Spero Therapeutics, Inc. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • New York
Spero Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares of Common Stock. The aforesaid [•] shares of Common Stock (the “Initial Securities”) to be pu
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 23rd, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Employment Agreement (this “Agreement”) is made and entered into this 20th day of October, 2017 (the “Effective Date”) by and between Spero Therapeutics, Inc., a Delaware corporation (“Company”), and Ankit Mahadevia (“Executive”).
CONFIDENTIAL TREATMENT REQUESTED ASSIGNMENT AND LICENSE AGREEMENTConfidential Treatment Requested • October 23rd, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is entered into as of May 9, 2016 (the “Effective Date”), by and between Vertex Pharmaceuticals Incorporated, with an address at 50 Northern Avenue, Boston, Massachusetts 02210 (“Vertex”) and Spero Trinem, Inc., with an address at 675 Massachusetts Avenue, 14th Floor, Cambridge, Massachusetts 02139 (“Spero”) and solely for the purposes of Section 13.15, Spero Therapeutics, LLC, with an address at 675 Massachusetts Avenue, 14th Floor, Cambridge, Massachusetts 02139 (“Parent”). Vertex and Spero each may be referred to herein individually as a “Party” or collectively as the “Parties.”
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • October 23rd, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”), dated as of June 28, 2017 (the “Effective Date”), is made by and between Northern Antibiotics Oy (Ltd.), a corporation organized under the laws of Finland (“Northern”), and Spero Potentiator, Inc., a Delaware corporation (“Spero”). Northern and Spero are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
Spero Therapeutics, Inc. Proprietary Information and Inventions Assignment AgreementAssignment Agreement • October 23rd, 2017 • Spero Therapeutics, Inc. • Pharmaceutical preparations
In consideration and as a condition of my employment, consultancy or other provision of services (“Service”) to SPERO THERAPEUTICS, INC. (the “Company”) or any Affiliate thereof (the term “Affiliate” referring to any company related to Spero Therapeutics., Inc. (and collectively, “Affiliates”)), I agree as set forth below.
