ContractWarrant Agreement • March 30th, 2020 • PhaseBio Pharmaceuticals 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 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 30th, 2020 • PhaseBio Pharmaceuticals Inc • Pharmaceutical preparations • California
This Intellectual Property Security Agreement (“Agreement”) is entered into as of March 19, 2020, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB 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) PHASEBIO PHARMACEUTICALS, INC., a Delaware corporation (“Grantor”).
SUBORDINATION AGREEMENTSubordination Agreement • March 30th, 2020 • PhaseBio Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS SUBORDINATION AGREEMENT (as may be amended, modified, restated, amended and restated, replaced or supplemented from time to time, this “Agreement”), is entered into as of March 19, 2020 (the “Effective Date”), by and between SILICON VALLEY BANK, a California corporation, in its capacity as administrative agent and collateral agent (“Senior Agent”) under the Senior Creditor Agreement (as defined below), SILICON VALLEY BANK, a California corporation (“SVB”) in its capacity as a lender under the Senior Creditor Agreement (as defined below), WESTRIVER INNOVATION LENDING FUND VIII, L.P., a Delaware limited partnership (“WestRiver”), in its capacity as a lender under the Senior Creditor Agreement (as defined below) (SVB and WestRiver in such capacities and each of the other “Lenders” from time to time a party to the Senior Creditor Agreement (as defined below) are referred to herein collectively as the “Senior Creditors” and each individually as a “Senior Creditor”), and SFJ PHARMACEUTI
PROGRAM TRANSFER AGREEMENTProgram Transfer Agreement • March 30th, 2020 • PhaseBio Pharmaceuticals Inc • Pharmaceutical preparations
THIS PROGRAM TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of [insert date that the Program Transfer Notice is delivered to PB], by and among PhaseBio Pharmaceuticals Inc., a Delaware corporation (“PB”), and SFJ Pharmaceuticals X, Ltd., a Cayman Islands company (“SFJ”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in (i) the Co‑Development Agreement dated as of January 9, 2020 between PB and SFJ (the “Co‑Development Agreement”) or (ii) if not defined in the Co-Development Agreement, the AZ License.
Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.Co-Development Agreement • March 30th, 2020 • PhaseBio Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Co-Development Agreement (“Agreement”), made effective as of January 9, 2020 (the “Effective Date”), is by and between PhaseBio Pharmaceuticals Inc., a Delaware corporation, with a principal place of business at 1 Great Valley Parkway, Suite 30, Malvern, Pennsylvania 19355, USA (“PB”), and SFJ Pharmaceuticals X, Ltd. (“SFJ”), an SFJ Pharmaceuticals Group company and corporation organized and existing under the laws of the Cayman Islands, having its principal place of business at SIX, 2nd Floor, Cricket Square PO Box 2681, Grand Cayman, KY1-1111 Cayman Islands (each, a “Party” and collectively, the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 2020 • PhaseBio Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (as may be amended from time to time, this “Agreement”) is entered into as of January 13, 2020 (the “Effective Date”), by and among PHASEBIO PHARMACEUTICALS, INC., a Delaware corporation having a place of business at 1 Great Valley Parkway, Suite 30, Malvern, Pennsylvania 19355 (“Purchaser”), SELENITY THERAPEUTICS (BERMUDA), LTD., a Bermuda exempted company having a place of business at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (“Selenity”), and VIAMET PHARMACEUTICALS HOLDINGS, LLC, a limited liability company organized under the laws of Delaware having a place of business at c/o Verdolino & Lowey, 124 Washington St., Foxborough, MA 02035 (“VPH” and, together with Selenity, the “Sellers” and each, a “Seller”). Sellers and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2020 • PhaseBio Pharmaceuticals Inc • Pharmaceutical preparations
THIS CONSENT AND FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of March 19, 2020, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB” or “Bank”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB 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) PHASEBIO PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), whose address is 1 Great Valley Parkway, Suite 30, Malvern, PA 19355.
AMENDMENT TO LICENSE AGREEMENT BETWEEN MEDIMMUNE LIMITED AND PHASEBIO PHARMACEUTICALS, INC.License Agreement • March 30th, 2020 • PhaseBio Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment to License Agreement (“Amendment”) is made and entered into as of January 9, 2020 (the “Amendment Date”), by and between MedImmune Limited, a limited liability company formed under the laws of the United Kingdom (“MedImmune”), and PhaseBio Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (“Licensee”). SFJ (as defined below) shall be deemed to be a party to this Amendment for the purposes of paragraphs 3(a) and 6 hereof.
