ITERUM THERAPEUTICS PLC (an Irish public limited company) [●] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • New York
ITERUM THERAPEUTICS US LIMITEDEmployment Agreement • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • Delaware
On behalf of Iterum Therapeutics US Limited (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). This Agreement and your employment are made conditional upon and shall be effective upon the closing of Iterum Therapeutics Limited (the “Parent”)’s Series A Preferred financing (the “Financing”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence on the closing of the Financing (such actual date of your commencement of employment shall be referred to herein as the “Start Date”). If the Financing does not close, this Agreement will have no effect and will not be binding on the Company or you, even if it has been signed.
DEED OF INDEMNIFICATIONDeed of Indemnification • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations
This Deed of Indemnification (this “Deed”) is effective as of [•] by and between Iterum Therapeutics plc, an Irish public limited company, with its registered office at Block 2, Floor 3, Harcourt Centre, Harcourt Street, Dublin 2 (Company number 563531) (as further defined below, the “Company”), and [•] of [•]. (the “Indemnitee”).
LICENSE AGREEMENT BY AND AMONG ITERUM THERAPEUTICS LIMITED, ITERUM THERAPEUTICS INTERNATIONAL LIMITED AND PFIZER INC. Dated as of November 18, 2015License Agreement • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 18th day of November, 2015 (the “Effective Date”), by and among Iterum Therapeutics International Limited, a company organized and existing under the laws of Ireland with offices at 25-28 North Wall Quay, Dublin 1, Ireland (“Licensee”), Iterum Therapeutics Limited, a company organized and existing under the laws of Ireland with offices at 25-28 North Wall Quay, Dublin 1, Ireland (“Parent” and together with Licensee, which is a wholly-owned subsidiary of Parent, “Iterum”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, NY 10017 (“Pfizer”). Iterum and Pfizer may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
ITERUM THERAPEUTICS LIMITED AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 18, 2017, by and among ITERUM THERAPEUTICS LIMITED, a company incorporated under the laws of Ireland (company number 563531) (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor”, and each of the shareholders listed on Exhibit B hereto, each of whom is referred to herein as a “Key Holder” All references to “$” and “dollar” herein shall mean United States dollars.
ITERUM THERAPEUTICS US LIMITED INDEMNITY AGREEMENTIndemnification & Liability • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between ITERUM THERAPEUTICS US LIMITED, a Delaware corporation (the “Company”), and (“Indemnitee”).
