1,854,749 Shares EIGER BIOPHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2017 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
CELLADON CORPORATION [ l ] Shares of Common Stock (par value $0.001 per share) Underwriting AgreementCelladon Corp • August 7th, 2014 • Biological products, (no disgnostic substances) • New York
Celladon Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of [ l ] shares of 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 [ l ] shares of 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 common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:
EIGER BIOPHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee FORM OF INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • December 8th, 2017 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [•], 20 , among EIGER BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
EIGER BIOPHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 18th, 2020 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between EIGER BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Eiger BioPharmaceuticals, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • June 17th, 2016 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Eiger BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
EIGER BIOPHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • December 8th, 2017 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between EIGER BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
EIGER BIOPHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 18th, 2020 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between EIGER BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTSMEiger BioPharmaceuticals, Inc. • March 25th, 2022 • Biological products, (no disgnostic substances) • New York
EIGER BIOPHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • December 8th, 2017 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between EIGER BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • November 8th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between CELLADON CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
3,200,000 Shares Eiger BioPharmaceuticals, Inc. Common Stock, $0.001 par value per share PURCHASE AGREEMENTPurchase Agreement • May 25th, 2018 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Eiger BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,200,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriters an option to purchase up to 480,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
August 31, 2013 Ryan K. TakeyaRelease Agreement • January 28th, 2014 • Celladon Corp • Biological products, (no disgnostic substances)
On behalf of Celladon Corporation (the “Company”), I am pleased to offer you continued employment at the Company on the terms set forth in this letter agreement (the “Agreement”). Subject to your acceptance by signing below, this Agreement will become effective upon the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock, pursuant to which such common stock is priced for the initial public offering (the “Effective Date”). As of the Effective Date, this Agreement replaces and supersedes in its entirety the letter agreement between you and the Company dated January 30, 2012 (the “Prior Agreement”), as provided in Section 12 below.
STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership AS LANDLORD, AND CELLADON CORPORATION, a California corporation AS TENANT SUITE 240 HIGHLANDS CORPORATE CENTER 12760 High Bluff Drive San Diego,...Standard Office Lease • October 11th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • California
This Standard Office Lease (“Lease”) is made and entered into as of this 6th day of March, 2012, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and CELLADON CORPORATION, a California corporation (“Tenant”).
4,200,798 Shares Eiger BioPharmaceuticals, Inc. Common Stock, $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2018 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Eiger BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BTIG, LLC (the “Underwriter”) an aggregate of 4,200,798 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 630,120 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
August 31, 2013Celladon Corp • January 28th, 2014 • Biological products, (no disgnostic substances)
On behalf of Celladon Corporation (the “Company”), I am pleased to offer you continued employment at the Company on the terms set forth in this letter agreement (the “Agreement”). Subject to your acceptance by signing below, this Agreement will become effective upon the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock, pursuant to which such common stock is priced for the initial public offering (the “Effective Date”). As of the Effective Date, this Agreement replaces and supersedes in its entirety the letter agreement between you and the Company dated March 29, 2012 (the “Prior Agreement”), as provided in Section 12 below.
ContractOffer Letter Agreement • November 7th, 2019 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances)
MERGER INCENTIVE BONUS AGREEMENTMerger Incentive Bonus Agreement • December 14th, 2015 • Celladon Corp • Biological products, (no disgnostic substances) • California
This Merger Incentive Bonus Agreement (the “Agreement”) is made effective as of November 18, 2015 (the “Effective Date”) between Celladon Corporation (the “Company”), and Andrew Jackson (the “Employee”).
ContractEiger BioPharmaceuticals, Inc. • November 9th, 2023 • Biological products, (no disgnostic substances)
October 1, 2015 Eiger BioPharmaceuticals, Inc.Employment Agreement • December 14th, 2015 • Celladon Corp • Biological products, (no disgnostic substances)
Celladon Corporation 11988 El Camino Real Suite 650 San Diego California 92130-3579 Tel. 1.858.366.4081 Fax 1.858.964.0974Employment Letter Agreement • November 9th, 2015 • Celladon Corp • Biological products, (no disgnostic substances)
DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENTDevelopment, Manufacturing and Supply Agreement • May 15th, 2015 • Celladon Corp • Biological products, (no disgnostic substances) • New Jersey
THIS DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENT (“Agreement”) is made and entered into as of March 20, 2015 (the “Effective Date”), by and between CELLADON CORPORATION, a Delaware corporation with offices at 11988 El Camino Real, Suite 650, San Diego, CA 92130-3579, USA (“Celladon”), and NOVASEP, INC., a New Jersey corporation having offices at 23 Creek Circle, Boothwyn, PA 19061, USA (“Novasep”).
LICENSE AGREEMENT between EIGER BIOPHARMACEUTICALS, INC. and BRISTOL-MYERS SQUIBB COMPANYLicense Agreement • August 2nd, 2016 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances)
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
LICENSE AGREEMENTLicense Agreement • February 8th, 2016 • Celladon Corp • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (the “Agreement”) is entered into on May 1st, 2015 (the “Effective Date”) between NIPPON KAYAKU CO., LTD., a Japanese corporation with its principal place of business at 1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-0005, Japan (“KAYAKU”), and EICCOSE PHARMACEUTICALS, LLC, a Delaware corporation with its principal place of business at 1115 Lafayette St., Santa Clara, CA 95050, USA (“EICCOSE”). KAYAKU and EICCOSE are sometimes referred to herein individually as the “Party”and collectively as the “Parties.”
BONUS AGREEMENTBonus Agreement • November 19th, 2015 • Celladon Corp • Biological products, (no disgnostic substances) • California
This Bonus Agreement (the “Agreement”) is made as of November 18, 2015 (the “Effective Date”) between Celladon Corporation (the “Company”), and Andrew Jackson (the “Employee”).
4,500,000 Shares Eiger BioPharmaceuticals, Inc. Common Stock, $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2019 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Eiger BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,500,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriters an option to purchase up to 675,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
SUPPORT AGREEMENTSupport Agreement • November 19th, 2015 • Celladon Corp • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of November 18, 2015, is by and among Eiger Biopharmaceuticals, Inc. (“Eiger”), and the individual set forth on Schedule A hereto (the “Stockholder”).
SEPARATION AGREEMENTSeparation Agreement • March 14th, 2019 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Eiger BioPharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 14th, 2019 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 24, 2017, by and between 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 of the Loan Agreement (as defined below) or otherwise party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and EIGER BIOPHARMACEUTICALS, INC., a Delaware corporation (“Parent”), EB Pharma, LLC, a Delaware limited liability company (“EB Pharma”) and EBPI Merger, Inc. (“EBPI”), each with offices located at 350 Cambridge Ave. Suite 350, Palo Alto, CA 94306 (Parent, EB Pharma and EBPI, individually and collectively, jointly and severally, “Borrower”).
Celladon Corporation 11988 El Camino Real Suite 650 San Diego California 92130-3579 Tel. 1.858.366.4081 Fax 1.858.964.0974Employment Letter Agreement • August 11th, 2015 • Celladon Corp • Biological products, (no disgnostic substances)
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2014 • Celladon Corp • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of July 31, 2014 and is entered into by and between Celladon Corporation, a Delaware corporation (hereinafter 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 TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).
EXCLUSIVE AGREEMENTExclusive Agreement • December 14th, 2015 • Celladon Corp • Biological products, (no disgnostic substances) • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Eiccose, LLC (“Eiccose”), a Delaware limited liability company having a principal place of business at 1115 Lafayette Street, Santa Clara, CA 95050, is effective on the 27th day of October 2015 (“Effective Date”).
SUBLICENSE AGREEMENTSublicense Agreement • September 6th, 2013 • Celladon Corp • Biological products, (no disgnostic substances) • California
THIS SUBLICENSE AGREEMENT (the “Agreement”), effective as of June 27, 2012 (the “Effective Date”), is entered into by and between CELLADON CORPORATION, a Delaware corporation (“Celladon”), with its principal place of business at 12760 High Bluff Drive, Suite 240, San Diego, CA 92130-2019, and AMPLIPHI BIOSCIENCES CORPORATION, a Washington corporation (“AmpliPhi”), with its principal place of business at 1100 Olive Way, Suite 100, Seattle, WA 98101.
AMENDMENT TO EMPLOYMENT LETTER AGREEMENTEmployment Letter Agreement • August 11th, 2015 • Celladon Corp • Biological products, (no disgnostic substances)
THIS AMENDMENT (the “Amendment”) to the Employment Letter Agreement between CELLADON CORPORATION, a Delaware Corporation (the “Company”) and PAUL CLEVELAND, an individual (the “Employee”) dated May 28, 2014, (the “Agreement”), is made effective as of the 29th day of May, 2015.
May 28, 2014 Paul ClevelandRelease Agreement • July 30th, 2014 • Celladon Corp • Biological products, (no disgnostic substances) • California
On behalf of Celladon Corporation (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this letter agreement (the “Agreement”).
Offer Letter, dated as of December 12, 2017, by and between Eiger BioPharmaceuticals, Inc. and David Apelian, M.D., Ph.D.Offer Letter • March 9th, 2018 • Eiger BioPharmaceuticals, Inc. • Biological products, (no disgnostic substances)
