Portions of this exhibit marked [*] are requested to be treated confidentially. COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENTCollaborative Research and Development and License Agreement • October 12th, 2011 • Cempra Holdings, LLC • North Carolina
THIS COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into as of March 31, 2006 (the “Effective Date”) by and between OPTIMER PHARMACEUTICALS INC., a Delaware corporation with its offices located at 10110 Sorrento Valley Road, Suite C, San Diego, California 92121 (“Optimer”), and CEMPRA PHARMACEUTICALS, INC., a Delaware corporation with its offices located at 170 Southport Drive, Suite 500, Morrisville, NC 27560. Optimer and Cempra may be referred to herein individually as a “Party” or collectively, as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 12th, 2011 • Cempra Holdings, LLC • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 201 by and among, Cempra Pharmaceuticals, Inc., a Delaware corporation, CEM-102 Pharmaceuticals, Inc. a Delaware corporation, and Cempra, Inc., a Delaware corporation (each an “Indemnitor” and collectively, the “Indemnitors”) and , a resident of the State of (“Indemnitee”).
Portions of this exhibit marked [*] are requested to be treated confidentially. SUPPLY AGREEMENTSupply Agreement • October 12th, 2011 • Cempra Holdings, LLC • New York
This Supply Agreement (hereinafter referred to as this “Agreement”), effective as March 15, 2011 (the “Effective Date”), is entered into by and between Ercros S.A, a Spanish corporation having a place of business at Paseo del Deleite s/n, 28300 Aranjuez-Madrid (Spain) (“Ercros” or “Supplier”), Gyma Laboratories of America, Inc., a New York corporation having a place of business at 135 Cantiague Rock Road, Westbury, New York 11590 USA (“Gyma” or “Supplier Agent”), and CEM-102 Pharmaceuticals, Inc., a Delaware corporation having a place of business at Building Four Quadrangle, 6340 Quadrangle Drive, Suite 100, Chapel Hill, North Carolina 27517 USA (“Cempra”).
ContractPreferred Unit Purchase Warrant • October 12th, 2011 • Cempra Holdings, LLC • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THIS WARRANT AND THE UNDERLYING SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
CEMPRA HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 13, 2009Limited Liability Company Agreement • October 12th, 2011 • Cempra Holdings, LLC • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CEMPRA HOLDINGS, LLC (this “Agreement”), is dated and effective as of May 13, 2009 (the “Effective Time”), by, between and among the Members (as hereinafter defined) listed on the signature pages hereto, Cempra Holdings, LLC, a Delaware limited liability company (the “Company”), and all other Persons (as hereinafter defined) that in the future shall become Members or Assignees (each as hereinafter defined) of the Company in accordance with the provisions of this Agreement and listed as such on the books and records of the Company, all in accordance with the provisions of the Act (as hereinafter defined) and this Agreement.
ContractUnsecured Convertible Promissory Note • October 12th, 2011 • Cempra Holdings, LLC • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THIS NOTE AND THE UNDERLYING SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
CEMPRA, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2011 • Cempra Holdings, LLC • Delaware
