EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (the “Agreement”; JHU Agreement Ref. No.: Al2062) is BETWEEN: UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION a corporation owned by the University of Victoria and having its...Exclusive License Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
WHEREAS, IDC is the University of Victoria’s (UVic’s) corporation for commercialization of intellectual property and discoveries; and
EXCLUSIVE LICENSE AMENDING AGREEMENTExclusive License Amending Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION, a corporation owned by the University of Victoria, having its principal office at R-Hut, McKenzie Avenue, Victoria, British Columbia, Canada, V8W 3W2
Exclusive License AgreementExclusive License Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
Made this 28th day of April, 2010 (the “Effective Date”) by and between Protox Therapeutics Inc., a corporation duly organized and existing under the laws of British Columbia and having its registered office at 1210 - 885 West Georgia Street, Vancouver, BC, Canada (hereinafter called “Protox”) and Kissei Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its registered office at 19-48, Yoshino, Matsumoto, Nagano Prefecture, Japan (hereinafter called “Kissei”).
STANDARD LEASE*Standard Lease • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This STANDARD LEASE (“Lease”), dated for reference purposes only April 15, 2011 is entered into by ALLISON – ZONGKER, L.P. (“Landlord”), and Protox Therapeutics Corp. a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of January 17, 2013, by and between 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, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender, and SOPHIRIS BIO INC (f/k/a PROTOX THERAPEUTICS INC.), a corporation amalgamated under the Business Corporations Act (British Columbia), with offices located at 1500 – 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8 (“Parent”) and SOPHIRIS BIO CORP. (f/k/a PROTOX THERAPEUTICS CORP.), a Delaware corporation, with offices located at 1258 Prospect Street, La Jolla, California, 92037 (“Sophiris US” and, collectively with Parent
Amendment to Exclusive License AgreementExclusive License Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION, having its principle office at R-Hut, McKenzie Ave, University of Victoria, Victoria, BC, Canada, V8W 3W2
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 15, 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 (each a “Lender” and collectively, the “Lenders”), and PROTOX THERAPEUTICS INC., a corporation amalgamated under the Business Corporations Act (British Columbia), with offices located at 1500 – 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8 (“Parent”) and PROTOX THERAPEUTICS CORP., a Delaware corporation, with offices located at 1258 Prospect Street, La Jolla, California, 92037 (“Protox US” and, collectively with Parent, “Borrowers” and, each individually, a “Borrower”), provides the terms on which the Lenders shall len
ContractCertain Lease Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
First Amendment to that Certain Lease Agreement dated April 15, 2011, by and between Allison-Zongker, L.P. (“Landlord”), and Protox Therapeutics Corp., a Delaware Corporation (“Tenant”).
PROTOX THERAPEUTICS INC.Sophiris Bio Inc. • February 15th, 2013 • Pharmaceutical preparations • British Columbia
Reference is made to that certain Investment Agreement, dated as of September 28, 2010 (as the same may be amended from time to time, the “Investment Agreement”); by and among Protox Therapeutics Inc., a British Columbia corporation (the “Company”) and you and to the several indemnification agreements, dated as of the date hereof, by and between the Company and certain individuals who have agreed to serve as directors of the Company (each a “Purchaser Designee”) (as such indemnification agreements may be amended from time to time and including any additional agreement or documents providing for indemnification of any Purchaser Designees by the Company that may exist in the future, collectively, the “Indemnification Agreements”). All initially capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Indemnification Agreements or the Investment Agreement, as applicable.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE, IN CONSIDERATION OF the premises and mutual covenants herein contained, and in consideration of the Indemnitee’s service or continued service as a director and/or an officer of the Company or any Affiliate, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Indemnitee do hereby covenant and agree as follows.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG WARBURG PINCUS PRIVATE EQUITY X, L.P., WARBURG PINCUS X PARTNERS, L.P., AND PROTOX THERAPEUTICS INC. Dated as of November 19, 2010Registration Rights Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (the “Agreement”) is made, entered into and effective November 19, 2010, by and among Warburg Pincus Private Equity X, L.P. (“WPX”), Warburg Pincus X Partners, L.P. (“WPXP” and, together with WPX, including any successor funds thereto, and their respective Affiliates that are direct or indirect equity investors in the Company, “WP”) and Protox Therapeutics Inc., a British Columbia corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise (the “Company”)).
PROTOX THERAPEUTICS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is entered into as of the 31st day of March, 2011 (the “Effective Date”), by and between Allison J. Willmer-Hulme, Ph.D. (“Executive”) and Protox Therapeutics Corp. (the “Company”).
TECHNOLOGY TRANSFER AND SUPPLY AGREEMENT BETWEEN: Sophiris Bio Corp. (Formerly Protox Therapeutics Corp.) California USA (hereinafter referred to as “Sophiris”) and Boehringer Ingelheim RCV GmbH & Co KG Dr. Boehringer Gasse 5-11 (hereinafter referred...Technology Transfer and Supply Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
WHEREAS, BI RCV and its Affiliate BIP (as defined below) own facilities specialised for GMP manufacture of biopharmaceuticals and employ personnel who have experience in process development, the production, quality control as well as in the registration of biopharmaceuticals for clinical trials and commercial sale in the United States, Europe and elsewhere; and
PROTOX THERAPEUTICS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is entered into as of the 19 day of March, 2012 (the “Effective Date”), by and between Peter Slover (“Executive”) and Protox Therapeutics Corp. (the “Company”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
This Intellectual Property Security Agreement is entered into as of the Effective Date by and between OXFORD FINANCE LLC, as collateral agent for the Lenders (the “Lenders”) described in the Loan Agreement (in such capacity, the “Collateral Agent”) and PROTOX THERAPEUTICS INC. (“Grantor”).
October 22, 2012 Mr. Alexander Casdin Via email to counsel Re: Separation Agreement Dear Alex:Separation Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) sets forth your agreement with Sophiris Bio Inc. (the “Company”), regarding your termination as an employee of the Company. This Agreement shall become effective on the “Effective Date” specified in Section 13 below.
INVESTMENT AGREEMENT by and among THE PURCHASERS NAMED HEREIN and PROTOX THERAPEUTICS INC. September 28, 2010Registration Rights Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • British Columbia
Protox Therapeutics Inc., a British Columbia corporation (the “Company”), hereby agrees with Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with any successor, assign or transferee, including any transferee of the Units, as permitted herein, Common Shares or Warrants (each, as defined herein), “WPX”), and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together with any successor, assign or transferee, including any transferee of the Units, as permitted herein, Common Shares or Warrants, “WP Partners,” and together with WPX, each a “Purchaser” and collectively the “Purchasers”), as follows:
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
This Intellectual Property Security Agreement is entered into as of the Effective Date by and between OXFORD FINANCE LLC, as collateral agent for the Lenders (the “Lenders”) described in the Loan Agreement (in such capacity, the “Collateral Agent”) and PROTOX THERAPEUTICS CORP. (“Grantor”).
