ContractWarrant Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • California
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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of October 19, 2018 and is entered into by and between X4 PHARMACEUTICALS, INC. a Delaware corporation, and each of its Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
LEASE BETWEEN X4 PHARMACEUTICALS, INC., AS TENANT AND BRICKMAN 955 MASSACHUSETTS LLC, AS LANDLORD 955 MASSACHUSETTS AVENUE, CAMBRIDGE, MASSACHUSETTSLease Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances)
THIS LEASE is dated as of January 20, 2017 between the Landlord and the Tenant named below, and is of space in the Building described below.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Executive Employment Agreement (the “Agreement”), by and between X4 Pharmaceuticals, Inc. (“Company”) and Paula Ragan, Ph.D (“Executive”), is made and entered into as of the date the Agreement is approved by the Company’s Board of Directors or an appropriate committee thereof (the “Effective Date”).
X4 PHARMACEUTICALS, INC. STOCK OPTION AGREEMENT - INCORPORATED TERMS AND CONDITIONSStock Option Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT made as of the date of grant set forth in the Stock Option Grant Notice by and between X4 Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and the individual whose name appears on the Stock Option Grant Notice (the “Participant”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN GEORGETOWN UNIVERSITY AND X4 PHARMACEUTICALS, INC.Exclusive License Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • New York
This Exclusive License Agreement (hereinafter “Agreement”) is entered into and effective as of the 13th day of December, 2016 (hereinafter “Effective Date”), by and between GEORGETOWN UNIVERSITY, a Congressionally-chartered academic institution of higher education organized under the laws of the District of Columbia, having its principal place of business located at 37th and O Streets, N.W., Washington, D.C. 20057 (hereinafter “GEORGETOWN” or “LICENSOR”), and X4 Pharmaceuticals, Inc., a corporation organized under the laws of the state of Delaware with offices located at 784 Memorial Drive, Suite 140, Cambridge, MA 02139 (hereinafter “LICENSEE”).
BETH ISRAEL DEACONESS MEDICAL CENTER EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (“Agreement”) is made as of the date immediately above the signatures of the Parties below (“Effective Date”) between Beth Israel Deaconess Medical Center, a not-for-profit Massachusetts corporation, with a principal place of operation at 330 Brookline Avenue, Boston, Massachusetts 02215 (“BIDMC”), and X4 Pharmaceuticals, Inc. a corporation, having a principal place of business at 784 Massachusetts Avenue, Suite 140, Cambridge MA 02139 (“Licensee”), each referred to individually as a “Party” and collectively as the “Parties”.
X4 PHARMACEUTICALS, INC. WARRANT TO PURCHASE SERIES B PREFERRED STOCKWarrant Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT TO PURCHASE SERIES B PREFERRED STOCK (this “Warrant”) is issued to [_________] (the “Holder”) by X4 Pharmaceuticals, Inc. (the “Company”), as of November 1, 2017 pursuant to the terms of the Series B Preferred Stock Purchase Agreement, dated November 1, 2017 by and among the Company and the Investors therewith (the “Purchase Agreement”).
LICENSE AGREEMENTLicense Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances)
This License Agreement (this “Agreement”) is executed as of July 10, 2014 (the “Effective Date”) by and between Genzyme Corp., a corporation having an address at 500 Kendall Street, Cambridge, MA 02142 (“Genzyme” or “Licensor”) and X4 Pharmaceuticals, LLC, a Massachusetts limited liability company having an address at 281 School Street, Belmont, MA 02478, United States (“X4”). Genzyme and X4 are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WARRANT MODIFICATION AGREEMENTWarrant Modification Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances)
This Warrant Modification Agreement is entered into as of December 11, 2018 between Hercules Capital, Inc. (the “Warrantholder”) and X4 Pharmaceuticals, Inc. (the “Company”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to License Agreement (this “Amendment”) is dated as of October 23, 2014 (the “Amendment Effective Date”) by and between Genzyme Corp., a corporation having an address at 500 Kendall Street, Cambridge, MA 02142 (“Genzyme” or “Licensor”) and X4 Pharmaceuticals, INC., a Delaware corporation having an address at 281 School Street, Belmont, MA 02478, United States (“X4”). Each of Genzyme and X4 may be referred to herein as a “Party” and together as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement by and between the Parties effective as of July 10, 2014 (the “Agreement”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (the “First Amendment”) is dated as of December 11, 2018 (the “First Amendment Date”) and is entered into by and among X4 PHARMACEUTICALS, INC., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties hereto (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
