AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ] between Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Clearside Biomedical, Inc. 6,538,462 shares of common stock, par value $0.001 per share Underwriting AgreementClearside Biomedical, Inc. • March 8th, 2018 • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT CLEARSIDE BIOMEDICAL, INC.Common Stock Purchase Warrant • February 8th, 2024 • Clearside Biomedical, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 9, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 9, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clearside Biomedical, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CLEARSIDE BIOMEDICAL, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20__ Debt SecuritiesIndenture • May 8th, 2020 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 20__, among CLEARSIDE BIOMEDICAL, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2024 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2024, between Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CLEARSIDE BIOMEDICAL, INC. AND _________________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • May 12th, 2023 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CLEARSIDE BIOMEDICAL, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2021 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 6, 2021, between Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CLEARSIDE BIOMEDICAL, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementClearside Biomedical, Inc. • May 12th, 2023 • Pharmaceutical preparations • New York
Clearside Biomedical, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
CLEARSIDE BIOMEDICAL, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • May 12th, 2023 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between CLEARSIDE BIOMEDICAL, 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”).
AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • May 12th, 2023 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CLEARSIDE BIOMEDICAL, 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”).
ContractClearside Biomedical, Inc. • January 8th, 2016 • Pharmaceutical preparations • Delaware
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.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 8th, 2021 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 15, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CLEARSIDE BIOMEDICAL, 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:
CLEARSIDE BIOMEDICAL, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • July 3rd, 2017 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between CLEARSIDE BIOMEDICAL, 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”).
CLEARSIDE BIOMEDICAL, INC. COMMON STOCK SALES AGREEMENTCommon Stock • July 3rd, 2017 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
Clearside Biomedical, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
●] Shares Clearside Biomedical, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 7th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
Clearside Biomedical, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares of the Issuer’s Common Stock, $0.001 par value per share (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to [●] additional shares of the Issuer’s Common Stock (the “Option Securities”), as set forth below.
Shares Clearside Biomedical, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
Clearside Biomedical, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of shares of the Issuer’s Common Stock, $0.001 par value per share (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to additional shares of the Issuer’s Common Stock (the “Option Securities”) solely to cover over-allotments, as set forth below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2019 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 22, 2019 by and among Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
ContractClearside Biomedical, Inc. • January 8th, 2016 • Pharmaceutical preparations • North Carolina
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 23rd, 2015 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Georgia
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of January 1, 2015, (the “Effective Date”), by and between Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and Daniel H. White (the “Executive”), an individual residing in Georgia.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 10th, 2020 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Georgia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of June 24, 2019, (the “Effective Date”), by and between Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and Thomas Ciulla (the “Executive”), an individual residing in Indiana.
LICENSE AGREEMENT between EMORY UNIVERSITY, THE GEORGIA TECH RESEARCH CORPORATION and CLEARSIDE BIOMEDICAL, INC.License Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Georgia
THIS LICENSE AGREEMENT is made and entered into as of the 4th day of July, 2012, (hereinafter referred to as the “Effective Date”) by and among EMORY UNIVERSITY, a nonprofit Georgia corporation with offices located at 1599 Clifton Road NE, 4th Floor, Mailstop 1599/001/1AZ Atlanta, Georgia 30322, (hereinafter referred to as “EMORY”), “), the GEORGIA TECH RESEARCH CORPORATION, a nonprofit corporation with offices located at 505 10th Street, NW, Atlanta, Georgia 30332-0415 (hereinafter referred to as “GTRC”) and Clearside Biomedical, Inc., a corporation organized under the laws of the state of Delaware having a principal place of business located at, 1220 Old Alpharetta Road—Suite 300, Alpharetta, Georgia 30005 (hereinafter referred to as “COMPANY”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2019 • Clearside Biomedical, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2019 by and among Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
LICENSE AGREEMENT by and between CLEARSIDE BIOMEDICAL, INC. and NOVAMEDICA LLCLicense Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Georgia
THIS LICENSE AGREEMENT (the “Agreement”), effective as of August 29, 2014 (the “Effective Date”), is by and between Clearside Biomedical, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 1220 Old Alpharetta Road—Suite 300, Alpharetta, Georgia 30005 (“Clearside”) and NovaMedica LLC, a Russian limited liability company and having its principal place of business at 29, 1-st Brestskaya Street, Moscow, 125047, Russia (“NovaMedica”).
LEASE AGREEMENTLease Agreement • September 9th, 2014 • Clearside Biomedical, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (the “Lease”), made and entered into as of March 14, 2012 (the “date of this Lease”) by and between Clearside Biomedical, Inc., a Delaware corporation (hereinafter referred to as “Tenant”), and McDonald Ventures XI, LLC, a Georgia limited liability company (hereinafter referred to as “Landlord”);
900 NORTH POINT PARKWAY ALPHARETTA, GEORGIA 30005 OFFICE LEASE AGREEMENT BETWEEN BRE/COH GA LLC, a Delaware limited liability company (“LANDLORD”) AND CLEARSIDE BIOMEDICAL, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • November 23rd, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations
disapproval thereof, and if Tenant does not approve any of the revised Plans, of the changes required so that they will meet Tenant’s approval. This iterative process shall continue until Landlord and Tenant mutually agree upon the final Plans for the Landlord Work. If Tenant fails to respond in writing (including email) with its approval or disapproval of any such Plans within the applicable period set forth above, then the applicable Plans shall be deemed approved by Tenant. Time is of the essence in respect of the review of the Plans by Tenant.
CLEARSIDE BIOMEDICAL, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT November 23, 2015Investor Rights Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • Delaware
This Third Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 23rd day of November, 2015, by and among Clearside Biomedical, Inc., a Delaware corporation (the “Company”), and the holders of shares of the Company’s Preferred Stock from time to time outstanding (the “Investor Stock”) listed on Exhibit A attached hereto (the “Investors”).
COLLABORATION AGREEMENTCollaboration Agreement • January 8th, 2016 • Clearside Biomedical, Inc. • Pharmaceutical preparations • California
This COLLABORATION AGREEMENT (“Agreement”) is entered into as of January 31, 2013 (“Effective Date”) by and between Santen Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, with offices at 3-9-19, Shimoshinjo, Higashiyodogawa-ku, Osaka 533-8651 Japan (“SANTEN”), and Clearside Biomedical, Inc., a corporation organized under the laws of Delaware, with offices at 1220 Old Alpharetta Rd., Suite 300, Alpharetta, GA 30005 (“Clearside”). SANTEN and Clearside are herein sometimes referred to collectively as the “Parties” and individually as “Party.”
ContractClearside Biomedical, Inc. • January 8th, 2016 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2020 • Clearside Biomedical, Inc. • Pharmaceutical preparations • California
THIS THIRD AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 18, 2019, by and among SILICON VALLEY BANK, a California corporation (“Bank”), as collateral agent (in such capacity, “Collateral Agent”), Bank in its capacity as a Lender, and the other Lenders party to that certain Second Amended and Restated Loan and Security Agreement dated as of May 14, 2018 (as the same may from time to time be amended, modified, supplemented or restated, including by that certain Consent and First Amendment to Second Amended and Restated Loan and Security Agreement dated as of July 3, 2019 and that certain Consent and Second Amendment to Second Amended and Restated Loan and Security Agreement dated as of August 29, 2019, collectively, the “Loan Agreement”) (together with Bank, each a “Lender” and collectively, the “Lenders”), and CLEARSIDE BIOMEDICAL, INC., a Delaware corporation (“Borrower”).
CONSENT AND FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTConsent And • May 8th, 2020 • Clearside Biomedical, Inc. • Pharmaceutical preparations • California
This CONSENT AND FIFTH AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of March 11, 2020, by and among SILICON VALLEY BANK, a California corporation (“Bank”), as collateral agent (in such capacity, “Collateral Agent”), Bank in its capacity as a Lender, and the other Lenders party to that certain Second Amended and Restated Loan and Security Agreement dated as of May 14, 2018 (as the same may from time to time be amended, modified, supplemented or restated, including without limitation by that certain Consent and First Amendment to Second Amended and Restated Loan and Security Agreement dated as of July 3, 2019, that certain Consent and Second Amendment to Second Amended and Restated Loan and Security Agreement dated as of August 29, 2019, that certain Third Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 18, 2019, and that certain Consent and Fourth Amendment to Second Amended and Restat
April 24, 2019 Daniel H. WhiteClearside Biomedical, Inc. • March 13th, 2020 • Pharmaceutical preparations • Georgia
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • August 10th, 2020 • Clearside Biomedical, Inc. • Pharmaceutical preparations
This First Amendment to License Agreement (the “Amendment”), effective as of April 27, 2020 (the “Amendment Effective Date”) by and between Bausch Health Ireland Limited (“Bausch Health”) and Clearside Biomedical, Inc. (“Clearside”), amends that certain License Agreement, dated October 22, 2019, by and between Bausch Health and Clearside (the “Agreement”). Each of Bausch and Clearside shall be referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • November 10th, 2021 • Clearside Biomedical, Inc. • Pharmaceutical preparations
This Second Amendment to License Agreement (the “Second Amendment”), effective as of September 27, 2021 (the “Second Amendment Effective Date”) by and between Bausch + Lomb Ireland Limited (as assignee of Bausch Health Ireland Limited) (“Bausch”) and Clearside Biomedical, Inc. (“Clearside”), amends that certain License Agreement, dated October 22, 2019, by and between Bausch Health and Clearside, as amended by the First Amendment to License Agreement dated as of April 27, 2020 (Collectively, the “Agreement”). Each of Bausch and Clearside shall be referred to herein individually as a “Party” and collectively as the “Parties.”
Amendment No. 1 to License AgreementLicense Agreement • November 10th, 2021 • Clearside Biomedical, Inc. • Pharmaceutical preparations
This Amendment No. 1 to License Agreement (the “Amendment”) is effective as of August 15th, 2021 (the “Amendment Effective Date”) by and between Clearside Biomedical, Inc., with a principal place of business at 900 North Point Parkway, Suite 200, Alpharetta, Georgia 30005 United States of America (“Clearside”) and Arctic Vision (Hong Kong) Limited, with a principal place of business at 23/F Nan Fung Tower 88 Connaught Road C & 173 Des Voeux Road C, Central, Hong Kong (“Arctic Vision”), and solely with respect to Section 5 (Guaranty), Arctic Vision (Cayman) Limited with a principal place of business at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands (“Arctic Vision Parent”), and amends that certain License Agreement by and between Clearside and Arctic Vision, dated March 10, 2020 (the “Agreement”). Clearside and Arctic Vision may each be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms not expressly defined he
