INDEMNIFICATION AGREEMENTIndemnification Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [Date] between Relypsa, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
3,900,000 Shares RELYPSA, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2015 • Relypsa Inc • Pharmaceutical preparations • New York
RELYPSA, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementRelypsa Inc • November 4th, 2015 • Pharmaceutical preparations • New York
Relypsa, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 2nd, 2014 • Relypsa Inc • Pharmaceutical preparations
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 May 30, 2014 (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, California 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and RELYPSA, INC., a Delaware corporation with offices located at 700 Saginaw Drive, Redwood City, California 94063 (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of January 31, 2013, originally by and a
ContractRelypsa Inc • September 27th, 2013 • Pharmaceutical preparations • 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 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.
RELYPSA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [•] by and between Relypsa, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
ContractRelypsa Inc • June 2nd, 2014 • Pharmaceutical preparations • 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 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.
SUMMARY OF BASIC LEASE INFORMATIONLease • July 1st, 2014 • Relypsa Inc • Pharmaceutical preparations • California
ContractRelypsa Inc • May 7th, 2015 • Pharmaceutical preparations • 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 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.
RELYPSA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2015 • Relypsa Inc • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made and entered into by and between Stephen D. Harrison, M.A., Ph.D. (“Executive”) and Relypsa, Inc. (the “Company”) (together referred to herein as the “Parties”), effective as of December 15, 2014 (the “Effective Date”). This Agreement supersedes in its entirety that certain employment letter agreement dated as of November 4, 2014, as revised by that certain employment letter agreement dated as of December 1, 2014 (collectively, the “Prior Agreement”) and any agreement to which the Company is a party with respect to Executive’s employment with the Company, except for the Proprietary Information and Inventions Agreement executed by Executive (the “Confidential Information Agreement”).
AGREEMENT AND PLAN OF MERGER by and among GALENICA AG, VIFOR PHARMA USA INC. and RELYPSA, INC. Dated as of July 20, 2016Agreement and Plan of Merger • July 21st, 2016 • Relypsa Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 20, 2016 by and among Galenica AG, a public limited company existing under the laws of Switzerland (“Parent”), Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Relypsa, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 10.1.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 31, 2013 (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, California 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), RELYPSA, INC., a Delaware corporation, and RELYPSA 106, LLC, a Delaware limited liability company, each with offices located at 700 Saginaw Drive, Redwood City, California 94063 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The part
CREDIT AGREEMENT Dated as of April 27, 2016 among RELYPSA, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, CANTOR FITZGERALD SECURITIES, as the Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETOCredit Agreement • August 4th, 2016 • Relypsa Inc • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of April 27, 2016 among RELYPSA, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and CANTOR FITZGERALD SECURITIES, as Administrative Agent.
RELYPSA, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 26th day of July, 2012 (the “Effective Date”), by and among RELYPSA, INC., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
ContractVoting Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • 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 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.
RELYPSA, INC. WARRANT TO PURCHASE PREFERRED STOCKRelypsa Inc • September 27th, 2013 • Pharmaceutical preparations • California
This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of that certain Note and Warrant Purchase and Voting Agreement, dated as of [Date], 2010 and as amended from time to time, by and among the Company and the persons and entities named on the Schedule of Purchasers attached thereto (the “Purchase Agreement”), whereby Holder has purchased a convertible promissory note (“Note”) in the principal amount of $[Loan Amount] (“Note Amount”). The aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to the quotient of (i) twenty percent (20%) of the Note Amount divided by (ii) the applicable Exercise Price, subject to adjustment as provided herein.
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND ASSIGNMENT AGREEMENTLicense and Assignment Agreement • October 17th, 2013 • Relypsa Inc • Pharmaceutical preparations • California
This Amended and Restated Intellectual Property License and Assignment Agreement (this “ Restated Agreement”) dated as of November 23, 2009 (the “Amendment Date”) is entered into by and between Relypsa, Inc., a Delaware corporation, having a place of business at 5301 Patrick Henry Drive, Santa Clara, CA 95054 (“Relypsa”) and Ilypsa, Inc., a Delaware corporation and a wholly-owned subsidiary of Amgen Inc., having a place of business at One Amgen Center Drive, Thousand Oaks, CA 91320 (“Ilypsa”).
SUPPLY AGREEMENTSupply Agreement • March 3rd, 2015 • Relypsa Inc • Pharmaceutical preparations • New York
After PATHEON has produced [***] successful commercial production Batches of Bulk and Finished Product (“Initial Target Yield [***]”) at the PATHEON Facility, the target yield for each of the Bulk and Finished Product at the PATHEON Facility (“Initial Target Yield”) shall be established based as described above, but shall be not less than [***] percent ([***]%) for Finished Product. Following completion of the first [***] batches (including the first [***] batches), the Initial Target Yield for Finished Product shall be [***] (the “Target Yield”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 2, 2013 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank”), RELYPSA, INC., a Delaware corporation (“Relypsa”), and RELYPSA 106, LLC, a Delaware limited liability company (“Relypsa 106”; together with Relypsa, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall, jointly and severally, repay Bank. The parties agree as follows:
ContractEnglish Warrant Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2015 • Relypsa Inc • Pharmaceutical preparations • California
CERTIFICATE OF AMENDMENT TO PLAIN ENGLISH WARRANT AGREEMENTPlain English Warrant Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations
THIS CERTIFICATE OF AMENDMENT (the “Certificate”) is provided by RELYPSA, INC., a Delaware corporation (the “Company”) to TriplePoint Capital LLC, the holder of a warrant to purchase 450,000 shares of the Company’s Series A Preferred Stock (“Series A Preferred”) pursuant to that certain Plain English Warrant Agreement dated as of May 22, 2008 (the “Warrant”). Unless otherwise defined, any capitalized terms in this Certificate shall have the same meanings assigned to such terms in the Warrant.
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • August 4th, 2016 • Relypsa Inc • Pharmaceutical preparations • Delaware
This Settlement Agreement and Mutual General Release (this "Agreement") is made and entered into as of June 21, 2016 (the “Effective Date”), by and among Relypsa, Inc., a Delaware corporation, with its principal office located at 100 Cardinal Way, Redwood City, CA 94063 ("Relypsa") and LANXESS Corporation, a Delaware corporation, with its principal office located at 111 RIDC Park West Drive, Pittsburgh, PA 15275 ("Lanxess").
ContractMaster Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • New York
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
DETAILING AGREEMENT between sanofi-aventis US LLC and Relypsa, Inc. Dated as of August 10, 2015Detailing Agreement • November 4th, 2015 • Relypsa Inc • Pharmaceutical preparations • New York
This detailing agreement (the “Agreement”) is effective as of August 10, 2015 (the “Effective Date”) by and between Relypsa, Inc., a Delaware corporation located at 100 Cardinal Way, Redwood City, CA 94063, USA (“Relypsa”) and sanofi-aventis US LLC, a Delaware limited liability company located at 55 Corporate Drive, Bridgewater NJ 08807 (“Sanofi”). Relypsa and Sanofi are referred to individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into this 26th day of July, 2013, by and among OXFORD FINANCE LLC (“Oxford”), a Delaware limited liability company, as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as Lender, SILICON VALLEY BANK, a California corporation (“SVB”; together with Oxford, each a “Lender” and collectively, the “Lenders”), RELYPSA, INC., a Delaware corporation (“Relypsa”), and RELYPSA 106, LLC, a Delaware limited liability company (“Relypsa 106”; together with Relypsa, individually and collectively, “Borrower”).
FIRST AMENDMENT TO LEASELease • April 30th, 2014 • Relypsa Inc • Pharmaceutical preparations
This FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into as of April 24, 2014, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and RELYPSA, INC., a Delaware corporation (“Tenant”).
CONSENT, RELEASE AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2015 • Relypsa Inc • Pharmaceutical preparations • California
This CONSENT, RELEASE AND THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Consent”) is entered into this 30th day of January, 2015, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement or otherwise a party thereto from time to time, including without limitation, Oxford in its capacity as a Lender, and SILICON VALLEY BANK, a California corporation (“SVB”) (in such capacity, each a “Lender” and collectively, the “Lenders”), and RELYPSA, INC., a Delaware corporation (“Borrower”), whose address is 700 Saginaw Drive, Redwood City, CA 94063.
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2015 • Relypsa Inc • Pharmaceutical preparations • New York
This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December , 2015, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement or otherwise a party thereto from time to time, including without limitation, Oxford in its capacity as a Lender, and SILICON VALLEY BANK, a California corporation (“SVB”) (in such capacity, each a “Lender” and collectively, the “Lenders”), and RELYPSA, INC., a Delaware corporation (“Borrower”), whose address is 100 Cardinal Way, Redwood City, CA 94063.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into this 26th day of July, 2013, by and among SILICON VALLEY BANK, a California corporation (“Bank”), RELYPSA, INC., a Delaware corporation (“Relypsa”), and RELYPSA 106, LLC, a Delaware limited liability company (“Relypsa 106”; together with Relypsa, individually and collectively, “Borrower”).
RELYPSA, INC. FIRST AMENDMENT TO OFFER LETTER AGREEMENT JOHN A. ORWINLetter Agreement • August 11th, 2014 • Relypsa Inc • Pharmaceutical preparations • California
This FIRST AMENDMENT TO OFFER LETTER AGREEMENT (this “Amendment”) is entered into effective as of August 8, 2014, by and between RELYPSA, INC. (the “Company”) and JOHN A. ORWIN (“Executive”) (collectively, the “Parties”).
RELYPSA, INC. WARRANT TO PURCHASE SERIES C PREFERRED STOCKRights Agreement • September 27th, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
Stock Price = price of one Exercise Share as determined by reference to the average of the closing prices on the securities exchange or Nasdaq Global Market over the 20-day period ending three trading days prior to the closing of the Corporate Reorganization described in Section 3.1 if the Exercise Shares are then traded on such exchange or system, or the average of the closing bid or sale prices (whichever is applicable) in the over-the-counter market over the 20-day period ending three trading days prior to the closing of the Corporate Reorganization if the Exercise Shares are then actively traded in the over-the-counter market, or, if the Exercise Shares are not then traded on a securities exchange or system or in the over-the-counter market, the greatest of (i) the amount per Exercise Share distributable to the holders of such Exercise Shares upon any liquidation, dissolution of winding up of the Company, whether voluntary or involuntary in accordance with Article IV, Section E(3)(
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • August 11th, 2014 • Relypsa Inc • Pharmaceutical preparations • New York
THIS AGREEMENT is made effective as of May 14, 2014 (the "Effective Date") by and between RELYPSA, INC. ("Relypsa") and DSM FINE CHEMICALS AUSTRIA NFG GMBH & CO. KG ("DSM"). Each party is sometimes referred to herein as a "Party" and the parties together as the "Parties."
RELYPSA, INC. COMMON STOCK PURCHASE WARRANTRelypsa Inc • May 3rd, 2016 • Pharmaceutical preparations • New York
THIS IS TO CERTIFY that [HOLDER], a Delaware limited partnership, and its permitted transferees, successors and permitted assigns (the “Holder”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, is entitled to purchase from RELYPSA, INC., a Delaware corporation (the “Company”), at the price of $18.76 per share (the “Exercise Price”), at any time after the date hereof (the “Commencement Date”) and expiring on April 27, 2023 (the “Expiration Date”), [______] shares of the fully paid and non-assessable common stock, par value $0.001 per share (“Common Stock”), of the Company (as such number may be adjusted as provided herein). The [______] shares of Common Stock which may be purchased pursuant to this Warrant are referred to herein as the “Aggregate Number”. This common stock purchase warrant (this “Warrant”) is issued under and pursuant to that certain Credit Agreement by and among the Company, the Holder, as Administrative Agent, and the
Amendment No. 1 to Manufacturing and Supply AgreementAnd Supply Agreement • May 4th, 2016 • Relypsa Inc • Pharmaceutical preparations
This Amendment No. 1 to the Manufacturing and Supply Agreement (“Amendment No. 1”) is made and entered into effective as of March 7, 2016 (the “Amendment No. 1 Effective Date”) by and between RELYPSA, INC., a Delaware corporation, located at 100 Cardinal Way, Redwood City, CA 94063 (“RELYPSA”) and DPx FINE CHEMICALS AUSTRIA GMBH & CO KG (formerly known as DSM Fine Chemicals Austria NFG GMBH & CO KG), with an address at Sankt-Peter-Straße 25, A-4020 Linz, Austria (“PATHEON”).
