ContractWarrant Agreement • September 27th, 2013 • Relypsa 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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • September 27th, 2013 • Relypsa 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.
RELYPSA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [•] by and between Relypsa, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
LEASE BRITANNIA SEAPORT CENTRE HCP LS REDWOOD CITY, LLC, a Delaware limited liability company, as Landlord, and RELYPSA, INC., a Delaware corporation, as Tenant.Lease • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • California
This 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 HCP LS REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and RELYPSA, INC., a Delaware corporation (“Tenant”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 31, 2013 (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, “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, California 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), RELYPSA, INC., a Delaware corporation, and RELYPSA 106, LLC, a Delaware limited liability company, each with offices located at 700 Saginaw Drive, Redwood City, California 94063 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The part
RELYPSA, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 26th day of July, 2012 (the “Effective Date”), by and among RELYPSA, 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.”
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND ASSIGNMENT AGREEMENTIntellectual Property License and Assignment Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • California
This Amended and Restated Intellectual Property License and Assignment Agreement (this “ Restated Agreement”) dated as of November 23, 2009 (the “Amendment Date”) is entered into by and between Relypsa, Inc., a Delaware corporation, having a place of business at 5301 Patrick Henry Drive, Santa Clara, CA 95054 (“Relypsa”) and Ilypsa, Inc., a Delaware corporation and a wholly-owned subsidiary of Amgen Inc., having a place of business at One Amgen Center Drive, Thousand Oaks, CA 91320 (“Ilypsa”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 2, 2013 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank”), RELYPSA, INC., a Delaware corporation (“Relypsa”), and RELYPSA 106, LLC, a Delaware limited liability company (“Relypsa 106”; together with Relypsa, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall, jointly and severally, repay Bank. The parties agree as follows:
ContractWarrant Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations
This Amendment No. 1 to Memorandum of Understanding (this “Amendment”) is entered between Relypsa, Inc., having a principal place of business at 700 Saginaw Drive, Redwood City, CA 94063 (“Relypsa”) and LANXESS Corporation, having a principal place of business at 111 RIDC Park West Drive, Pittsburgh, PA 15275 (“LANXESS”) as of June 27, 2013(the “Effective Date”) and amends that certain Memorandum of Understanding between the Parties effective as of November 27, 2012 (the “MOU”). Each party may be referred to herein as a “Party” and collectively the “Parties.”
CERTIFICATE OF AMENDMENT TO PLAIN ENGLISH WARRANT AGREEMENTPlain English Warrant Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations
THIS CERTIFICATE OF AMENDMENT (the “Certificate”) is provided by RELYPSA, INC., a Delaware corporation (the “Company”) to TriplePoint Capital LLC, the holder of a warrant to purchase 450,000 shares of the Company’s Series A Preferred Stock (“Series A Preferred”) pursuant to that certain Plain English Warrant Agreement dated as of May 22, 2008 (the “Warrant”). Unless otherwise defined, any capitalized terms in this Certificate shall have the same meanings assigned to such terms in the Warrant.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations
This Memorandum of Understanding (“MOU”), dated November 27, 2012, (the “Effective Date”) is entered into by and between Relypsa, Inc. having a principal place of business at 5301 Patrick Henry Drive, Santa Clara, CA 95054 (“Relypsa”) and LANXESS Corporation, having a principal place of business at 111 RIDC Park West Drive, Pittsburgh, PA 15275 (“LANXESS”); each party referred to as a “Party” and collectively the “Parties”.
RELYPSA, INC. WARRANT TO PURCHASE PREFERRED STOCKWarrant to Purchase Preferred Stock • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • California
This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of that certain Note and Warrant Purchase and Voting Agreement, dated as of [Date], 2010 and as amended from time to time, by and among the Company and the persons and entities named on the Schedule of Purchasers attached thereto (the “Purchase Agreement”), whereby Holder has purchased a convertible promissory note (“Note”) in the principal amount of $[Loan Amount] (“Note Amount”). The aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to the quotient of (i) twenty percent (20%) of the Note Amount divided by (ii) the applicable Exercise Price, subject to adjustment as provided herein.
ContractMaster Agreement for Pharmaceutical Development and Manufacturing Services • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • New York
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into this 26th day of July, 2013, by and among OXFORD FINANCE LLC (“Oxford”), a Delaware limited liability company, as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as Lender, SILICON VALLEY BANK, a California corporation (“SVB”; together with Oxford, each a “Lender” and collectively, the “Lenders”), RELYPSA, INC., a Delaware corporation (“Relypsa”), and RELYPSA 106, LLC, a Delaware limited liability company (“Relypsa 106”; together with Relypsa, individually and collectively, “Borrower”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into this 26th day of July, 2013, by and among SILICON VALLEY BANK, a California corporation (“Bank”), RELYPSA, INC., a Delaware corporation (“Relypsa”), and RELYPSA 106, LLC, a Delaware limited liability company (“Relypsa 106”; together with Relypsa, individually and collectively, “Borrower”).
RELYPSA, INC. WARRANT TO PURCHASE SERIES C PREFERRED STOCKWarrant Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
Stock Price = price of one Exercise Share as determined by reference to the average of the closing prices on the securities exchange or Nasdaq Global Market over the 20-day period ending three trading days prior to the closing of the Corporate Reorganization described in Section 3.1 if the Exercise Shares are then traded on such exchange or system, or the average of the closing bid or sale prices (whichever is applicable) in the over-the-counter market over the 20-day period ending three trading days prior to the closing of the Corporate Reorganization if the Exercise Shares are then actively traded in the over-the-counter market, or, if the Exercise Shares are not then traded on a securities exchange or system or in the over-the-counter market, the greatest of (i) the amount per Exercise Share distributable to the holders of such Exercise Shares upon any liquidation, dissolution of winding up of the Company, whether voluntary or involuntary in accordance with Article IV, Section E(3)(
October 18, 2007 Jerry Buysse Dear Jerry:Employment Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • California
We are pleased to extend to you an offer to join Relypsa, Inc. (the “Company”) as our Chief Scientific Officer and Senior Vice President—Research. The following terms apply and will constitute your employment agreement with the Company (the “Agreement”).
FIRST AMENDMENT TO MASTER AGREEMENT FOR PHARMACEUTICAL DEVELOPMENT AND MANUFACTURING SERVICESMaster Agreement for Pharmaceutical Development and Manufacturing Services • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations
WHEREAS, Patheon Inc. (“Patheon”) and Relypsa, Inc. (“Relypsa”) have entered into that certain master agreement for pharmaceutical development and manufacturing services dated as of January 17, 2011 (the “Master Agreement”);
