WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • December 18th, 2013 • Achaogen 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 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.
ContractWarrant Agreement • December 18th, 2013 • Achaogen 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 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.
ACHAOGEN, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 6, 2013Investors’ Rights Agreement • December 18th, 2013 • Achaogen Inc • Pharmaceutical preparations • California
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of March 6, 2013, by and among Achaogen, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.1.
ContractWarrant Agreement • December 18th, 2013 • Achaogen 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 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2013 • Achaogen Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 1, 2011 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“SVB”) (each a “Lender” and collectively, the “Lenders”), and ACHAOGEN, INC., a Delaware corporation with offices located at 7000 Shoreline Ct., Suite 371, South San Francisco, California 94080 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ACHAOGEN, INC.Warrant Agreement • December 18th, 2013 • Achaogen Inc • Pharmaceutical preparations • California
This Warrant is issued to FRED HUTCHINSON CANCER RESEARCH CENTER (“FHCRC”) by Achaogen, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Materials Transfer and Research License Agreement dated as of December , 2004, by and between the Company and FHCRC.
ARE-SAN FRANCISCO NO. 17, LLC c/o Alexandria Real Estate Equities, Inc.Amended and Restated Lease Agreement • December 18th, 2013 • Achaogen Inc • Pharmaceutical preparations
The undersigned (“Landlord”) and Achaogen, Inc., a Delaware corporation (“Tenant”) are parties to that certain Amended and Restated Lease Agreement, dated as of December 29, 2010 (the “Lease”), with respect to certain premises located at 7000 Shoreline Court, South San Francisco, California. Landlord and Tenant desire to amend the Lease to provide for the installation and maintenance of the Roof Equipment (defined below) as further set forth herein. Capitalized terms used but not defined herein shall have the meanings given thereto in the Lease.
