aTyr Pharma, Inc. [ ] Shares of Common Stock Underwriting AgreementaTYR PHARMA INC • May 1st, 2015 • Biological products, (no disgnostic substances) • New York
aTyr Pharma, Inc., 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 [ ] shares (the “Underwritten Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and, at the option of the Underwriters, up to an additional [ ] shares (the “Option Shares”) of Common Stock. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
aTyr Pharma, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [], 20__ Debt SecuritiesIndenture • November 9th, 2023 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
aTyr Pharma, Inc. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated as of __________Common Stock Warrant Agreement • November 9th, 2023 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between aTyr Pharma, 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”).
ATYR PHARMA, INC. SALES AGREEMENTSales Agreement • June 13th, 2016 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
aTyr Pharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
aTyr Pharma, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated as of __________Preferred Stock Warrant Agreement • November 9th, 2023 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between aTyr Pharma, 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”).
ContractaTYR PHARMA INC • December 22nd, 2014 • Biological products, (no disgnostic substances) • 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.
ATYR PHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2020 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
aTyr Pharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [●] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
9,375,000 Shares ATYR PHARMA, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • September 16th, 2021 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
aTyr Pharma, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,375,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 9,375,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to 1,406,250 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 (this “Agreement”) are herein collectively called the “Securities.”
AMENDED AND RESTATED] INDEMNIFICATION AGREEMENTIndemnification Agreement • April 27th, 2015 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • Delaware
This [Amended and Restated] Indemnification Agreement (“Agreement”) is made as of [ ] [ ], 201[ ] by and between aTyr Pharma, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 14th, 2020 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of September 11, 2020, by and between ATYR PHARMA, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2020 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2020, by and between ATYR PHARMA, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • April 22nd, 2022 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
aTyr Pharma, Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated as of __________Securities Warrant Agreement • November 9th, 2023 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between aTyr Pharma, 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”).
22,225,000 Shares ATYR PHARMA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2023 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
aTyr Pharma, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 22,225,000 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 several Underwriters an option to purchase up to 3,333,750 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 (this “Agreement”) are herein collectively called the “Securities.”
LEASE by and between BMR-John Hopkins Court LLC, a Delaware limited liability company and aTyr Pharma, Inc., a Delaware corporationLease • December 22nd, 2014 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • California
This letter concerns that certain Lease dated as of December [ ], 2011 (the “Lease”), between BMR-John Hopkins Court LLC (“Landlord”) and aTyr Pharma, Inc. (“Tenant”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Lease.
Capital on Demand™ Sales AgreementTerms Agreement • March 15th, 2022 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
aTyr Pharma, INC., Issuer AND [TRUSTEE], TrusteeaTYR PHARMA INC • March 15th, 2022 • Biological products, (no disgnostic substances) • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
aTyr Pharma, INC. cOMMON STOCK SALES AGREEMENTSales Agreement • May 22nd, 2019 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
ContractaTYR PHARMA INC • March 20th, 2018 • Biological products, (no disgnostic substances) • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2017 • aTYR PHARMA INC • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 27, 2017 by and among aTyr Pharma, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2015 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • California
This Employment Agreement (this “Agreement”) is made by and between aTyr Pharma, Inc., a Delaware corporation (the “Company”), and John D. Mendlein (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 28th, 2017 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
Set forth in the space provided below the state(s), if any, in the United States in which you maintained your residence during the past two years and the dates during which you resided in each state:
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2017 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • California
This Amended and Restated Employment Agreement (“Agreement”) is made as of the 1st day of November, 2017 (the “Effective Date”), between aTyr Pharma, Inc., a Delaware corporation (the “Company”), and Sanjay S. Shukla, M.D., M.S. (the “Executive”).
December 20, 2013 Mr. Frederic Chereau Dear Fred,aTYR PHARMA INC • April 6th, 2015 • Biological products, (no disgnostic substances)
This letter is a formal offer setting forth the principal terms for you to join aTyr Pharma, Inc. (the “Company”), a Delaware corporation, which is located in San Diego, California. This offer is contingent upon satisfactory completion of a background check.
AMENDED AND RESTATED RESEARCH FUNDING AND OPTION AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE a California nonprofit public benefit corporation and aTYR PHARMA, INC. a Delaware corporationResearch Funding and Option Agreement • April 6th, 2015 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • California
This Agreement is entered into this 19th day of January 2015 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation located at 10550 North Torrey Pines Road, La Jolla, California 92037 (“TSRI”), and aTyr Pharma, Inc., a Delaware corporation located at 3545 John Hopkins Court, Suite #250, San Diego, CA 92121 (“Sponsor”), with respect to the facts set forth below.
ContractaTYR PHARMA INC • March 20th, 2018 • Biological products, (no disgnostic substances) • 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 SECTION 5.3 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.
ContractaTYR PHARMA INC • March 16th, 2017 • Biological products, (no disgnostic substances) • 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 SECTION 5.3 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.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Master Services Agreement • November 25th, 2015 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • New York
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is effective as of the Commencement Date (as defined below) and made between:
ContractaTYR PHARMA INC • April 6th, 2015 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE SOLD, OFFERED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
STRATEGIC ADVISOR AGREEMENTStrategic Advisor Agreement • November 14th, 2017 • aTYR PHARMA INC • Biological products, (no disgnostic substances)
SECOND AMENDMENT TO LEASELease • May 11th, 2017 • aTYR PHARMA INC • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 27th day of April, 2017 (the “Second Amendment Execution Date”), by and between BMR-3545-3575 JOHN HOPKINS LP, a Delaware limited partnership (“Landlord,” as successor-in-interest to BMR-John Hopkins Court LLC), and ATYR PHARMA, INC., a Delaware corporation (“Tenant”).
PERSONAL AND CONFIDENTIALConsulting Agreement • March 20th, 2018 • aTYR PHARMA INC • Biological products, (no disgnostic substances) • California
As discussed, this Transition and Separation Agreement (the “Agreement”) confirms your separation from employment with aTyr Pharma, Inc. (the “Company”) effective as of December 31, 2017 (the “Separation Date”).
COLLABORATION and license AGREEMENTCollaboration and License Agreement • February 3rd, 2020 • aTYR PHARMA INC • Biological products, (no disgnostic substances)
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), dated as of January 6, 2020 (the “Effective Date”), is entered into by and between aTyr Pharma, Inc., a Delaware corporation (“aTyr”), and KYORIN Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan (“Kyorin”). aTyr and Kyorin are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
April 28, 2011 Melissa Ashlock, M.D. Dear Melissa:aTYR PHARMA INC • December 22nd, 2014 • Biological products, (no disgnostic substances)
This letter is a formal offer setting forth the principal terms for you to join aTyr Pharma, Inc. (the “Company”), a Delaware corporation, which is located in San Diego, California.
April 28, 2011 Melissa Ashlock, M.D. Dear Melissa:aTYR PHARMA INC • March 30th, 2016 • Biological products, (no disgnostic substances)
This letter is a formal offer setting forth the principal terms for you to join aTyr Pharma, Inc. (the “Company”), a Delaware corporation, which is located in San Diego, California.
