FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________, 20__ between Histogen, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
ContractSecurities Purchase Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 11, 2018 by and between Histogen Inc., a Delaware corporation (“Employer”), and Richard W. Pascoe (“Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is dated effective as of January 27, 2020, by and between Conatus Pharmaceuticals Inc. (the “Company”), and Steven J. Mento, Ph.D. (“Employee”).
Canaccord Genuity LLC 99 High Street Suite 1200 Boston, MA USA 02110 T1: 1.617.371.3900 T2: 1.800.225.6201 cgf.comFinancial Advisory Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This letter agreement (including Annex A hereto, this “Agreement”) will confirm our understanding of the terms and conditions under which Canaccord Genuity LLC (“Canaccord Genuity”) is engaged by Histogen, Inc., a Delaware corporation and any subsidiary thereof (collectively, the “Company”) as its exclusive financial advisor with respect to consummating (a) one or several possible business combinations, whether in one or a series of related transactions, through the purchase of an organization’s equity or by means of a merger, consolidation, reorganization, joint venture, reverse merger, partnership, tender offer, exchange offer, strategic alliance, or any other transaction of a like nature, regardless of form, with a Public Company (as defined below) which results in the Company (or its successor or the acquiror of a majority of its assets) being a Public Company (a “Reverse Merger”), and (b) one or more private placements or public offerings of Instruments (as defined below) (I) of t
EXCLUSIVE LICENSE AND SUPPLY AGREEMENTExclusive License and Supply Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations
This Exclusive License and Supply Agreement (the “LSA” or “Agreement”), dated as of September 30, 2016 (“Effective Date”), is by and between Histogen, Inc. (“Histogen”), a company organized and existing under the laws of Delaware, United States of America, and Pineworld Capital Limited, or an Affiliate of the foregoing (“Pineworld”), a company duly incorporated under the laws of the People’s Republic of China (each a “Party”, collectively the “Parties”).
AMENDMENT NO. 4 TO AMENDED AND RESTATED LICENSE AGREEMENT AMENDMENT NO. 3 TO AMENDED AND RESTATED SUPPLY AGREEMENTLicense Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
This Amendment No. 4 to the Amended and Restated License Agreement (this “Amendment”) is made as of January 17, 2020 by and between Histogen, Inc. (“Histogen”) and Allergan Sales, LLC (“Allergan”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of April 16th, 2019 (the “Effective Date”) by and between Histogen Inc., a Delaware corporation (“Employer”), and Martin Latterich (“Employee”). In consideration of the foregoing premises and the mutual covenants and agreements set forth herein, Employee and Employer agree as follows:
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED SUPPLY AGREEMENT (this “Agreement”) is made and entered effective as of December 16, 2013 (the “Amendment Effective Date”) by and between Suneva Medical, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 5870 Pacific Center Boulevard, San Diego, California 92121 (“Suneva”) and Histogen, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 10655 Sorrento Valley Road, San Diego, California 92121 (“Histogen”).
SETTLEMENT, RELEASE AND TERMINATION AGREEMENTSettlement Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS SETTLEMENT, RELEASE AND TERMINATION AGREEMENT (this “Agreement”) is dated as of April 5, 2019, and entered into by and among Histogen Inc., a Delaware corporation (“Histogen”), PUR Biologics, LLC, a California limited liability company (“PUR”), Wylde, LLC, a Nevada limited liability company (“Wylde”), Christopher Wiggins, an individual (“Wiggins” and together with Wylde, the “Wiggins Parties”), and Ryan Fernan, an individual (“Fernan” together with Wiggins, Wylde and PUR and their respective Affiliated Persons, the “PUR Parties” and each is a “PUR Party”), with reference to the statements and facts set forth under “Recitals” below. Histogen, PUR, Wiggins, Wylde and Fernan are hereinafter referred to collectively as the “Parties” and each of them is a “Party.” Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to them in Section 1 hereof.
SECOND AMENDED AND RESTATED STRATEGIC RELATIONSHIP SUCCESS FEE AGREEMENTStrategic Relationship Success Fee Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED STRATEGIC RELATIONSHIP SUCCESS FEE AGREEMENT (this “Agreement”) is dated as of January 28, 2020, by and between Histogen Inc., a Delaware Corporation (the “Company”), and Lordship Ventures LLC, a Delaware limited liability company (together with its successors and assigns, “Lordship”).
AMENDMENT TO OPTION AND EMPLOYMENT AGREEMENTOption and Employment Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO OPTION AND EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of January 28, 2020, by and between Histogen Inc., a Delaware corporation (the “Company”), and Richard W. Pascoe (the “Participant”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
This Amendment No. 2 to the Amended and Restated License Agreement (this “Amendment”) is made as of October 25, 2017 by and between Histogen, Inc. (“Histogen”) and Allergan Sales, LLC (“Allergan”).
CONVERSION, TERMINATION AND RELEASE AGREEMENTConversion, Termination and Release Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS CONVERSION, TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of this 10th day of August, 2016 (the “Effective Date”), by and among, on the one hand, Mr. Jonathan Jackson, an individual (“Jackson”), Lordship Ventures LLC, a Delaware limited liability company (“Lordship Ventures”), and Lordship Ventures Histogen Holdings LLC, a Delaware limited liability company (“Lordship Holdings”), and on the other hand, Histogen, Inc., a Delaware corporation (the “Company”). This Agreement refers to Lordship Ventures, Lordship Holdings, and Jackson each as a “Lordship Party” and collectively as the “Lordship Group”, and to each of the parties named above as a “Party” and together as the “Parties”.
• Amended and Restated License Agreement, between Histogen and Suneva, dated December 16, 2013, (the “License Agreement”): and • Amended and Restated Supply Agreement, between Histogen and Suneva, dated December 16, 2013, (the “Supply Agreement”).License Agreement, Supply Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations
As you are aware, Suneva and Allergan Sales, LLC (“Allergan”) propose to enter into an agreement to sell Suneva’s Regenica product line to Allergan (the “Transaction”). Completion of the Transaction is currently anticipated to take place as early as mid-July 2017. As we work towards completion of the Transaction, we request that you acknowledge your receipt of this notice of the Transaction and your consent to the assignment of the License Agreement and Supply Agreement (collectively, the “Agreements”) to the Allergan (the “Assignment”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is dated effective as of January 27, 2020, by and between Conatus Pharmaceuticals Inc. (the “Company”), and Alfred P. Spada, Ph.D. (“Employee”).
AMENDED AND RESTATED RELEASERelease • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED RELEASE (this “Agreement”) is made and entered into as of this 28th day of January, 2020, by and among, on the one hand, Mr. Jonathan Jackson, an individual (“Jackson”), Lordship Ventures LLC, a Delaware limited liability company (“Lordship Ventures”), and Lordship Ventures Histogen Holdings LLC, a Delaware limited liability company (“Lordship Holdings”), and on the other hand, Histogen Inc., a Delaware corporation (the “Company”). This Agreement refers to Lordship Ventures, Lordship Holdings, and Jackson each as a “Lordship Party” and collectively as the “Lordship Group”, and to each of the parties named above as a “Party” and together as the “Parties”.
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of December 16, 2013 (the “Amendment Effective Date”) by and between Histogen, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 10655 Sorrento Valley Road, San Diego, California 92121 (“Histogen”) and Suneva Medical, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 5870 Pacific Center Boulevard, San Diego, California 92121 (“Suneva”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED LICENSE AGREEMENT AMENDMENT NO. 2 TO AMENDED AND RESTATED SUPPLY AGREEMENTLicense Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
This Amendment No. 3 to the Amended and Restated License Agreement and Amendment No. 2 to the Amended and Restated Supply Agreement (this “Amendment”) is made as of March 22, 2019 by and between Histogen, Inc. (“Histogen”) and Allergan Sales, LLC (“Allergan”).
TERMINATION OF STOCKHOLDER AGREEMENTSTermination of Stockholder Agreements • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS TERMINATION OF STOCKHOLDER AGREEMENTS (this “Agreement”) is made and entered into as of January 28, 2020, by and among Histogen Inc., a Delaware corporation (the “Company”), Lordship Ventures Histogen Holdings LLC, a Delaware limited liability company (“Lordship”), Pineworld Capital Limited, a company formed in and under the laws of Hong Kong, Company Registration No. 2356730 (“Pineworld”, each of Lordship and Pineworld, an “Investor” and, collectively, the “Investors”), Gail K. Naughton (“Naughton”) and those trusts identified on Schedule A hereto (each trust and Naughton, a “Key Holder” and, collectively, the “Key Holders”). Each of the Company, each Investor and each Key Holder referred to herein as a “Party” and, collectively, the “Parties”.
