TRACON PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF , 20Warrant Agreement • February 1st, 2016 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
P REFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between TRACON Pharmaceuticals, 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”).
3,926,702 Shares of Common Stock (par value $0.001 per share) AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2021 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned understands that H.C. Wainwright & Co., LLC (“H.C. Wainwright”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several underwriters (the “Underwriters”), for whom H.C. Wainwright is acting as the representative of the Underwriters (the “Representative”), of shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2023 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 2023, by and between TRACON PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
TRACON PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF , 20 TRACON PHARMACEUTICALS, INC. FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • March 16th, 2022 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between TRACON Pharmaceuticals, 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”).
TRACON PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF , 20 TRACON PHARMACEUTICALS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • March 16th, 2022 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between TRACON Pharmaceuticals, 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”).
ContractTracon Pharmaceuticals, Inc. • December 29th, 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.
PURCHASE AGREEMENTPurchase Agreement • May 10th, 2023 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of May 8, 2023, by and between TRACON PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
INDEMNITY AGREEMENTIndemnity Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ____________________, is made by and between TRACON PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ____________________________ (“Indemnitee”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 21st, 2019 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 18, 2019, by and between TRACON PHARMACEUTICALS, 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 • October 21st, 2019 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2019, by and between TRACON PHARMACEUTICALS, 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”).
Capital on Demand™ Sales AgreementTerms Agreement • December 9th, 2020 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2015 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 13, 2015 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and TRACON PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
THE AVENTINE OFFICE LEASEOffice Lease • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This Office Lease (the “Lease”), dated for reference purposes only as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between GLENBOROUGH AVENTINE, LLC, a Delaware limited liability company (“Landlord”), and TRACON PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
ContractTracon Pharmaceuticals, Inc. • May 10th, 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2023 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”), dated as of March 9, 2023, is made by and among TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 6th, 2022 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 2, 2022 (the “Closing Date”) is entered into among TRACON PHARMACEUTICALS, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), and RUNWAY GROWTH FINANCE CORP., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
TRACON PHARMACEUTICALS, INC. SEVERANCE PLAN AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • March 8th, 2023 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Severance Agreement (the "Agreement") is entered into by and between Bonne Adams ("you" or "your") and TRACON Pharmaceuticals, Inc. (the "Company") pursuant to the TRACON Pharmaceuticals, Inc. Severance Plan ("Plan"). Capitalized terms used herein but not otherwise defined have the meanings set forth in the Plan.
TRACON PHARMACEUTICALS, INC. AMENDED AND RESTATED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKTracon Pharmaceuticals, Inc. • June 21st, 2022 • Biological products, (no disgnostic substances) • New York
THIS CERTIFIES THAT, for value received, [______] or its permitted assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to [______] shares of the Common Stock of the Company (the “Common Stock”), subject to adjustment as provided herein. This Warrant is one of a series of Warrants being issued pursuant to the terms of the Securities Purchase Agreement, dated August 28, 2020, by and among the Company and the original Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). This Warrant amends and restates, in its entirety, that certain Pre-Funded Warrant to Purchase Common Stock issued to Holder dated August 31, 2020 (the “Existing Warrant”), however, this Warrant shall not be deemed to have been issued in payment, satisfaction, cancellation or novation of the Existing Warrant. Capitalized terms not otherwise defined herein shall
UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2015 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”) confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo and Stifel are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of a total of [·] shares (the “Initial Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all
SEVERANCE AGREEMENT AS AMENDEDSeverance Agreement • February 19th, 2016 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This Severance Agreement (the “Agreement”) is entered into by and between Patricia Bitar (“you” or “your”) and the Company. This Agreement, as amended, has an effective date of February 15, 2016 (the “Effective Date”). The Board has authorized the Company to enter into this Agreement in order for you to become a Covered Employee (as defined in the Plan) and participant in the Plan as provided by the Plan. This Agreement is the Severance Agreement described in the Plan and this Agreement enumerates the Plan benefits that may be provided to you as a Covered Employee as referenced in Section II of the Plan. All provisions of this Agreement are subject to and governed by the terms of the Plan. In the event of any conflict in terms between the Plan and this Agreement, the terms of the Plan shall prevail and govern.
EMPLOYMENT AGREEMENT For MARK WIGGINSEmployment Agreement • February 25th, 2021 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”) is made and entered into effective as of January 27, 2021 (the “Effective Date”), by and between TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mark Wiggins (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. From and following the Effective Date, this Agreement shall replace and supersede that certain Amended and Restated Employment Agreement between Executive and Company entered into as of May 28, 2018 (the “Prior Agreement”). Certain capitalized terms used in this Agreement are defined in Section 11.
ContractTracon Pharmaceuticals, Inc. • January 31st, 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 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.
LICENSE AGREEMENTLicense Agreement • January 20th, 2015 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
· Supply terms on this Exhibit D only pertain to supply of TRC105 drug substance (“Drug Substance”) for […***…], and do not apply to supply of […***…], or for supply of Drug Substance for […***…]. Santen will be responsible for finding a […***…] manufacturer (but Tracon can assist in this process)
LICENCE AGREEMENT between LONZA SALES AG and TRACON PHARMACEUTICALS INCLicence Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • England and Wales
LONZA SALES AG incorporated and registered in Switzerland whose registered office is at Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland (hereinafter referred to as “Lonza”), and
TRACON Pharmaceuticals, Inc. 2,625,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2016 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
LICENSE AGREEMENT Case Western Reserve University — Tracon Pharmaceuticals Inc.Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Ohio
This Agreement (hereinafter “this Agreement”) entered into as of this 2nd day of August, 2006 (“Effective Date”) by and between Case Western Reserve University, an Ohio non-profit corporation, having a principal place of business at 10900 Euclid Avenue, Cleveland, Ohio 44106 (“CASE”) and Tracon Pharmaceuticals, Inc., a Delaware for-profit corporation, having a principal place of business at 4510 Executive Drive, Suite 330, San Diego, California 92121 (“Licensee”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Exclusive License Agreement (“Agreement”), effective as of November 1, 2005 (“Effective Date”), is entered into by and between Health Research, Inc., a New York corporation, with a principal place of business at Elm & Carlton Streets, Buffalo, New York 14263 (“HRI”) and ROSWELL PARK CANCER INSTITUTE (“Roswell”), with a place of business at Carlton and Elm Streets, Buffalo, New York 14263 (HRI and Roswell are collectively referred to as “Licensor”) and TRaCON Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware with offices at 787 Seventh Avenue, 48th Floor, New York, NY 10036 (“Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2020 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”), dated as of December 28, 2020, is made by and among TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”). The capitalized terms used herein and not otherwise defined have the meanings given them in Article 6.
ContractTracon Pharmaceuticals, Inc. • May 14th, 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 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.
AMENDMENT NO. 1 TO Capital on Demand™ SALES AGREEMENTSales Agreement • November 5th, 2019 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
TRACON Pharmaceuticals, Inc. (the “Company”), and JonesTrading Institutional Services LLC (“JonesTrading”), are parties to that certain Capital on DemandTM Sales Agreement dated September 6, 2018 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows (to be effective as set forth in paragraph 6 below):
LICeNSE AND OPTION AGREEMENT BY AND BETWEENLicense and Option Agreement • February 16th, 2017 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of the Effective Date (as defined below) by and between TRACON Pharmaceuticals, Inc., a Delaware corporation (“TRACON”) and Janssen Pharmaceutica N.V. (“Janssen”). Each of TRACON and Janssen is sometimes referred to herein individually as a “Party” and collectively as the “Parties.” In the event a Party assigned the License and Option Agreement (as defined below) in its entirety prior to the Effective Date (as defined below) pursuant to Section 13.6 of the License and Option Agreement, or a lawful successor of a Party became bound by the License and Option Agreement prior to the Effective Date, the references to such Party in this Agreement shall be deemed to refer to such permitted assignee or lawful successor.
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
This employment agreement (the “Agreement”) is entered into by and between H Casey Logan (“you” or “your”) and Tracon Pharmaceuticals, Inc., a Delaware corporation, (the “Company”). This Agreement has an effective date of [February 18, 2013] (the “Effective Date”).
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCHResearch and Development Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Agreement (this “Agreement”), dated as of May 7, 2014 by and between TRACON PHARMACEUTICALS, INC., a Delaware corporation with principal executive offices at 8910 University Center Drive, Suite 700, San Diego, California (the “Company”) and CHARLES P. THEUER whose mailing address is P.O. Box 90729, San Diego, California 92169 (the “Executive”).
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR NCI DIVISION OF CANCER TREATMENT AND DIAGNOSIS (DCTD) EXTRAMURAL PHS CLINICAL RESEARCHAgreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted on December 8, 2010 by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
