ContractCarbylan Therapeutics, Inc. • December 29th, 2014 • 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractCarbylan Therapeutics, Inc. • December 29th, 2014 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDEIR 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 26, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CARBYLAN BIOSURGERY, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2014, by and between Carbylan Therapeutics, Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”).
Ms. Marcee M. Maroney [Home Address] Re: Amended and Restated Employment Agreement Dear Marcee:Employment Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
As discussed, this letter agreement (“Agreement”) amends and restates the terms of your continued employment with Carbylan Therapeutics, Inc. (the “Company”). This Agreement will be effective as of its date, provided that you sign, date and return this fully signed Agreement within five (5) business days after you receive it.
Mr. Thomas Michael White [Home Address] Re: Employment Agreement Dear Michael:Release Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
We are pleased to extend you this offer of employment with Carbylan Therapeutics, Inc. (the “Company”), contingent upon the conditions outlined in Section 8 below. This letter (the “Agreement”) contains the terms of our employment offer.
CARBYLAN THERAPEUTICS, INC. CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California
THE INDEBTEDNESS AND SECURITIES EVIDENCED HEREBY ARE SUBORDINATED TO THE INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY PURSUANT TO THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 26, 2011 BETWEEN SILICON VALLEY BANK AND THE COMPANY, AS AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME AND OTHER INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY TO OTHER BANKS OR FINANCIAL INSTITUTIONS AS MAY BE APPROVED BY THE COMPANY’S BOARD OF DIRECTORS.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of December 21, 2012, is made by and among Carbylan Biosurgery, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (as herein defined) listed on Exhibit A attached hereto, and the holders of the Company’s Series B Preferred Stock (as herein defined) listed on Exhibit A attached hereto.
COMMERCIAL LEASECommercial Lease • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LEASE is entered into as of January 26, 2012 (the “Effective Date”), by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord’’), and CARBYLAN BIOSURGERY, INC, a Delaware corporation (“Tenant”), in the following factual context:
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of December, 2013 (the “Third Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Biosurgery, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.
CARBYLAN BIOSURGERY, INC. GEORGE Y. DANILOFF EMPLOYMENT AGREEMENTDaniloff Employment Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California
This Agreement is entered into effective as of December 16, 2005 (the “Effective Date”) by and between Carbylan Biosurgery, Inc., a Delaware corporation, (f.k.a. Sentrx Surgical, Inc.) (the “Company”), and George Y. Daniloff (“Executive”).
SECOND AMENDMENT TO WARRANT TO PURCHASE STOCK [October 26, 2011 Warrant]Warrant to Purchase Stock • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO WARRANT TO PURCHASE STOCK (this “Amendment”) is deemed effective as of February 12th, 2013, by and between SVB FINANCIAL GROUP (“SVB Financial Group” or “Holder”) and CARBYLAN BIOSURGERY, INC., a Delaware corporation (the “Company”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 25th day of September, 2014 (the “Fourth Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Therapeutics, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.
FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK [October 26, 2011 Warrant]Carbylan Therapeutics, Inc. • December 29th, 2014 • Pharmaceutical preparations
THIS FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK (this “Amendment”’) is deemed effective as of July 27, 2012, by and between SVB FINANCIAL GROUP (“SVB Financial Group” or “Holder”) and CARBYLAN BIOSURGERY, INC., a Delaware corporation (the “Company”).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Technology License Agreement is made and entered into this 15th day of November, 2012 (the “Effective Date”), by and between Carbylan Biosurgery, Inc., a Delaware corporation, having its principal place of business at 3181 Porter Drive, Palo Alto, California, 94304 (hereinafter, “Carbylan”) and Shanghai Jingfeng Pharmaceutical Co., Ltd., a Chinese limited liability company having its principal place of business at No. 50, Luoxin Road, Baoshan District, Shanghai, PRC, 201908 (hereinafter, “Jingfeng” or “Licensee”).
EXECUTIVE EMPLOYMENT AGREEMENT for David RenziExecutive Employment Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”) is made between Carbylan BioSurgery, Inc. (the “Company”) and David Renzi (‘‘Executive”)(collectively, the ‘‘Parties”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 15th day of February, 2013 (the “Second Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Biosurgery, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 27nd day of July, 2012 (the “First Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Biosurgery, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.
