Reata Pharmaceuticals Inc Sample Contracts

Reata Pharmaceuticals Inc – Notice of Grant of Stock Option (Employee) (June 13th, 2019)

The Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares,” as defined below.  The Option Shares will become “Vested Shares” as detailed in the table above; provided, however, that the vesting of the Option Shares shall be subject to the standard methodology for handling fractions of Vested Shares that is applied by the Company’s third-party Option administrator; provided further, however, that, except as otherwise provided in the Stock Option Agreement (the “Agreement”), such Nonvested Shares will become Vested Shares on such dates only if you remain in the employ of or a service provider to the Company or its Subsidiaries continuously from the Date of Grant through the applicable vesting date.

Reata Pharmaceuticals Inc – REATA PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED LONG TERM INCENTIVE PLAN (May 9th, 2019)
Reata Pharmaceuticals Inc – Notice of Grant of Stock Option (Employee) (May 9th, 2019)

The Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares,” as defined below.  The Option Shares will become “Vested Shares” as detailed in the table above; provided, however, that, except as otherwise provided in the Stock Option Agreement (the “Agreement”), such Nonvested Shares will become Vested Shares on such dates only if you remain in the employ of or a service provider to the Company or its Subsidiaries continuously from the Date of Grant through the applicable vesting date.

Reata Pharmaceuticals Inc – STOCK OPTION AGREEMENT (May 9th, 2019)

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between Reata Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and you:

Reata Pharmaceuticals Inc – Notice of Grant of Stock Option (Employee) (February 28th, 2019)

The Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares,” as defined below.  The Option Shares will become “Vested Shares” as detailed in the table above; provided, however, that, except as otherwise provided in the Stock Option Agreement (the “Agreement”), such Nonvested Shares will become Vested Shares on such dates only if you remain in the employ of or a service provider to the Company or its Subsidiaries continuously from the Date of Grant through the applicable vesting date.

Reata Pharmaceuticals Inc – REATA PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (February 28th, 2019)

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Reata Pharmaceuticals, Inc. (“Reata”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Second Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service or service on a committee of the Board (“Committee”). This Policy is effective as of December 11, 2018 (the “Effective Date”) and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Reata Pharmaceuticals Inc – Reata Pharmaceuticals, Inc. 3,000,000 Shares Class A Common Stock ($0.001 par value per share) Underwriting Agreement (July 26th, 2018)
Reata Pharmaceuticals Inc – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (June 14th, 2018)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 14, 2018 (the “Effective Date”) by and 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 REATA PHARMACEUTICALS, INC., a Delaware corporation with offices located at 2801 Gateway Drive, Suite 150, Irving, TX  75063 (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of March 31, 2017 by and am

Reata Pharmaceuticals Inc – REATA PHARMACEUTICALS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (March 2nd, 2018)

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Reata Pharmaceuticals, Inc. (“Reata”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service or service on a committee of the Board (“Committee”). This Policy is effective as of December 7, 2016 (the “Effective Date”) and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Reata Pharmaceuticals Inc – FOURTH SUPPLEMENT TO EXCLUSIVE LICENSE AND SUPPLY AGREEMENT Regarding Milestone payments, Supply price and Products manufacturing (December 7th, 2017)

This Fourth Supplement (herein so called), effective as of December 6, 2017 (the “Supplement Effective Date”), to the Exclusive License and Supply Agreement, effective as of December 24, 2009 (the “Original Agreement”), is by and between Reata Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, USA, with an address at 2801 Gateway Drive, Suite 150, Irving, Texas 75063 (“Reata”), and Kyowa Hakko Kirin Co., Ltd., a company organized and existing under the laws of Japan, with an address at 1-9-2 Ohtemachi, Chiyoda-ku, Tokyo, 100-0004, Japan (“Kyowa Kirin”). Reata and Kyowa Kirin are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties”.

Reata Pharmaceuticals Inc – THIRD SUPPLEMENT TO EXCLUSIVE LICENSE AND SUPPLY AGREEMENT Regarding Phase 3 Clinical Study (Alport Syndrome) in Japan (December 7th, 2017)

This Third Supplement (herein so called), effective as of December 6, 2017 (the “Supplement Effective Date”), to the Exclusive License and Supply Agreement, effective as of December 24, 2009 (the “Original Agreement”), is by and between Reata Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, USA, with an address at 2801 Gateway Drive, Suite 150, Irving, Texas 75063 (“Reata”), and Kyowa Hakko Kirin Co., Ltd., a company organized and existing under the laws of Japan, with an address at 1-9-2 Ohtemachi, Chiyoda-ku, Tokyo, 100-0004, Japan (“Kyowa Kirin”). Reata and Kyowa Kirin are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties”.

Reata Pharmaceuticals Inc – LEASE AMENDMENT NO. 11 (November 13th, 2017)

THIS LEASE AMENDMENT NO. 11 (this “Amendment”) is made and entered into effective as of November 9, 2017 (the “Effective Date”) by and between SDCO GATEWAY COMMERCE I & II, INC., a Delaware corporation (“Landlord”), and REATA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).

Reata Pharmaceuticals Inc – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 7th, 2017)

THIS FIRST AMENDMENT TO Loan and Security Agreement (this “Amendment”) is entered into as of November 3, 2017, by and 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 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) 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, California 95054 (“Bank” or “SVB”), and REATA PHARMACEUTICALS, INC., a Delaware corporation with offices located at 2801 Gateway Drive, Suite 150, Irving, Texas 75063 (“Borrower”).

Reata Pharmaceuticals Inc – 3,250,000 Shares Class A Common Stock ($0.001 par value per share) Underwriting Agreement (July 28th, 2017)
Reata Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between Reata Pharmaceuticals, Inc. and Jason D. Wilson (June 23rd, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 14, 2017, by and between Reata Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Jason D. Wilson (the “Executive”).

Reata Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between Reata Pharmaceuticals, Inc. and Michael D. Wortley (June 23rd, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 14, 2017, by and between Reata Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Michael D. Wortley (the “Executive”).

Reata Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between Reata Pharmaceuticals, Inc. and Keith W. Ward, Ph.D. (June 23rd, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as June 14, 2017, by and between Reata Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Keith W. Ward, Ph.D. (the “Executive”).

Reata Pharmaceuticals Inc – SECOND SUPPLEMENT TO EXCLUSIVE LICENSE AND SUPPLY AGREEMENT (June 23rd, 2017)

This Second Supplement (herein so called), effective as of March 21, 2017 (the “Supplement Effective Date”), to the Exclusive License and Supply Agreement, effective as of December 24, 2009 (the “Original Agreement), is by and between Reata Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, USA, with an address at 2801 Gateway Drive, Suite 150, Irving, Texas 75063 (“Reata”), and Kyowa Hakko Kirin Co., Ltd., a company organized and existing under the laws of Japan, with an address at 1-9-2 Ohtemachi, Chiyoda-ku, Tokyo, 100-0004, Japan (“Kyowa Kirin”). Reata and Kyowa Kirin are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties”.

Reata Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between Reata Pharmaceuticals, Inc. and Colin J. Meyer, MD (June 23rd, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 14, 2017, by and between Reata Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Colin J. Meyer, MD (the “Executive”).

Reata Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between Reata Pharmaceuticals, Inc. and (June 23rd, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 14, 2017, by and between Reata Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and J. Warren Huff (the “Executive”).

Reata Pharmaceuticals Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between Reata Pharmaceuticals, Inc. and Dawn Carter Bir (June 23rd, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 14, 2017, by and between Reata Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Dawn Carter Bir (the “Executive”).

Reata Pharmaceuticals Inc – IRVING, Texas—April 3, 2017—Reata Pharmaceuticals, Inc. (Nasdaq:RETA) (“Reata” or “the Company”), a clinical-stage biopharmaceutical company, today announced that it entered into a $35 million loan and security agreement with Oxford Finance LLC and Silicon Valley Bank. Proceeds from the loan will be utilized primarily to support Reata’s multiple Phase 2 and 3 clinical trial programs for bardoxolone methyl and omavaloxolone. (April 3rd, 2017)

The loan proceeds are available to Reata in two tranches. The first $20 million tranche was funded on Friday, March 31st. The additional $15 million tranche will be available to Reata from July 1, 2017 to March 31, 2018, and after Reata enrolls the first patient in either (a) the Phase 3 portion of the ongoing Phase 2/3 clinical trial of bardoxolone methyl in chronic kidney disease caused by Alport syndrome or (b) Part 2 of the ongoing two-part clinical trial, or a separate Phase 3 clinical trial, of omavaloxolone in Friedreich’s ataxia. The loan agreement provides for interest only payments during the first 18 months of the facility, or the first 24 months of the facility if the $15 million tranche is funded. The loan bears interest at a floating rate equal to the sum of 7.4% plus the greater of 0.75% or the 30-day U.S. Dollar LIBOR rate but will not be set above 10.15%. The loan is also subject to a 2.95% final payment when principal is paid in full. The loan is due on March 1, 2022,

Reata Pharmaceuticals Inc – LOAN AND SECURITY AGREEMENT (April 3rd, 2017)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 31, 2017 (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 REATA PHARMACEUTICALS, INC., a Delaware corporation with offices located at 2801 Gateway Drive, Suite 150, Irving, TX  75063 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.  The parties agree as follows:

Reata Pharmaceuticals Inc – REATA PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (March 3rd, 2017)

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Reata Pharmaceuticals, Inc. (“Reata”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service or service on a committee of the Board (“Committee”). This Policy is effective as of December 7, 2016 (the “Effective Date”) and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Reata Pharmaceuticals Inc – INDEMNIFICATION AGREEMENT (March 2nd, 2017)

This Agreement (“Agreement”) is made and entered into as of the 1st day of March, 2017, by and between Reata Pharmaceuticals, a Delaware corporation (the “Company”), and William D. McClellan, Jr. (“Indemnitee”).

Reata Pharmaceuticals Inc – SECOND AMENDED AND RESTATED BYLAWS OF REATA PHARMACEUTICALS, INC. Effective as of December 7, 2016 Preamble (December 7th, 2016)

These bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) and the certificate of incorporation (as the same may be amended from time to time, the “Certificate of Incorporation”) of Reata Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”). In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Delaware General Corporation Law or the provisions of the Certificate of Incorporation, such conflicting provisions of the Delaware General Corporation Law or the Certificate of Incorporation, as the case may be, will be controlling.

Reata Pharmaceuticals Inc – EMPLOYMENT AGREEMENT by and between Reata Pharmaceuticals, Inc. and Dawn Carter Bir (November 14th, 2016)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the sixth (6th) day of September 2016, by and between Reata Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Dawn Carter Bir (the “Executive”).

Reata Pharmaceuticals Inc – EMPLOYMENT AGREEMENT by and between Reata Pharmaceuticals, Inc. and Jason D. Wilson (November 14th, 2016)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 23rd day September of 2015, by and between Reata Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Jason D. Wilson (the “Executive”).

Reata Pharmaceuticals Inc – REATA PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT (November 14th, 2016)

This Agreement (“Agreement”) is made and entered into as of the 6th day of September, 2016, by and between Reata Pharmaceuticals, a Delaware corporation (the “Company”), and Dawn Carter Bir (“Indemnitee”).

Reata Pharmaceuticals Inc – EMPLOYMENT AGREEMENT by and between Reata Pharmaceuticals, Inc. and Michael D. Wortley (November 14th, 2016)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 23rd day September of 2015, by and between Reata Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Michael D. Wortley (the “Executive”).

Reata Pharmaceuticals Inc – Reata Pharmaceuticals, Inc. 5,500,000 Shares Class A Common Stock ($0.001 par value per share) Underwriting Agreement (May 26th, 2016)
Reata Pharmaceuticals Inc – REATA PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT (May 20th, 2016)

This Agreement (“Agreement”) is made and entered into as of the 23rd day of September, 2015, by and between Reata Pharmaceuticals, a Delaware corporation (the “Company”), and J. Warren Huff (“Indemnitee”).

Reata Pharmaceuticals Inc – THIRTEENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Reata Pharmaceuticals, Inc. (a Delaware corporation) (Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware) (May 16th, 2016)

Reata Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:

Reata Pharmaceuticals Inc – POWER OF ATTORNEY (May 5th, 2016)

KNOW ALL BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints J. Warren Huff, and Jason D. Wilson, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as ful

Reata Pharmaceuticals Inc – REATA PHARMACEUTICALS, INC. AMENDED AND RESTATED 2007 LONG TERM INCENTIVE PLAN (March 22nd, 2016)