SERIES A COMMON STOCK PURCHASE WARRANT BRICKELL BIOTECH, INC.Common Stock Purchase Warrant • February 28th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances)
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 20, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on February 20, 2025, (the “Termination Date”, provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day (as defined below)) but not thereafter, to subscribe for and purchase from BRICKELL BIOTECH, INC., a Delaware corporation (the “Company”), up to 606,420 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LICENSE AGREEMENT BETWEEN HUMAN GENOME SCIENCES, INC. AND VICAL INCORPORATEDLicense Agreement • May 15th, 2000 • Vical Inc • Biological products, (no disgnostic substances) • Delaware
Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 7.9 310(b) 7.8 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Inapplicable 312(a) 5.01, 5.02(a) 312(b) 5.2(c) 312(c) 5.2(c) 313(a) 5.4(a) 313(b) 5.4(b) 313(c) 5.4(b)...Indenture • February 10th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
VICAL INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2017 • Vical Inc • Biological products, (no disgnostic substances) • New York
Vical Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of [●] shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”) and (ii) warrants of the Company to purchase [●] shares of Common Stock at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants”). The [●] Firm Shares and the [●] Pre-Funded Warrants to be sold by the Company are collectively referred to as the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [●] shares of Common Stock as provided in Section 2. The additional [●] shares of Common Stock to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares,” and together with t
EXHIBIT 10.27Lease • March 29th, 2002 • Vical Inc • Biological products, (no disgnostic substances) • California
EXHIBIT 4.3Stock Purchase Agreement • March 30th, 1998 • Vical Inc • Biological products, (no disgnostic substances) • California
VICAL INCORPORATED [2,500,000 SHARES (*)] COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 1999 • Vical Inc • Biological products, (no disgnostic substances) • New York
VICAL INCORPORATED and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As OfWarrant Agreement • May 27th, 2015 • Vical Inc • Biological products, (no disgnostic substances) • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between VICAL INCORPORATED, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT VICAL INCORPORATEDCommon Stock Purchase Warrant • May 22nd, 2009 • Vical Inc • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 27, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on February 25, 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vical Incorporated, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 13th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
This WARRANT AGENCY AGREEMENT, dated as of [______], 2020 (“Agreement”), between Brickell Biotech, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
BRICKELL BIOTECH, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • March 9th, 2021 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
Brickell Biotech, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. and William Blair & Company, L.L.C. (each an “Agent” and together, the “Agents”) as follows (defined terms not otherwise defined shall have the meaning set forth in Section 25 of this Agreement):
Shares of Common Stock (or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) Warrants to Purchase _________ Shares of Common Stock BRICKELL BIOTECH, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
Brickell Biotech, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), (i) an aggregate of _________ authorized but unissued shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Stock in lieu thereof at an exercise price of $0.001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of _________ shares of Common Stock (the “Warrant Shares”). The Shares, Warrants, the Pre-Funded Warrants, the Warrant Shares and the Pre-Funded Warrant Shares are collectively referred to as the “Securities.”
PURCHASE AGREEMENTPurchase Agreement • February 18th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of February 17, 2020, is made by and between BRICKELL BIOTECH, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 26th, 2009 • Vical Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2009, between Vical Incorporated, 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”).
VICAL INCORPORATED and , As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • May 27th, 2015 • Vical Inc • Biological products, (no disgnostic substances) • New York
PREFERRED STOCK WARRANT AGREEMENT (the “Agreement”), dated as of between VICAL INCORPORATED, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
CONFIDENTIAL Vijay Samant, Ph.D. CEO Vical Incorporated 10390 Pacific Center Court San Diego, CA 92121 Dear Dr. Samant:Placement Agent Agreement • May 22nd, 2009 • Vical Inc • Biological products, (no disgnostic substances) • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Vical Incorporated (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement, to close on or prior to May 27, 2009 (the “Placement”), of registered securities (the “Securities”) of the Company, consisting of shares (the “Shares”) of the Company’s common stock, par value $.01 per share (the “Common Stock”) and warrants to purchase shares of Common Stock (the “Warrants”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the
FORM OF WARRANT BRICKELL BIOTECH, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • October 13th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
Brickell Biotech, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CEDE & CO., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [___] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ____________ (____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth
EXHIBIT 4.4 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 22nd day of January, 1999, by and between VICAL INCORPORATED, a Delaware corporation (the "Company"), and PFIZER INC, a Delaware corporation...Stock Purchase Agreement • May 14th, 1999 • Vical Inc • Biological products, (no disgnostic substances) • California
INDEMNITY AGREEMENTIndemnification Agreement • March 30th, 2023 • Fresh Tracks Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made effective retroactive as of [insert date person became a director/officer/employee/agent of the Company for which indemnification will be provided], by and between Fresh Tracks Therapeutics, Inc., a Delaware corporation (the “Company”), and ____________, a ________ resident, with a domicile address of _________________ (“Indemnitee”).
VICAL INCORPORATED Common Stock ($0.01 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • November 7th, 2012 • Vical Inc • Biological products, (no disgnostic substances) • New York
Vical Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 (the “Maximum Offering Size”) on the terms set forth in Section 2 of this At-the-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. The foregoing notwithstanding, the Company shall not issue or sell pursuant to this Agreement an aggregate amount of Common Stock that would cause
VICAL INCORPORATED Common Stock (par value $0.01 per share) At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • October 17th, 2016 • Vical Inc • Biological products, (no disgnostic substances) • New York
Vical Incorporated, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with IFS Securities, Inc. (doing business as Brinson Patrick, a division of IFS Securities, Inc. (“BP”), as follows:
Confidential Treatment requested. Confidential portions of this document have been redacted and separately filed with the Securities and Exchange Commission.Research Collaboration and License Agreement • March 30th, 1998 • Vical Inc • Biological products, (no disgnostic substances)
SERIES B COMMON STOCK PURCHASE WARRANT BRICKELL BIOTECH, INC.Common Stock Purchase Warrant • February 28th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances)
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 20, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on August 20, 2025, (the “Termination Date”, provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day (as defined below)) but not thereafter, to subscribe for and purchase from BRICKELL BIOTECH, INC., a Delaware corporation (the “Company”), up to 1,556,420 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE AGREEMENT Dated as of January 8, 2010 by and between VICAL INCORPORATED and AZIMUTH OPPORTUNITY LTD.Common Stock Purchase Agreement • January 8th, 2010 • Vical Inc • Biological products, (no disgnostic substances) • Delaware
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 8th day of January 2010 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and Vical Incorporated, a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
EXHIBIT 10.18 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. OPTION AND LICENSE AGREEMENT THIS AGREEMENT is effective as of the 12th day of September,...Option and License Agreement • January 30th, 1998 • Vical Inc • Biological products, (no disgnostic substances) • California
VICAL INCORPORATED 9373 TOWNE CENTRE DRIVE EXHIBIT 10.28 SUITE 100 SAN DIEGO, CA 92121Employment Agreement • March 29th, 2002 • Vical Inc • Biological products, (no disgnostic substances)
Brickell Biotech, Inc. Series A Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • May 25th, 2022 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT, dated as of May 25, 2022, is by and between Brickell Biotech, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK VICAL INCORPORATEDPre-Funded Warrant to Purchase Common Stock • November 7th, 2017 • Vical Inc • Biological products, (no disgnostic substances) • New York
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _______________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vical Incorporated, a Delaware corporation (the “Company”), up to _____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
26,316,000 Shares of Common Stock BRICKELL BIOTECH, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2021 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
Brickell Biotech, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to William Blair & Company, L.L.C., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), an aggregate of 26,316,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The amount of the Firm Shares to be purchased by the Underwriters is set forth opposite each Underwriter’s name, as applicable, on Schedule I hereto. The Company also proposes to sell to the Underwriters, at the option of the Representative, up to an additional 3,947,400 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares” or the “Securities”.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made this September 1, 2020 (“Effective Date”) by and between BRICKELL BIOTECH, INC., a Delaware Company with a business address located at 5777 Central Avenue, Suite 102, Boulder, CO 80301 (the “Company”), and DEEPAK CHADHA, a Massachusetts resident, with an address of [***] (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2019 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2019, between Brickell Biotech, Inc., a Delaware corporation (formerly known as Vical Incorporated) (the “Company”), and NovaQuest Co-Investment Fund X (the “Purchaser”).
FOURTH AMENDMENT TO LEASE EXHIBIT 10.20 This Fourth Amendment to Lease (this "Amendment") is made by and between VICAL Incorporated, a Delaware Corporation ("Tenant"), and Nippon Landic (U.S.A.), Inc., a Delaware Corporation ("Landlord"), with...Lease • November 15th, 1999 • Vical Inc • Biological products, (no disgnostic substances)
Brickell Biotech, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [_____________]Indenture • March 9th, 2021 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
VICAL INCORPORATED, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], 20__ Senior Debt SecuritiesIndenture • May 25th, 2018 • Vical Inc • Biological products, (no disgnostic substances) • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • Fresh Tracks Therapeutics, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 21, 2023 (the “Effective Date”) by and between FRESH TRACKS THERAPEUTICS, INC., f/k/a Brickell Biotech, Inc., the parent of Brickell Sub (“Brickell Parent”) and BRICKELL SUBSIDIARY, INC., d/b/a Brickell Biotech, Inc. (“Brickell Sub”), both being Delaware companies with a principal business address located at 5777 Central Avenue, Suite 102, Boulder, CO 80301 (Brickell Sub and, together with Brickell Parent and any predecessors of Brickell Sub or Brickell Parent, collectively referred to herein as the “Company”), and David R. McAvoy, an Indiana resident, with an address of [***] (the “Executive”).
