OCERA THERAPEUTICS, INC. $25,000,000 SALES AGREEMENTSales Agreement • August 10th, 2015 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • New York
Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 4th, 2015 • Ocera 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 July 30, 2015 (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 OCERA THERAPEUTICS, INC., a Delaware corporation (“Ocera Therapeutics”) with offices located at 525 University Avenue, Palo Alto, CA 94301, and OCERA SUBSIDIARY, INC., a Delaware corporation (“Ocera Subsidiary”) with offices located at 525 University Avenue, Palo Alto, CA 94301 (
4,200,000 Shares OCERA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2014 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • New York
Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 4,200,000 shares (the “Firm Shares”) of the common stock, par value $0.00001 per share, of the Company (the “Common Stock”). The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 630,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
Tranzyme, Inc. [ ]Shares Common Stock ($0.00001 par value) Underwriting AgreementUnderwriting Agreement • March 8th, 2011 • Tranzyme Inc • Pharmaceutical preparations • New York
Citigroup Global Markets Inc. BMO Capital Markets Corp. Canaccord Genuity Inc. Stifel, Nicolaus & Company, Incorporated As Representatives of the several Underwriters,
TRANZYME, INC. 2,597,402 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2012 • Tranzyme Inc • Pharmaceutical preparations • New York
ContractOcera Therapeutics, Inc. • August 4th, 2015 • Pharmaceutical preparations • New York
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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED AGREEMENT OF EMPLOYMENTAgreement of Employment • May 3rd, 2016 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED AGREEMENT OF EMPLOYMENT (the “Agreement”) is made as of the 8th day of April, 2016 (the “Effective Date”), by and between Gaurav Aggarwal, M.D. (hereinafter referred to as “Executive”), and Ocera Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Company”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 10th, 2011 • Tranzyme Inc • Pharmaceutical preparations • North Carolina
THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”), is effective as of November 2, 2011 (the “Effective Date”) by and between TRANZYME, INC., a Delaware corporation (the “Company”), and FRANCK S. ROUSSEAU (the “Executive”), an individual residing in Durham, North Carolina.
AGREEMENT AND PLAN OF MERGER by and among MAK LLC, MEH ACQUISITION CO., OCERA THERAPEUTICS, INC. and, solely for purposes of Section 8.16, MALLINCKRODT PLC Dated as of November 1, 2017Agreement and Plan of Merger • November 2nd, 2017 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 1, 2017, among MAK LLC, a Delaware limited liability company (“Parent”), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 8.16, Mallinckrodt plc, an Irish public limited company (“Guarantor”).
OCERA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2013 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___________ ____, 2013 by and between Ocera Therapeutics, Inc. (f/k/a Tranzyme, Inc.), a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
QuickLinks -- Click here to rapidly navigate through this documentTranzyme Inc • November 19th, 2010 • Delaware
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
QuickLinks -- Click here to rapidly navigate through this documentTranzyme Inc • November 19th, 2010 • Delaware
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
TECHNOLOGY TRANSFER AND LICENSE AGREEMENT BY AND BETWEEN GENENTECH, INC., F. HOFFMANN-LA ROCHE LTD AND OCERA THERAPEUTICS, INC.Technology Transfer and License Agreement • May 30th, 2014 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (“Agreement”) is made and entered into, effective as of December 13, 2013 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 1 DNA Way, South San Francisco, California 94080 (“GNE”); F. Hoffmann-La Roche, Ltd, having a principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”) (GNE and Roche, individually and collectively, referred to as “Licensee”); and Ocera Therapeutics, Inc., a Delaware corporation, having a principal place of business at 525 University Avenue, Suite 610, Palo Alto, California 94301 (“Ocera”). Licensee and Ocera are each referred to, individually, as a “Party” and, collectively, as the “Parties.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 2nd, 2017 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Tender and Support Agreement (this “Agreement”) is made and entered into as of November 1, 2017, by and among MAK LLC, a Delaware limited liability company (“Parent”), MEH Acquisition Co., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Purchaser”) and the stockholders of Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”, and together with Parent and Purchaser, the “parties”).
ContractOcera Therapeutics, Inc. • August 4th, 2015 • Pharmaceutical preparations • New York
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.
OCERA THERAPEUTICS, INC. COMMON STOCK PURCHASE WARRANTOcera Therapeutics, Inc. • August 14th, 2013 • Pharmaceutical preparations • California
This Common Stock Purchase Warrant (the “Warrant”) is issued as of October 1, 2012, by Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), to ________________, or its assigns (the “Holder”). This Warrant is one of a series of Warrants being issued in connection with the sale of Convertible Promissory Notes (the “Notes”) being sold pursuant to the terms of that certain Note and Warrant Purchase Agreement dated as of March 30, 2012 among the Company, the Holder and the other Lenders listed on Exhibit I thereto, as amended by that certain Amendment to Note and Warrant Purchase Agreement and Approval of Subsequent Closing, dated as of October 1, 2012 (collectively, the “Purchase Agreement”). Any capitalized terms used, but not defined, herein shall have the meaning therefor set forth in the Notes.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2013 • Ocera Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 5, 2013, by and among Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
Ocera Therapeutics, Inc.Ocera Therapeutics, Inc. • August 14th, 2013 • Pharmaceutical preparations
The purpose of this letter agreement is to set forth the principal terms of the agreement that we have reached with respect to you serving as the Chief Executive Officer of Ocera Therapeutics, Inc., a Delaware corporation (the "Company") on an interim basis. That agreement is as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: TRANZYME, INC., a Delaware corporation; TERRAPIN ACQUISITION, INC., a Delaware corporation; and OCERA THERAPEUTICS, INC., a Delaware corporationAgreement and Plan of Merger and Reorganization • April 29th, 2013 • Tranzyme Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 23, 2013, by and among TRANZYME, INC., a Delaware corporation (“Tranzyme”); TERRAPIN ACQUISITION, INC., a Delaware corporation (“Merger Sub”), and OCERA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF EMPLOYMENTAgreement of Employment • March 31st, 2017 • Ocera Therapeutics, Inc. • Pharmaceutical preparations
This Amendment (“Amendment”) is entered into effective March 29, 2017 , by and between Michael Byrnes (hereinafter referred to as “Executive”), and Ocera Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Company”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • August 10th, 2015 • Ocera Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment to Lease Agreement (“Second Amendment”) is entered into on June 5, 2015 (“Effective Date”) by and between James Campbell Company LLC, a Delaware limited liability company (“Landlord”) and Ocera Therapeutics, Inc., a Delaware corporation f/k/a Tranzyme, Inc. (“Tenant”).
LICENSE AGREEMENTLicense Agreement • November 19th, 2010 • Tranzyme Inc • New York
This LICENSE AGREEMENT (the “Agreement”) is entered into on June 11, 2010 (the “Effective Date”) between TRANZYME, INC., a Delaware corporation, with its principal place of business at 4819 Emperor Blvd, Suite 400, Durham, NC 27703 (“Tranzyme”), and NORGINE B.V., a limited liability company under the laws of the Netherlands, with its principal offices at Hogehilweg 7, 1101 CA Amsterdam ZO, The Netherlands (“Norgine”). Tranzyme and Norgine are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 13th, 2014 • Ocera Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to Lease Agreement ("First Amendment") is entered into on August 20, 2014 ("Effective Date") by and between James Campbell Company LLC, a Delaware limited liability company ("Landlord") and Ocera Therapeutics, Inc., a Delaware corporation f/k/a Tranzyme, Inc. ("Tenant").
August 5, 2014 Rajiv Patni, MD Dear Rajiv, Ocera Therapeutics, Inc. (the “Company”) is pleased to offer you employment on the following terms:Information and Inventions Agreement • August 11th, 2014 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • California
CLINICAL MANUFACTURE AND SUPPLY AGREEMENTClinical Manufacture and Supply Agreement • September 27th, 2013 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS CLINICAL MANUFACTURE AND SUPPLY AGREEMENT (the “Agreement”) is entered into as of December 22, 2005 (the “CSA Effective Date”), by and between OCERA THERAPEUTICS, INC. (“Ocera”), a Delaware corporation, having an address of 11622 El Camino Real, Suite 100, San Diego, CA 92130, United States of America, and KUREHA CORPORATION, a Japanese corporation (“Kureha”), having an address of 3-3-2, Nihonbashi Hama-cho, Chuo-ku, Tokyo 103-8552, Japan.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 29th, 2013 • Tranzyme Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 23, 2013 by and among Tranzyme, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers attached as Schedule 1 hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • August 13th, 2014 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of June 2, 2014 (the “Effective Date”), by and between Ocera, a Delaware corporation, with its principal place of business being 525 University Avenue, Suite 610, Palo Alto, CA 94301 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
RESTATED LICENSE AGREEMENTLicense Agreement • September 27th, 2013 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS RESTATED LICENSE AGREEMENT (the “Agreement”) is entered into as of March 6th, 2008 (the “Effective Date”) by and between KUREHA CORPORATION, a Japanese corporation (“Kureha”), having an address of 3-3-2, Nihonbashi-Hamacho, Chuo-ku, Tokyo 103-8552, Japan, and OCERA THERAPEUTICS, INC., a Delaware corporation (“Ocera”), having an address of 12651 High Bluff Drive, Suite 230, San Diego, CA 92130, United States of America.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2013 • Tranzyme Inc • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and each Investor (the “Purchase Agreement”) and shall be effective as of the Closing (as defined in the Purchase Agreement).
AMENDED AND RESTATED AGREEMENT OF EMPLOYMENTAgreement of Employment • March 8th, 2011 • Tranzyme Inc • Pharmaceutical preparations • North Carolina
THIS AMENDED AND RESTATED AGREEMENT OF EMPLOYMENT (the “Agreement”) is made as of the 20th day of February, 2007 (the “Effective Date”), by and between Vipin K. Garg (hereinafter referred to as the “Employee”), and Tranzyme, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Company”).
AMENDED AND RESTATED AGREEMENT OF EMPLOYMENTAgreement of Employment • May 3rd, 2016 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED AGREEMENT OF EMPLOYMENT (the “Agreement”) is made as of the 8th day of April, 2016 (the “Effective Date”), by and between Linda S. Grais, M.D. (hereinafter referred to as “Executive”), and Ocera Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Company”).
AGREEMENTAgreement • September 27th, 2013 • Ocera Therapeutics, Inc. • Pharmaceutical preparations
This Agreement (hereinafter called “Agreement”) is made this April 5th, 2012 by and between Kureha Corporation, a Japanese corporation (hereinafter called “Kureha”), with its principal offices at 3-3-2, Nihonbashi-Hamacho, Chuo-ku, Tokyo 103-8552, Japan and Ocera Therapeutics, Inc., a Delaware corporation (hereinafter called “Ocera”), with its principal offices at 12651 High Bluff Drive, Suite 230, San Diego, CA 92130, the United States of America.
STRATEGIC COLLABORATION AGREEMENT by and between TRANZYME, INC. and BRISTOL- MYERS SQUIBB COMPANY December 4, 2009Strategic Collaboration Agreement • November 19th, 2010 • Tranzyme Inc • New York
This Strategic Collaboration Agreement (this "Agreement"), dated as of December 4, 2009 (the "Effective Date"), is made by and between Tranzyme, Inc., a Delaware corporation with a place of business at 4819 Emperor Boulevard, Suite 400, Durham, North Carolina 27703 ("Tranzyme"), and Bristol-Myers Squibb Company, a Delaware corporation with a place of business at Route 206 & Province Line Road, Princeton, NJ 08543-4000 USA (together with its Affiliates, "BMS"). Each of Tranzyme and BMS may be referred to herein as a "Party" or together as the "Parties."
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2010 • Tranzyme Inc • Delaware
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the 12th day of May, 2005, by and among Tranzyme, Inc., a Delaware corporation (the "Company"), and each of the current investors listed on Schedule A hereto (each such Investor being referred to in this Agreement as an "Investor").
September 3, 2013 Ms. Jeri Hilleman Palo Alto, CA 94301 Re: Employment Terms Dear Jeri:Letter Agreement • September 5th, 2013 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) provides the terms of your employment by Ocera Therapeutics, Inc. (the “Company”) and is made and entered into as of the last day either party executes the Agreement (the “Effective Date”). You and the Company hereby agree as follows:
