CIDARA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 13th, 2015 • Cidara Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 10th day of February, 2015, by and among CIDARA THERAPEUTICS, INC., a Delaware corporation (formerly known as K2 Therapeutics, Inc.) (the “Company”), the investors listed on Exhibit A hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”), SEACHAID PHARMACEUTICALS, INC. (“Seachaid,” and also referred to as an “Investor” for purposes of Section 2 (other than Section 2.2 or Section 2.4) and Section 3.1 and Section 5 only), and Comerica Bank (“Comerica,” and also referred to as an “Investor” for purposes of Section 2 (other than Section 2.2 or Section 2.4) and Section 5 only).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 13th, 2015 • Cidara Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between CIDARA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractCidara Therapeutics, Inc. • March 13th, 2015 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
July 12, 2014 BY EMAIL Jeff Stein 13525 Samantha Ave San Diego, CA 92129 Re: Amended and Restated Employment Agreement Dear Jeff:Employment Agreement • March 13th, 2015 • Cidara Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This letter agreement (the “Agreement”) sets forth the terms of your continued employment as the President and Chief Executive Officer (“CEO”) of Cidara Therapeutics, Inc. (the “Company”). This Agreement will become effective upon your acceptance by executing this Agreement and returning the executed Agreement to me. As of its effective date this Agreement replaces and supersedes in its entirety the letter agreement between you and K2 Therapeutics, Inc. dated January 30, 2014 (the “Prior Agreement”) except that the terms of your Employee Confidentiality Assignment and Nonsolicitation Agreement executed on January 30, 2014 (the “Restrictive Covenant Agreement”) shall continue to apply.
July 18, 2014 BY EMAIL Kevin Forrest, Ph.D. Newton, MA 02459 Re: Amended and Restated Employment Agreement Dear Dr. Forrest:Employment Agreement • March 13th, 2015 • Cidara Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This letter agreement (the “Agreement”) sets forth the terms of your continued employment as Chief Operating Officer (“COO”) of Cidara Therapeutics, Inc. (the “Company”). This Agreement will become effective upon your acceptance by executing this Agreement and returning the executed Agreement to me. As of its effective date this Agreement replaces and supersedes in its entirety the letter agreement between you and K2 Therapeutics, Inc. dated June 25, 2014 (the “Prior Agreement”) except that the terms of your Employee Confidentiality Assignment and Nonsolicitation Agreement executed on May 30, 2014 (the “Restrictive Covenant Agreement”) shall continue to apply.
June 26, 2014 BY EMAIL Ken Bartizal, Ph.D. Bend, OR 97701 Re: Employment Agreement Dear Dr. Bartizal:By Email • March 13th, 2015 • Cidara Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
On behalf of K2 Therapeutics, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Development Officer (“CDO”). The terms of your employment are set forth below.
SECOND AMENDMENT TO LEASELease • March 13th, 2015 • Cidara Therapeutics, Inc. • Biological products, (no disgnostic substances)
Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Cidara Therapeutics, Inc., a Delaware corporation, (“Lessee”), hereby amend the Lease dated June 9, 2014 (the “Original Lease”), as amended by that certain First Amendment to Lease dated as of January 6, 2015 (the “First Amendment”; the Original Lease as so amended, the “Lease”), for Suites #101 thru #103 at 6310 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”) as follows effective February 15, 2015 (the “Expansion Date”):
ADDENDUM TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 13th, 2015 • Cidara Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Addendum to the Asset Purchase Agreement, dated May 30, 2014 (the “Agreement”) between by and between CIDARA THERAPEUTICS, INC., a Delaware corporation (f/k/a K2 Therapeutics, Inc., the “Purchaser”), and SEACHAID PHARMACEUTICALS, INC., a Delaware corporation (“Seller”) is entered into as of September 23, 2014, but shall be deemed effective as of May 30, 2014 (the “Effective Date”). Each capitalized term used but not defined in this Addendum has the same meaning given to such term in the Agreement.
July 15, 2014 BY EMAIL Dirk Thye, M.D. PO Box 330365, San Francisco, CA 94133 Re: Employment Agreement Dear Dr. Thye:Cidara Therapeutics, Inc. • March 13th, 2015 • Biological products, (no disgnostic substances) • California
On behalf of Cidara Therapeutics, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Medical Officer (“CMO”). The terms of your employment are set forth below.
