ContractWarrant Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: SILVERBACK THERAPEUTICS, INC., a Delaware corporation; SABRE MERGER SUB, INC., a Delaware corporation; and ARS PHARMACEUTICALS, INC., a Delaware corporation Dated as of July 21, 2022Merger Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 21, 2022, by and among SILVERBACK THERAPEUTICS, INC., a Delaware corporation (“Parent”), SABRE MERGER SUB, INC. a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and ARS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for RICHARD E. LOWENTHALExecutive Employment Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of September 14, 2018 (the “Effective Date”), by and between Richard E. Lowenthal (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTHManufacturing Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Manufacturing Agreement (the “Agreement”) is made as of this 9th day of September, 2020 (the “Effective Date”) by and between ARS Pharmaceuticals, Inc., a corporation organized under the laws of the State of California with its principal office located at [***], (hereinafter referred to as “COMPANY”) and Renaissance Lakewood, LLC, a limited liability corporation organized under the laws of the State of Delaware with a place of business at 1200 Paco Way, Lakewood, New Jersey, 08701 (hereinafter “RENAISSANCE”).
COLLABORATION AND DISTRIBUTION AGREEMENTCollaboration and Distribution Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of March 1st, 2021 (the “Effective Date”), by and between ARS PHARMACEUTICALS, INC., a Delaware corporation (“ARS”), having an address of 3525 Del Mar Heights Rd., #855, San Diego, CA 92130, U.S., and Pediatrix Therapeutics, a Cayman corporation (“Pediatrix”), having a registered office at Aequitas International Management Ltd., Grand Pavilion Commercial Center, Suite 24, 802 West Bay Road, P.O. Box 10281, Grand Cayman KY1-1003, Cayman Island. ARS and Pediatrix may be referred to herein individually as a “Party” or collectively as the “Parties”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of April 30, 2020 (the “Effective Date”), by and between ARS PHARMACEUTICALS, INC., a Delaware corporation (“ARS”), having an address of 3525 Del Mar Heights Rd., #855, San Diego, CA 92130, U.S., and ALFRESA PHARMA CORPORATION, a corporation organized under the laws of Japan (“ALFRESA”), having an address of 2-2-9 Kokumachi, Chuo-ku, Osaka 540-8575, Japan. ARS and ALFRESA may be referred to herein individually as a “Party” or collectively as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (hereinafter “Agreement”) is made as of the 26 April 2021 (“Effective Date”), between ARS Pharmaceuticals, Inc. (“Company”) and Brent L. Saunders (“Consultant”). Company and Consultant also are each referred to herein individually as “Party” and collectively as the “Parties.”
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for KATHY SCOTTExecutive Employment Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of February 7, 2022 (the “Effective Date”), by and between Kathleen Scott (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. Confidential LICENSE AGREEMENT between ARS...License Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LICENSE AGREEMENT (this “License Agreement”) effective as of June 18, 2018 (the “Effective Date”), by and between AEGIS THERAPEUTICS, LLC, a California limited liability company (“AEGIS”), and ARS PHARMACEUTICALS, INC., a Delaware corporation (“ARS”) and together with “AEGIS,” the “Parties”).
ARS PHARMACEUTICALS, INC. CONSULTING AGREEMENT EFFECTIVE DATE: September 13, 2018Consulting Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above by and between ARS Pharmaceuticals, Inc., a Delaware corporation (“Client”), and Marlinspike Group, LLC (“Consultant”).
MASTER SERVICES AGREEMENTMaster Services Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
THIS MASTER SERVICES AGREEMENT (hereinafter “Agreement”) is made as of the 01 July 2022 (“Effective Date”), between ARS Pharmaceuticals, Inc. (“Company”) and Pacific-Link Regulatory Consulting, Inc. (“PLC”). Company and PLC also are each referred to herein individually as “Party” and collectively as the “Parties.”
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for ERIC KARASExecutive Employment Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of February 16, 2022 (the “Effective Date”), by and between Eric Karas (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT For Justin ChakmaExecutive Employment Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of June 1st, 2019 (the “Effective Date”), by and between Justin Chakma (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT ATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. ARS PHARMACEUTICALS, INC. and RECORDATI...License and Supply Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
This LICENSE AND SUPPLY AGREEMENT (the Agreement) is made and entered into effective as of the last date of execution by the parties hereto (the Effective Date) by and between:
