0001193125-16-424684 Sample Contracts

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ] between Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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Contract
Warrant Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Delaware

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.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 15, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CLEARSIDE BIOMEDICAL, 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:

LICENSE AGREEMENT between EMORY UNIVERSITY, THE GEORGIA TECH RESEARCH CORPORATION and CLEARSIDE BIOMEDICAL, INC.
License Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Georgia

THIS LICENSE AGREEMENT is made and entered into as of the 4th day of July, 2012, (hereinafter referred to as the “Effective Date”) by and among EMORY UNIVERSITY, a nonprofit Georgia corporation with offices located at 1599 Clifton Road NE, 4th Floor, Mailstop 1599/001/1AZ Atlanta, Georgia 30322, (hereinafter referred to as “EMORY”), “), the GEORGIA TECH RESEARCH CORPORATION, a nonprofit corporation with offices located at 505 10th Street, NW, Atlanta, Georgia 30332-0415 (hereinafter referred to as “GTRC”) and Clearside Biomedical, Inc., a corporation organized under the laws of the state of Delaware having a principal place of business located at, 1220 Old Alpharetta Road—Suite 300, Alpharetta, Georgia 30005 (hereinafter referred to as “COMPANY”).

LICENSE AGREEMENT by and between CLEARSIDE BIOMEDICAL, INC. and NOVAMEDICA LLC
License Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Georgia

THIS LICENSE AGREEMENT (the “Agreement”), effective as of August 29, 2014 (the “Effective Date”), is by and between Clearside Biomedical, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 1220 Old Alpharetta Road—Suite 300, Alpharetta, Georgia 30005 (“Clearside”) and NovaMedica LLC, a Russian limited liability company and having its principal place of business at 29, 1-st Brestskaya Street, Moscow, 125047, Russia (“NovaMedica”).

Contract
Warrant Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • North Carolina

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

CLEARSIDE BIOMEDICAL, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT November 23, 2015
Investor Rights Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Delaware

This Third Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 23rd day of November, 2015, by and among Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and the holders of shares of the Company’s Preferred Stock from time to time outstanding (the “Investor Stock”) listed on Exhibit A attached hereto (the “Investors”).

COLLABORATION AGREEMENT
Collaboration Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • California

This COLLABORATION AGREEMENT (“Agreement”) is entered into as of January 31, 2013 (“Effective Date”) by and between Santen Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, with offices at 3-9-19, Shimoshinjo, Higashiyodogawa-ku, Osaka 533-8651 Japan (“SANTEN”), and Clearside Biomedical, Inc., a corporation organized under the laws of Delaware, with offices at 1220 Old Alpharetta Rd., Suite 300, Alpharetta, GA 30005 (“Clearside”). SANTEN and Clearside are herein sometimes referred to collectively as the “Parties” and individually as “Party.”

Contract
Warrant Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

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