LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of February 28, 2018 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 180 North LaSalle Street, Suite 1800, Chicago, IL 60601 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
XERIS PHARMACEUTICALS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
XERIS PHARMACEUTICALS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
Xeris/Bachem Quality Assurance AgreementQuality Assurance Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
This Quality Assurance Agreement (the “Quality Assurance Agreement”) is made as of November 20, 2015 (“Effective Date”) between Bachem AG, an entity organized under the laws of Switzerland, with its principal place of business at Hauptstrasse 144, CH-4416 Bubendorf, Switzerland (“Bachem”), and Xeris Pharmaceuticals, Inc. an entity organized under the laws of Texas with its principal place of business at 3208 Red River Street, Suite 300, Austin, TX 78705, USA (“Xeris”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Joint Development Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS JOINT DEVELOPMENT AGREEMENT (the “Agreement”) is entered into as of January 29, 2016 (the “Effective Date”) and is made by and between Xeris Pharmaceuticals, Inc., a Delaware corporation, with its principal office at 3208 Red River Street, Suite 300, Austin, TX 78705, USA (“XPI”) and Scandinavian Health Limited, a company existing under the laws of Hong Kong, having its principal office at Room 810, Argyle Centre, Phase 1, 688 Nathan Road, Kowloon, Hong Kong (“SHL”). XPI and SHL are each referred to as a “Party”, and collectively as the “Parties”.
Commercial Supply AgreementCommercial Supply Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Commercial Supply Agreement (“Agreement”) is made and entered into as of May 14, 2018 (“Effective Date”) by and between PYRAMID Laboratories Inc. (“PYRAMID”), a California Corporation, having its principal place of business at 3598 Cadillac Avenue, Costa Mesa, California 92626 and Xeris Pharmaceuticals, Inc. (“Client”), a Delaware corporation, having its principal place of business at 180 N. LaSalle Street, Suite 1800, Chicago, Illinois, 60601, collectively the “Parties” and individually a “Party”.
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Api Supply Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • New York
This API Supply Agreement (“Agreement”) is made as of the January I, 2018 (“Effective Date”), by and between Xeris Pharmaceuticals, Inc., a Delaware Corporation, with a place of business at 180 N. LaSalle Street, Suite 1800, Chicago, Illinois 60601, USA (“XERIS”). and Bachem Americas, Inc., a California Corporation, with a place of business at 3132 Kashiwa Street, Torrance, CA 90505, USA (“BACHEM”). XERIS and BACHEM may be referred to individually as a “Party” or collectively as the “Parties.”
XERIS PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 31, 2015Adoption Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of December 31, 2015 by and among (i) Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (ii) the holders of the Preferred Stock (as defined herein) listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), (iii) certain holders of the Company’s Common Stock listed on Schedule B hereto (each, a “Key Holder” and collectively, the “Key Holders”), and (iv) certain Lending Institutions (as defined herein) that may become a party hereto from time to time. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Series C Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”) by and among the Company and the Investors. This Agreement amends, supersedes and replaces the Company’s Amended and Restated Investors’ Rights Agreement, dated September 17, 2015 (the “Prior Agreement”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Quality Agreement • May 24th, 2018 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations
The Parties wish to further define their individual and collective responsibilities as to the quality aspects of the Product or Service to ensure compliance with applicable current Good Manufacturing Practices (cGMPs), applicable regulatory submissions for the Product, applicable regulatory submissions for the Services, other applicable regulatory requirements, and XERIS s requirements as specified by XERIS (the “XERlS Requirements”).
