Ardelyx, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2019 • Ardelyx, Inc. • Pharmaceutical preparations • New York
Introductory. Ardelyx, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 shares of its common stock, par value $0.0001 per share (the “Shares”). The 20,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Shares as provided in Section 2. The additional 3,000,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Citigroup Global Markets Inc. (“Citigroup”), Cowen and Company, LLC (“Cowen”), SVB Leerink LLC (“SVB Leerink”) and Piper Jaffray & Co. (“Piper”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”)
ARDELYX, INC. Shares of Common Stock (par value $0.0001 per share) Sales AgreementSales Agreement • August 10th, 2018 • Ardelyx, Inc. • Pharmaceutical preparations • New York
Ardelyx, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
OPEN MARKET SALE AGREEMENTSMArdelyx, Inc. • January 19th, 2023 • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2018 • Ardelyx, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 16, 2018 (the “Effective Date”) among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar and Western Alliance Bank, an Arizona corporation (“Western Alliance Bank”), each in its capacity as a lender (together with any other lenders party hereto, the “Lenders” and each, a “Lender”), and Ardelyx, Inc., a Delaware corporation with offices located at 34175 Ardenwood Blvd., Suite 200, Fremont, California 94555 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as f
OPEN MARKET SALE AGREEMENT1Open Market Sale • August 17th, 2021 • Ardelyx, Inc. • Pharmaceutical preparations • New York
ARDELYX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [—] by and between Ardelyx, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
Ardelyx, Inc. 7,500,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • January 13th, 2016 • Ardelyx, Inc. • Pharmaceutical preparations • New York
Ardelyx, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.0001 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters sh
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 5th, 2022 • Ardelyx, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of February 23, 2022 (the “Effective Date”) among SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SLR (together with any other lenders party hereto, the “Lenders” and each, a “Lender”), and ARDELYX, INC., a Delaware corporation with offices located at 400 Fifth Avenue, Suite 210, Waltham, MA 02451 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2015 • Ardelyx, Inc. • Pharmaceutical preparations • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 2, 2015, by and among Ardelyx, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ARDELYX, INC.Ardelyx, Inc. • July 13th, 2015 • Pharmaceutical preparations • California
This Warrant is issued to , or its registered assigns (including any successors or assigns, the “Purchaser”), pursuant to that certain Securities Purchase Agreement, dated as of June 2, 2015, among Ardelyx, Inc., a Delaware corporation (the “Company”), the Purchaser and certain other purchasers thereunder (the “Purchase Agreement”) and is subject to the terms and conditions of the Purchase Agreement.
ARDELYX, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 6th, 2020 • Ardelyx, Inc. • Pharmaceutical preparations • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Susan Rodriguez (the “Executive”) and Ardelyx, Inc. (the “Company”), effective as May 18, 2020 (the “Effective Date”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 9th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations • California
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into as of June 6, 2014 (the “Effective Date”), by and between Michael Raab (“Executive”) and Ardelyx, Inc. (the “Company”).
RETENTION AGREEMENTRetention Agreement • February 28th, 2022 • Ardelyx, Inc. • Pharmaceutical preparations • California
This Retention Agreement (“Agreement”) is made and entered into by and between Ardelyx, Inc. (“Company”) and Susan Rodriguez (“Executive”), effective as of October 25, 2021 (“Effective Date”).
ARDELYX, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • August 6th, 2020 • Ardelyx, Inc. • Pharmaceutical preparations • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Justin Renz (the “Executive”) and Ardelyx, Inc. (the “Company”), effective as June 8, 2020 (the “Effective Date”).
ARDELYX, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • April 11th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Elizabeth Grammer (the “Executive”) and Ardelyx, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
Ardelyx, Inc. Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • June 9th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations • New York
Ardelyx, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms
LICENSE AGREEMENT BY AND BETWEEN ASTRAZENECA AB AND ARDELYX, INC. OCTOBER 4, 2012License Agreement • June 5th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations • Delaware
This License Agreement (the “Agreement”) is entered into as of the 4th day of October, 2012 (the “Effective Date”) by and between AstraZeneca AB (publ), a Swedish corporation with corporate identity no. 556011-7482 and a place of business at 431 83 Mölndal, Sweden (“AstraZeneca”) and Ardelyx, Inc., a Delaware corporation having its principal place of business at 34175 Ardenwood Boulevard, Fremont, California United States of America 94555 (“Ardelyx”). Ardelyx and AstraZeneca are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE OPTION AND LICENSE AGREEMENT BY AND BETWEEN SANOFI AND ARDELYX, INC. DATED FEBRUARY 21, 2014License Option and License Agreement • June 5th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations • New York
This License Option and License Agreement (the “Agreement”) is entered into as of the 21 day of February, 2014 (the “Effective Date”) by and between Sanofi, a French corporation with a place of business at 54, rue La Boétie, 75008 Paris, France (“Sanofi”) and Ardelyx, Inc., a Delaware corporation having its principal place of business at 34175 Ardenwood Boulevard, Fremont, California United States of America 94555 (“Ardelyx”). Ardelyx and Sanofi are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NUMBER ONE TO LICENSE AGREEMENT BY AND BETWEEN ASTRAZENECA AB AND ARDELYX, INC. DECEMBER 23, 2013License Agreement • June 5th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations • Delaware
This Amendment Number One to License Agreement (“Amendment One”) is entered into as of the 23rd day of December, 2013 (the “Amendment One Effective Date”) by and between AstraZeneca AB (publ), a Swedish corporation with corporate identity no. 556011-7482 and a place of business at 431 83 Molndal, Sweden (“AstraZeneca”) and Ardelyx, Inc. a Delaware corporation having its principal place of business at 34175 Ardenwood Boulevard, Fremont, California United States of America 94555 (“Ardelyx”). Ardelyx and AstraZeneca are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ARDELYX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of June 23, 2011Investors’ Rights Agreement • May 19th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of June 23, 2011 by and among Ardelyx, Inc., a Delaware corporation (the “Company”) formerly known as Nteryx, Inc., Dominique Charmot and Jean Frechet (the “Founders”), the investors listed on Schedule A hereto (each an “Investor” and collectively the “Investors”), and such Investors who may be added to this Agreement as provided herein.
LEASELease • May 19th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations
THIS ACKNOWLEDGEMENT OF PHASE 2 TERM COMMENCEMENT DATE is entered into as of [ ], 20[ ], with reference to that certain Lease (the “Lease”) dated as of August 8, 2008, by NTERYX, INC., a Delaware corporation (“Tenant”), in favor of 34175 ARDENWOOD VENTURE, LLC, a Delaware limited liability company (“Landlord”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Lease.
Re: Employment AgreementEmployment Agreement • June 9th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations
On behalf of Ardelyx (the “Company”), I am pleased to offer you employment in the position of Chief Business Officer, reporting to the Chief Executive Officer. This letter sets out the terms of your employment with the Company, which shall start the earlier of August 15, 2011.
Re: Employment AgreementEmployment Agreement • June 9th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations
On behalf of Ardelyx (the “Company”), I am pleased to offer you employment in the position of Vice President of Drug Development, reporting to the Chief Executive Officer. This letter sets out the terms of your employment with the Company which shall start on January 1, 2010.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • March 6th, 2020 • Ardelyx, Inc. • Pharmaceutical preparations • California
This Transition and Separation Agreement (the “Agreement”) by and between Mark Kaufmann (“Executive”) and Ardelyx, Inc. (the “Company”), is made effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
Re: Employment AgreementEmployment Agreement • June 9th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations
On behalf of NteryX (the “Company”), I am pleased to offer you employment in the position of Vice President, Medicinal Chemistry, reporting to the Chief Technology Officer. This letter sets out the terms of your employment with the Company, which will be conditioned upon the occurrence of i) the closing of the Company’s Series A financing and ii) the approval by the Board of Directors, and shall start on the later of June 15, 2008 or the first Monday after the date of the Board meeting.
Re: Employment AgreementEmployment Agreement • June 9th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations
On behalf of NteryX (the “Company”), I am pleased to offer you employment in the position of Vice President, Finance and Operations, reporting initially to the Chief Technology Officer. This letter sets out the terms of your employment with the Company, which will be conditioned upon the occurrence of i) the closing of the Company’s Series A financing and ii) the approval by the Board of Directors, and shall start on the later of June 1, 2008 or the first Monday after the date of the Board meeting.
ARDELYX, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2016 • Ardelyx, Inc. • Pharmaceutical preparations • California
This Securities Purchase Agreement (“Agreement”) is made as of July 14, 2016 (the “Effective Date”), by and among Ardelyx, Inc., a Delaware corporation (the “Company”), each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”) and Future Fund Investment Company No. 4 Pty Ltd, a proprietary limited company organized under the laws of Australia (the “FF Beneficial Investor”).
FIRST AMENDMENT TO LEASELease • May 19th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 20th day of December, 2012, by and between 34175 ARDENWOOD VENTURE, LLC, a Delaware limited liability company (“Landlord”), and ARDELYX, INC., a Delaware corporation formerly known as Nteryx, Inc. (“Tenant”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 30th, 2021 • Ardelyx, Inc. • Pharmaceutical preparations
The Borrower, the Lenders and Collateral Agent are parties to a Loan and Security Agreement dated as of May 16, 2018 (as amended, restated or modified from time to time, including by that certain First Amendment to Loan and Security Agreement, dated as of October 9, 2020, that certain Second Amendment to Loan and Security Agreement, dated as of March 1, 2021, and that certain Third Amendment to Loan and Security Agreement, dated as of May 5, 2021, the “Loan and Security Agreement”). The Borrower has requested that the Lenders agree to certain amendments to the Loan and Security Agreement. The Lenders have agreed to such request, subject to the terms and conditions hereof.
Re: Employment AgreementEmployment Agreement • June 9th, 2014 • Ardelyx, Inc. • Pharmaceutical preparations
On behalf of Ardelyx, Inc. (the “Company”), I am pleased to offer you employment in the position of Vice President, Legal, reporting to the Chief Executive Officer. This letter sets out the terms of your employment with the Company which shall start on December 1, 2012.
34175 Ardenwood Blvd Fremont, CA 94555 (510) 745-1700 – Tele (510) 745-0493 – Fax www.ardelyx.comArdelyx, Inc. • March 5th, 2015 • Pharmaceutical preparations
LICENSE AGREEMENT BY AND BETWEEN KYOWA HAKKO KIRIN CO., LTD. AND ARDELYX, INC. November 27, 2017License Agreement • March 14th, 2018 • Ardelyx, Inc. • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is entered into as of the November 27, 2017 (the “Effective Date”) by and between Kyowa Hakko Kirin Co., Ltd., a Japanese corporation with a place of business at 1-9-2 Otemachi, Chiyoda-ku, Tokyo 100-0004, Japan (“KHK”) and Ardelyx, Inc., a Delaware corporation having its principal place of business at 34175 Ardenwood Boulevard, Fremont, California United States of America 94555 (“Ardelyx”). Ardelyx and KHK are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Amendment Number One To Second Amended and Restated Change in Control Severance Agreement and to Retention AgreementRetention Agreement • February 28th, 2022 • Ardelyx, Inc. • Pharmaceutical preparations • California
This Amendment Number One to Second Amended and Restated Change in Control Severance Agreement and to Retention Agreement (“Amendment Number One”) is made and entered into this first day of December, 2021, by and between David P. Rosenbaum (the “Executive”) and Ardelyx, Inc. (the “Company”).
TERMINATION AGREEMENTTermination Agreement • August 12th, 2015 • Ardelyx, Inc. • Pharmaceutical preparations
This Termination Agreement (the “Termination Agreement”) is entered into as of the 2nd day of June, 2015 by and between AstraZeneca AB (publ), a Swedish corporation with corporate identity no. 556011-7482 and a place of business at 431 83 Mölndal, Sweden (“AstraZeneca”) and Ardelyx, Inc., a Delaware corporation having its principal place of business at 34175 Ardenwood Boulevard, Fremont, California, United States of America 94555 (“Ardelyx”). Ardelyx and AstraZeneca are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 2nd, 2023 • Ardelyx, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 9, 2023, by and among SLR INVESTMENT CORP., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), as collateral agent (in such capacity, together with its successors and assigns, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereto or otherwise a party thereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ARDELYX, INC., a Delaware corporation with offices located at 400 Fifth Avenue, Suite 210, Waltham, MA 02451 (the “Borrower”).
