J.P. MORGAN SECURITIES LLC FORM OF UNDERWRITING AGREEMENT ZS PHARMA, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • New York
ZS Pharma, Inc. – Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form)
ZS PHARMA, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 , and is between ZS Pharma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE AGREEMENTLease Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Texas
THIS LEASE AGREEMENT (“Lease”) made as of this 1st day of August, 2013 between the University of North Texas Health Science Center at Fort Worth, a state institution of higher education, hereinafter referred to as “Landlord”, and ZS Pharma, Inc. having a business address at 508 Wrangler Drive, Suite 100 Coppell, Texas 75019, hereinafter referred to as “Tenant”.
ZS PHARMA, INC. FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Texas
This Employment Agreement (the “Agreement”) is entered into between ZS Pharma, Inc., a Delaware corporation (“ZS Pharma”), and the undersigned employee (“Employee”). In consideration of the premises and the following mutual terms and conditions, ZS Pharma and Employee agree as follows:
SUBLEASESublease • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Colorado
This Sublease (this “Sublease”) is entered into this 18th day of October, 2013 (the “Effective Date”) between InB: Hauser Pharmaceutical Services, Inc., a Delaware corporation (“Sublessor”), and ZS Pharma, Inc., a Delaware corporation (“Sublessee”).
Attention: Alvaro Guillem Chief Executive Officer Jeffrey Keyser Chief Operating OfficerFinancial Advisory Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • California
A LICENSE AGREEMENT BETWEEN ZS PHARMA, INC. AND UOP LLCLicense Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Illinois
THIS AGREEMENT, dated as of December 19, 2011, is made between ZS Pharma, Inc., a corporation organized and existing under the laws of the State of Delaware, (“LICENSEE”), and UOP LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America (“UOP”).
Attention: Alvaro Guillem Chief Executive Officer Jeffrey Keyser Chief Operating OfficerFinancial Advisory Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • California
INDUSTRIAL & COMMERCIAL REAL ESTATE PARTIESLease Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations
This Lease, executed in duplicate at Palo Alto, California, this 26 day of April, 2013, by and between Renault & Handley Oakmead Solar Joint Venture LP, a California limited partnership, and ZS Pharma, Inc., a Delaware corporation, hereinafter referred to respectively as “Lessor” and “Lessee”, without regard to number or gender.
ZS PHARMA, INC. FORM OF INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENTInvention Assignment and Confidentiality Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Texas
This Invention Assignment and Confidentiality Agreement (“Agreement”) is entered into as of the date of the last signature below and shall be effective as of , 20 , by and between ZS Pharma, Inc., having an address of 508 Wrangler Drive, Suite 100, Coppell, Texas, 75019, its subsidiaries, affiliates, successors or assigns (together the “Company”), and , an individual having an address of (“Employee”).
PARK WEST COMMERCE CENTER LEASE BY AND BETWEEN PW COMMERCE CENTER LP, a Texas limited partnership, as Landlord AND ZS PHARMA, INC., a Delaware corporation, as TenantLease • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations
LICENSE RESTRUCTURING AGREEMENT BETWEEN ZS PHARMA, INC. HEMOCLEANSE, INC. AND UOP LLCLicense Restructuring Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Illinois
THIS AGREEMENT, dated as of December 19, 2011, is made between ZS Pharma, Inc., a corporation organized and existing under the laws of the State of Delaware, (“ZS Pharma”), HemoCleanse, Inc., a corporation organized and existing under the laws of the State of Indiana, (“HemoCleanse”) and UOP LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America (“UOP”), all sometimes referred to herein as the “Parties”.
