OFFICE LEASE 601 GATEWAY BOULEVARD GATEWAY CENTER, LLC, a Delaware limited liability company, as Landlord, and HYPERION THERAPEUTICS, INC. a Delaware corporation, as Tenant.Office Lease • April 13th, 2012 • Hyperion Therapeutics Inc • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between GATEWAY CENTER, LLC, a Delaware limited liability company (“Landlord”), and HYPERION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
HYPERION THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 29th day of June, 2009, by and among Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
HYPERION THERAPEUTICS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • April 13th, 2012 • Hyperion Therapeutics Inc
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Hyperion Therapeutics, Inc. (the “Company”) has granted you an option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of ____, 2012 between Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”). This Agreement will become effective only upon the effectiveness of the Company’s registration statement on Form S-1 in connection with the Company’s initial public offering. This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
September 7, 2007 Klara A. Dickinson [Address] Dear Klara:Employment Agreement • April 13th, 2012 • Hyperion Therapeutics Inc
Hyperion Therapeutics, Inc. (the “Company”) is pleased to an offer to join the Company as a full-time employee. This letter amends and restates in its entirety the previous conditional offer letter (“Conditional Offer Letter”). Your offer shall be on the following terms:
November 12, 2009 Jeffrey Farrow [Address] Dear Jeff:Employment Agreement • April 13th, 2012 • Hyperion Therapeutics Inc
Hyperion Therapeutics, Inc. (the “Company”) is pleased to extend an offer to join the Company as a full-time employee based on the following terms:
HYPERION THERAPEUTICS, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
This Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made as of October 26, 2011 (the “Effective Date”) by and between Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
ContractOffice Lease • April 13th, 2012 • Hyperion Therapeutics Inc
This FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is made and entered into as of October 31, 2011 by and between GATEWAY CENTER, LLC, a Delaware limited liability company (“Landlord”), and HYPERION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
HYPERION THERAPEUTICS, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
This Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made as of April 1, 2011 (the “Effective Date”) by and between Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
HYPERION THERAPEUTICS, INC. Executive Employment AgreementExecutive Employment Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
This employment agreement (“Agreement”) dated and effective as of April 9, 2012 (the “Effective Date”) is between Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”) and Donald J. Santel, a resident of San Francisco, California (“Executive”).
September 7, 2007 Christine Nash [Address] Dear Christine:Employment Agreement • April 13th, 2012 • Hyperion Therapeutics Inc
Hyperion Therapeutics, Inc. (the “Company”) is pleased to an offer to join the Company as a full-time employee. This letter amends and restates in its entirety the previous conditional offer letter (“Conditional Offer Letter”). Your offer shall be on the following terms:
HYPERION THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • Delaware
THIS CERTIFIES THAT, for value received, KEELIN REEDS PARTNERS, with its principal office at 800 Menlo Ave., Suite 210, Menlo Park, California 94025, or assigns (the “Holder”), is entitled to subscribe for and purchase from HYPERION THERAPEUTICS, INC., a Delaware corporation, with its principal office at 601 Gateway Blvd., Suite 200, South San Francisco, CA 94080 (the “Company”) the Exercise Shares (as defined below) at the Exercise Price (as defined below). This Warrant is being issued pursuant to the terms of a Letter Agreement, dated March 6, 2007 by and among the Company and the Holder therewith (the “Letter Agreement”).
HYPERION THERAPEUTICS, INC. EXECUTIVE CHANGE OF CONTROL AND SEVERANCE AGREEMENTExecutive Change of Control and Severance Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between (the “Executive”) and Hyperion Therapeutics, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
