VERA THERAPEUTICS, INC. [ ] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • February 7th, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
Vera Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“J.P. Morgan”), Cowen and Company, LLC (“Cowen”) and Evercore Group L.L.C. (“Evercore”) are acting as representatives (the “Representatives”), an aggregate of [•] shares of Class A common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Class A common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 7th, 2022 • Vera Therapeutics, 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 December 17, 2021 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 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 (each a “Lender” and collectively, the “Lenders”), and VERA THERAPEUTICS, INC., a Delaware corporation with offices located at 8000 Marina Blvd., Suite 120, Brisbane, CA 94005 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 7th, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of December 16, 2021 between Amplyx Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), and Vera Therapeutics, Inc., a Delaware corporation (the “Buyer”).
LICENSE AGREEMENTLicense Agreement • February 7th, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”), made as of August 26, 2019 (“Effective Date”), is by and between Novartis International Pharmaceutical AG, a corporation organized under the laws of Switzerland, with its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”) and Amplyx Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, with a principal place of business at 12730 High Bluff Drive, Suite 160, San Diego, California 92130 (“Company”). Novartis and Company are each referred to individually as a “Party” and together as the “Parties.”
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...License Agreement • February 7th, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 to the License Agreement, dated as of September 24, 2019 (this “Amendment”), is entered into by and between Novartis International Pharmaceutical AG, a corporation organized under the laws of Switzerland (“Novartis”), and Amplyx Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware (“Company”). Novartis and Company are each referred to individually as a “Party” and together as the “Parties”. Except as otherwise expressly provided, capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings provided in the License Agreement (as defined below).
