September 20, 2016 Personal & Confidential Stephen Hurly Haddonfield, NJ 08033 Dear Stephen:Eleven Biotherapeutics, Inc. • September 21st, 2016 • Pharmaceutical preparations
It is my pleasure to offer you the position of President and Chief Executive Officer for Eleven Biotherapeutics, Inc. (“the Company” or “Eleven Bio”) reporting to the Board of Directors (the “Board”). This letter summarizes important details about your employment, should you accept this offer. This letter agreement shall be effective only upon the date of the closing (such closing date, the “Effective Date”) of the acquisition by the Company of Viventia Bio Inc. (“Viventia”) pursuant to a Share Purchase Agreement (the “Agreement”), by and among the Company, Viventia, the shareholders of Viventia named on the signature pages thereto and, for certain limited purposes, Clairmark Investments Ltd, pursuant to which Agreement, the Company will acquire all of the outstanding equity interests in Viventia and Viventia will become a wholly-owned subsidiary of the Company (the “Transaction”). If the Transaction does not occur by September 23, 2016, this letter agreement shall be null and void.
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • September 21st, 2016 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations
This AMENDED AND RESTATED LICENSE AGREEMENT is made and entered into by and between Protoden Technologies Inc. and Viventia Bio Inc. as of the Effective Date (as defined below).
SHARE PURCHASE AGREEMENT by and among ELEVEN BIOTHERAPEUTICS, INC., VIVENTIA BIO INC., THE SHAREHOLDERS OF VIVENTIA BIO INC. (NAMED HEREIN) AND SOLELY IN ITS CAPACITY AS SELLER REPRESENTATIVE, CLAIRMARK INVESTMENTS LTD. Dated as of September 20, 2016...Share Purchase Agreement • September 21st, 2016 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • Ontario
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into as of September 20, 2016, by and among Eleven Biotherapeutics, Inc., a Delaware corporation (the “Buyer”); Viventia Bio Inc., a corporation existing under the laws of the Province of Ontario (the “Company”); the shareholders of the Company named on the signature pages hereto (each, a “Seller” and collectively the “Sellers”); and, solely for purposes of being bound by Section 1.6, Section 1.9, Article V, Article VII and Article VIII and solely in such Person’s capacity as the Seller Representative, Clairmark Investments Ltd., a corporation incorporated under the laws of the Province of Ontario (the “Seller Representative”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • September 21st, 2016 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations
WHEREAS, UNIVERSITY is owner of Patent Rights as defined below on a stabilized anti-EGP-2 scFv fragment termed 4D5MOC-B (“Invention”);
ALMAD INVESTMENTS LIMITED (hereinafter called the “Landlord”),Lease Amending Agreement • September 21st, 2016 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • Manitoba
WITNESSETH that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed, the Landlord has demised and leased, and by these presents does demise and lease unto the Tenant approximately Twenty One Thousand Five Hundred (21,500) square feet of Rentable Area (the “Leased Premises”) commonly known as 136-147 Hamelin Street, in the City of Winnipeg, in the Province of Manitoba forming part of the property (the “Property”), commonly known as 131-147 Hamelin Street in the City of Winnipeg, in the Province of Manitoba;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2016 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 20th day of September, 2016, by and among Eleven Biotherapeutics, Inc., a Delaware corporation (the “Company”), Viventia Bio Inc., a corporation existing under the laws of the Province of Ontario (“Viventia”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED & RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 21st, 2016 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is effective as of the 8th day of March, 2004, (the “Effective Date”) and amended and restated as of October 14, 2015 to reflect Amendment 1 and 2 between Merck KGaA, of Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter called “Merck,” which expression includes its successors and assigns) of the one part and Viventia Bio, Inc., of 147 Hamelin Street, Winnipeg MB, R3T 3Z1, CANADA (hereinafter called “Viventia,” which expression includes its successors and permitted assignees) of the other part. Each of Merck and Viventia are herein sometimes referred to individually as a “Party” and collectively as “Parties.”
