Tricida, Inc. Sample Contracts

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Underwriting Agreement
Underwriting Agreement • April 1st, 2019 • Tricida, Inc. • Pharmaceutical preparations • New York

Tricida, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

LEASE AGREEMENT
Lease Agreement • June 4th, 2018 • Tricida, Inc. • Pharmaceutical preparations

THIS LEASE AGREEMENT (this “Lease”) is made this 4th day of April, 2014, between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (“Landlord”), and TRICIDA, INC., a Delaware corporation (“Tenant”).

TRICIDA, INC. COMMON STOCK SALES AGREEMENT
Sales Agreement • January 22nd, 2021 • Tricida, Inc. • Pharmaceutical preparations • New York

Tricida, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

Contract
Warrant Agreement • May 19th, 2020 • Tricida, Inc. • Pharmaceutical preparations • California

THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

TRICIDA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 16th, 2018 • Tricida, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 7th day of November, 2017, by and among TRICIDA, INC., a Delaware corporation (the “Company”), and the entities listed on EXHIBIT A hereto (each, an “Investor” and together, the “Investors”).

Contract
Warrant Agreement • June 4th, 2018 • Tricida, Inc. • Pharmaceutical preparations • California

THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

Contract
Loan and Security Agreement • January 11th, 2021 • Tricida, Inc. • Pharmaceutical preparations • California
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 4th, 2018 • Tricida, Inc. • Pharmaceutical preparations • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of February 28, 2018 and is entered into by and between Tricida, Inc., a Delaware corporation, and each of its Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).

FIRST AMENDMENT TO LEASE
Lease • June 4th, 2018 • Tricida, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of August 2, 2017, by and between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (“Landlord”), and TRICIDA, INC., a Delaware corporation (“Tenant”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO WARRANTS
Warrant Agreement • June 4th, 2018 • Tricida, Inc. • Pharmaceutical preparations • California

This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO WARRANTS (this “Amendment”), dated as of April 10, 2018 (the “Amendment Effective Date”), is entered into by and among Tricida, Inc. (the “Borrower”), Hercules Capital, Inc. (“Hercules Capital”), a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and Hercules Technology III, L.P. (“Hercules Technology”), a Delaware limited partnership.

TRICIDA, INC. FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • June 25th, 2018 • Tricida, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Tricida, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”).

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 13th, 2018 • Tricida, Inc. • Pharmaceutical preparations • California

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 15, 2018 (the “Amendment Effective Date”), is entered into by and among Tricida, Inc. (the “Borrower”), Hercules Capital, Inc. (“Hercules Capital”), a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and Hercules Technology III, L.P. (“Hercules Technology”), a Delaware limited partnership.

MASTER DEVELOPMENT/VALIDATION SERVICES AND CLINICAL/LAUNCH SUPPLY AGREEMENT
Validation Services • June 4th, 2018 • Tricida, Inc. • Pharmaceutical preparations • New York

This MASTER DEVELOPMENT/VALIDATION SERVICES AND CLINICAL/LAUNCH SUPPLY AGREEMENT (“MDA”) is made this 8th day of May, 2018 (“Effective Date”), by and among Patheon Austria GmbH & Co KG, with its principal offices at St. Peter Strasse 25, 4021 Linz, Austria (“Patheon”) and Tricida, Inc., a Delaware corporation, with its principal executive offices located at 7000 Shoreline Court, Suite 201, South San Francisco, CA 94080 (“Customer” or “Tricida”). For purposes of this MDA, each of Patheon and Tricida may be referred to herein as a “Party” or collectively as the “Parties”.

Contract
1 Independent Director Agreement • January 12th, 2023 • Tricida, Inc. • Pharmaceutical preparations • Delaware
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 8th, 2020 • Tricida, Inc. • Pharmaceutical preparations • California

WHEREAS, the Borrower, the Lender and Agent are parties to that certain Loan and Security Agreement dated as of February 28, 2018 (as amended, modified or supplemented from time to time, the “Loan Agreement”);

SECOND AMENDMENT TO LEASE
Lease • August 19th, 2019 • Tricida, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO LEASE (this " Second Amendment" ) is made as of November 7, 2017, by and between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company ("Landlord"), and TRICIDA, INC., a Delaware corporation ("Tenant").

TRICIDA, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 4th, 2018 • Tricida, Inc. • Pharmaceutical preparations • Delaware

This Amendment No. 1 to the Amended and Restated Investor Rights Agreement (this “Amendment”), is made and entered into dated as of February 28, 2018, and amends that certain Amended and Restated Investor Rights Agreement, dated as of November 7, 2017 by and among Tricida, Inc., a Delaware corporation (the “Company”), and the entities set forth on Exhibit A thereto (the “Agreement”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.

THIRD AMENDMENT TO LEASE
Lease • August 19th, 2019 • Tricida, Inc. • Pharmaceutical preparations

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of August 14, 2019, by and between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (“Landlord”), and TRICIDA, INC., a Delaware corporation (“Tenant”).

Contract
Asset Purchase Agreement • February 24th, 2023 • Tricida, Inc. • Pharmaceutical preparations
Contract
And Commercial Supply Agreement • May 7th, 2021 • Tricida, Inc. • Pharmaceutical preparations
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Dear <<Employee Name>>,
2020 Retention Agreement • November 8th, 2021 • Tricida, Inc. • Pharmaceutical preparations

In recognition of the important role you have today and in anticipation of your contributions moving forward, Tricida, Inc. (“Company”) previously offered you retention awards in the form of equity and cash pursuant to the terms of a Retention Agreement, dated September 10, 2020 (the “2020 Retention Agreement”). The equity and cash awards were also granted pursuant to, and subject to the terms of, the Tricida, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), the applicable award agreement and the Terms and Conditions provided below. We are pleased to inform you that on October 18, 2021, the Compensation Committee of the Board of Directors (“Committee”) approved certain amendments to the 2020 Retention Agreement, which we believe make the awards more attractive from an employee’s perspective and support our objectives of retaining and incentivizing our employees during this critical period for the Company.

Certain information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) the type of information that Tricida, Inc. treats as private or confidential. AMENDMENT NO. 2 TO MANUFACTURING AND...
And Commercial Supply Agreement • November 8th, 2021 • Tricida, Inc. • Pharmaceutical preparations

This Amendment No. 2 to Manufacturing and Commercial Supply Agreement (“Amendment No. 2”) is dated as of August 26, 2021 (the “Amendment No. 2 Effective Date”) and is entered into between Patheon Austria GmbH & Co KG, with its principal offices located at St. Peter Strasse 25, A-4020 Linz, Austria (“Patheon”), and Tricida, Inc., a Delaware corporation, with its principal offices located at 7000 Shoreline Court, Suite 201, South San Francisco, CA 94080 (“Tricida”), in order to amend that certain Manufacturing and Commercial Supply Agreement between the parties dated as of October 4, 2019, as amended by Amendment No. 1 dated March 30, 2021 (collectively, the “Agreement”). Each of Patheon and Tricida are sometimes referred to herein as “Party” or “Parties”.

Contract
Loan and Security Agreement • October 20th, 2022 • Tricida, Inc. • Pharmaceutical preparations • California
MANUFACTURING AND COMMERCIAL SUPPLY AGREEMENT
And Commercial Supply Agreement • March 2nd, 2020 • Tricida, Inc. • Pharmaceutical preparations

THIS MANUFACTURING AND COMMERCIAL SUPPLY AGREEMENT (“CSA” or “Agreement”) is made effective as of the last date of signature hereto (the “Effective Date”) between Patheon Austria GmbH & Co KG, with its principal offices at St. Peter Strasse 25, 4021 Linz, Austria (“Patheon” or “Supplier”) and Tricida, Inc., a Delaware corporation, with its principal executive offices located at 7000 Shoreline Court, Suite 201, South San Francisco, CA 94080 (“Tricida” or “Purchaser”). Each party is sometimes referred to herein as a “Party” and the parties together as the “Parties.”

Trilypsa, Inc. WARRANT TO PURCHASE SERIES A PREFERRED STOCK
Tricida, Inc. • April 16th, 2018 • Pharmaceutical preparations • California

This Warrant is being issued pursuant to the terms of the Note and Warrant Purchase Agreement, dated August 9, 2013, by and among the Company and the Holder (the “Note and Warrant Purchase Agreement”). Unless indicated otherwise, the number of shares of Series A Preferred Stock that Holder may purchase by exercising this warrant is equal to the quotient of (A) seventeen percent (17%) multiplied by $500,000.00 divided by (B) the per share price of the Series A Preferred Stock sold in the Qualified Financing.

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