023 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS AMENDMENT NO. 1 TO THE VONOPRAZAN COMMERCIAL SUPPLY AGREEMENT is dated as of May 1, 2023 (“Amendment No. 1”), and is made by and between Phathom Pharmaceuticals, Inc, located at 100 Campus Drive, Suite 102, Florham Park, NJ 07932, USA (“Purchaser”), Evonik Operations GmbH, a limited liability company located at Rodenbacher Chaussee 4, 63457 Hanau (Wolfgang), Germany (“Evonik GmbH”) and Evonik Corporation, an Alabama corporation with offices located at 2 Turner Place, Piscataway, NJ 08854 (“Evonik US”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 7th, 2024 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 14, 2023, is entered into by and among PHATHOM PHARMACEUTICALS, INC., a Delaware corporation (“Phathom”), each of its Subsidiaries from time to time party to the Loan Agreement (as defined below) as borrower (together with Phathom, individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities parties to this Amendment (collectively, referred to as the “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (as defined in the Loan Agreement) (together with its successors and assigns, in such capacity, the “Agent”).
ContractSupply And • March 30th, 2021 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].”
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (thisLoan and Security Agreement • August 2nd, 2022 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • California
to Loan and security agreementLoan and Security Agreement • May 11th, 2021 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 11th day of March, 2021, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB Innovation Credit Fund VIII, L.P., a Delaware limited partnership (“SVB Innovation”), as a lender (SVB and SVB Innovation and each of the other “ Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) PHATHOM PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), whose address is 100 Campus Drive, Suite 102, Florham Park, New Jersey 07932.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].” JOINDER AND WAIVER AGREEMENTJoinder and Waiver Agreement • February 28th, 2023 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This JOINDER AND WAIVER AGREEMENT, dated as of October 31, 2022 (this “Joinder Agreement”), is entered into by and among Phathom Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Hercules Capital, Inc. in its capacity as administrative agent and collateral agent for itself and the Lenders (as defined in the Hercules Loan Agreement) (the “Agent”), the Required Lenders (as defined in the Hercules Loan Agreement), CO Finance LVS XXXVII LLC, a Delaware limited liability company (the “Additional Investor”), and the other entities set forth on the signature pages hereto (the “Initial Investors”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Financing Agreement (as defined below).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • March 30th, 2021 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 1 (“Amendment”) is made effective as of September 21, 2020 (the “Amendment Effective Date”) by and between Phathom Pharmaceuticals, Inc., a company incorporated under the laws of Delaware having its principal place of business at 100 Campus Drive, Suite 102, Florham Park, NJ 07932 , U.S.A (“Licensee”), and Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“Takeda”) (Licensee and Takeda may be referred to herein individually as a “Party” and collectively as the “Parties”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2021 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 11th day of March, 2021, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Innovation”), as a lender (SVB and SVB Innovation and each of the other “ Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) PHATHOM PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), whose address is 100 Campus Drive, Suite 102, Florham Park, New Jersey 07932.
Separation AGREEMENT and release of claimsSeparation Agreement and Release • August 10th, 2021 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Separation Agreement and Release of Claims (the “Agreement”) is entered into by and among Todd Branning (“Executive”) and Phathom Pharmaceuticals, Inc. (the “Company”), effective as of the Effective Date (as defined below).
COMMERCIAL SUPPLY AGREEMENT ((Vonoprazan Fumarate) finished packaged tablets)Supply Agreement • August 10th, 2021 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Commercial Supply Agreement (“Agreement”) is made as of this 30th day of June 2021 (“Effective Date”), by and between Phathom Pharmaceuticals, Inc., an Illinois company, with a place of business at 2150 E. Lake Cook Road, Suite 800 Buffalo Grove, Illinois 60089, USA (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
Basking Ridge, New Jersey mhender1221@gmail.com Re: Employment Offer Letter Dear Molly:Phathom Pharmaceuticals, Inc. • May 10th, 2022 • Pharmaceutical preparations • New Jersey
Phathom Pharmaceuticals, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”).
AGREEMENT OF MERGERAgreement of Merger • July 26th, 2019 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT OF MERGER, dated as of March 13, 2019 (this “Agreement”), between Phathom Pharmaceuticals, Inc., a Delaware corporation (“Phathom”), and YamadaCo IIA, Inc., a Delaware corporation (“YamadaCo”).
AMENDMENT 1 TO THE COMMERCIAL SUPPLY AGREEMENTSupply Agreement • March 30th, 2021 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations
This amendment 1 (this “Amendment 1”) is made on December 1, 2020, to the commercial supply agreement effective on April 30, 2020 by and between Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“Takeda”) and Phathom Pharmaceuticals, Inc., a company incorporated under the laws of Delaware having its principal place of business at 2150 E. Lake Cook Road, Suite 800, Buffalo Grove, Illinois 60089, U.S.A. (“Company”). Takeda and Company are referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • June 14th, 2024 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to the Commercial Supply Agreement (this “Amendment”), is made as of this December 6, 2023 (“Amendment Effective Date”), by and between Phathom Pharmaceuticals, Inc., an Illinois company, with a place of business at 2150 E. Lake Cook Road, Suite 800 Buffalo Grove, Illinois 60089, USA (“Client” or “Phathom”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”) (each, a “Party” and, collectively, the “Parties”).
