ContractClarus Therapeutics Inc • February 28th, 2014 • Pharmaceutical preparations • Delaware
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ContractClarus Therapeutics Inc • February 28th, 2014 • Pharmaceutical preparations • Delaware
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND ANY OF SUCH SECURITIES MAY NOT BE SOLD, OFFERED...Clarus Therapeutics Inc • February 28th, 2014 • Pharmaceutical preparations
THIS UNSECURED CONVERTIBLE PROMISSORY NOTE (AND ALL PAYMENT AND ENFORCEMENT PROVISIONS HEREIN) IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF JANUARY 3, 2014, BY AND AMONG THE HOLDER (AS DEFINED HEREIN), THE LENDERS THAT ARE PARTY TO THE AGREEMENT (AS DEFINED HEREIN), THE COMPANY (AS DEFINED HEREIN), SILICON VALLEY BANK AND OXFORD FINANCE LLC (THE “SUBORDINATION AGREEMENT”). IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS NOTE AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL.
API SUPPLY AGREEMENT by and between PFIZER INC. and CLARUS THERAPEUTICS, INC. dated as of September 11, 2013Api Supply Agreement • February 28th, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • New York
This API SUPPLY AGREEMENT (this “Supply Agreement” or this “Agreement”), dated as of September 11, 2013 (the “Supply Agreement Effective Date”), is by and between Pfizer Inc. (“Pfizer”), organized and existing under the laws of Delaware and doing business at 235 East 42nd Street, New York, NY 10017 and CLARUS THERAPEUTICS, INC., a corporation with offices at 555 SKOKIE BLVD., SUITE 340, NORTHBROOK, IL 60062 (“Customer”).
SUPPLY AGREEMENT Between XIANJU Pharmaceutical Co. LTD and CLARUS THERAPEUTICS, INC.Agreement • February 28th, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • New York
THIS AGREEMENT (this “Agreement”) is entered into as of this 9th day of January, 2014 (the “Effective Date”), by and between XIANJU Pharmaceutical Co. LTD, a corporation organized and existing under the laws of The People’s Republic of China and having its registered office at No. 1 Xianyao Road, XIANJU, Zhejiang China 317300, and its Affiliates, hereinafter referred to as “XIANJU”, and CLARUS Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, with its principal offices located at 555 Skokie Boulevard, Suite 340, Northbrook, IL 60062, hereinafter referred to as “CLARUS”.
SOFTGEL COMMERCIAL MANUFACTURING AGREEMENTManufacturing Agreement • February 28th, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • New Jersey
This Softgel Commercial Manufacturing Agreement (“Agreement”) is made this 23rd day of July, 2009, by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 2725 Scherer Drive, St. Petersburg, Florida 33716 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 500 Skokie Blvd., #250, Northbrook, IL 60062 (“Client”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • Delaware
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of September 9, 2011 (this “Agreement”), among Clarus Therapeutics, Inc., a Delaware corporation (the “Corporation”), and the Investors (as hereinafter defined).
OFFICE LEASE between MJH NORTHBROOK LLC (Landlord) and CLARUS THERAPEUTICS, INC. (Tenant) COMBINED CENTRE 555 Skokie Boulevard Northbrook, IL 60062Office Lease • February 28th, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • Illinois
THIS OFFICE LEASE (“Lease”) is entered into by Landlord and Tenant on the date set forth in the following Basic Lease Information. Landlord and Tenant hereby agree as follows:
WARRANT TO PURCHASE STOCKClarus Therapeutics Inc • February 28th, 2014 • Pharmaceutical preparations
This Warrant is being issued as one of a series of warrants pursuant to, and is subject to, the terms and conditions of the Note and Warrant Purchase Agreement, dated as of November 19, 2010 (the “Warrant Issuance Date”), as amended, by and among the Company, the Holder and the other parties thereto (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement.
