COMMON STOCK PURCHASE WARRANT VIKING THERAPEUTICS, INC.Viking Therapeutics, Inc. • June 19th, 2017 • 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 six (6) months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”; provided, however that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from Viking Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2017 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 14, 2017, among Viking Therapeutics, 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”).
Viking Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2016 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Viking Therapeutics, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.00001 par value per share ( “Common Stock”) and warrants to purchase an aggregate of shares of Common Stock (the “Warrants,” and collectively with the Firm Shares, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional shares of Common Stock (the “Option Shares”) and/or Warrants to purchase up to an additional shares of Common Stock (the “Option Warrants”) for the purpose of covering over-allotments in connection with the sale of the F
VIKING THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt SecuritiesIndenture • July 28th, 2021 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of , 20 , by and between Viking Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2017 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 28, 2017, by and between VIKING THERAPEUTICS, 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").
PURCHASE AGREEMENTPurchase Agreement • September 29th, 2017 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of September 28, 2017, by and between VIKING THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 25th, 2016 • Viking Therapeutics, Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 24, 2016, by and between VIKING THERAPEUTICS, 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.
Common Stock, $0.00001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2018 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
Viking Therapeutics, Inc., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,500,000 shares (the “Firm Shares”) of Common Stock, $0.00001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 1,425,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (collectively, the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”
DEL MAR CORPORATE CENTRE II OFFICE LEASEOffice Lease • August 9th, 2018 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
This Office Lease (this "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and VIKING THERAPEUTICS, INC., a Delaware corporation ("Tenant").
VIKING THERAPEUTICS, INC. Common Stock, par value $0.00001 per share Underwriting AgreementUnderwriting Agreement • March 31st, 2023 • Viking Therapeutics, Inc. • Pharmaceutical preparations
Viking Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 17,242,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 2,586,300 additional shares (the “Optional Securities”) of common stock, par value $0.00001 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). To the extent that you are the only Underwriter, all references to “each Underwriter,” “the Underwriters” or “Representative” shall refer to just you.
Viking Therapeutics, Inc. 3,748,726 Shares of Common Stock Equity Distribution AgreementViking Therapeutics, Inc. • June 20th, 2016 • Pharmaceutical preparations • New York
Viking Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, up to an aggregate of 3,748,726 shares of common stock, par value $0.00001 per share (“Common Stock”), of the Company (the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
Executive agrees to the terms and conditions of employment with Viking Therapeutics, Inc. (“Company”) set forth in this restated Employment Agreement (“Agreement”), effective as of June 2, 2014 (“Effective Date”).
WARRANT AGREEMENTWarrant Agreement • April 8th, 2016 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
This Warrant Agreement (this “Agreement”), dated as of April , 2016, is by and between Viking Therapeutics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as the Warrant Agent (the “Warrant Agent”).
6,471,000 Shares VIKING THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2024 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned understands that Morgan Stanley & Co. LLC and Leerink Partners LLC (collectively, the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Viking Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock, $0.00001 par value per share, of the Company (the “Common Stock”).
AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • August 2nd, 2019 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2016 • Viking Therapeutics, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of January 22, 2016 (this “Amendment”), made by and between VIKING THERAPEUTICS, INC., a Delaware corporation (“Borrower”), and LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation ( “Lender”), amends the terms of the Loan and Security Agreement, dated May 21, 2014, as amended on April 8, 2015, by and between Borrower and Lender (the “Agreement”) pursuant to Section 25(c) of the Agreement as follows:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2015 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 30, 2014, is made by and between Viking Therapeutics, Inc. (the “Company”) and Michael Dinerman, M.D. (“Executive”).
Shares VIKING THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
Viking Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this agreement (this “Agreement”), to sell to you and the other underwriters named on Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively referred to herein as the “Shares.”
RESEARCH SERVICES AGREEMENTResearch Services Agreement • March 8th, 2016 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
THIS RESEARCH SERVICES AGREEMENT (the “Agreement”) is made effective as of 27 January , 2015 (the “Effective Date”), by and between Viking Therapeutics, Inc., a Delaware corporation located at 11119 North Torrey Pines Road, Suite 50, La Jolla, CA 92037, USA (“Viking”) and Academisch Medisch Centrum, with registered office at Meibergdreef 9, 1105 AZ Amsterdam, The Netherlands (“Institution”).
AMENDMENT NO. 1 TO FOUNDER COMMON STOCK PURCHASE AGREEMENTFounder Common Stock Purchase Agreement • June 12th, 2015 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
This Amendment No. 1 to Founder Common Stock Purchase Agreement (this “Amendment”) is made as of May 4, 2015, by and between Viking Therapeutics, Inc., a Delaware corporation (the “Company”), and Brian Lian, Ph.D. (“Purchaser”).
VIKING THERAPEUTICS, INC. FOUNDER COMMON STOCK PURCHASE AGREEMENTFounder Common Stock Purchase Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
As escrow agent (“Escrow Agent”) for both Viking Therapeutics, Inc., a Delaware corporation (together with its successors or assigns, the “Company”), and Brian Lian (“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Viking Therapeutics, Inc. Founder Common Stock Purchase Agreement, by and between the Company and Brian Lian, dated as of the date hereof (the “Agreement”), to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions (capitalized terms used but not defined in these Joint Escrow Instructions shall have the meanings assigned thereto in the Agreement):
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 10th, 2015 • Viking Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of April 8, 2015 (this “Amendment”), made by and between VIKING THERAPEUTICS, INC., a Delaware corporation (“Borrower”), and LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (the “Lender”), amends the terms of the Loan and Security Agreement, dated May 21, 2014, by and between the Borrower and Lender (the “Agreement”) pursuant to Section 25(c) of the Agreement as follows:
Viking Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2016 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Viking Therapeutics, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of 7,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.00001 par value per share ( “Common Stock”) and warrants to purchase an aggregate of 7,500,000 shares of Common Stock (the “Warrants,” and collectively with the Firm Shares, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional 1,125,000 shares of Common Stock (the “Option Shares”) and/or Warrants to purchase up to an additional 1,125,000 shares of Common Stock (the “Option Warrants”) for the purpose of covering over-allotme
VIKING THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt SecuritiesIndenture • June 20th, 2016 • Viking Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of , 20 , by and between Viking Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 14th, 2017 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated this 8th day of February, 2017, by and between VIKING THERAPEUTICS, INC., a Delaware corporation (the “Company”), and PoC Capital, LLC, a California limited liability company (the “Purchaser”).
SECOND AMENDMENT TO MASTER LICENSE AGREEMENTMaster License Agreement • April 10th, 2015 • Viking Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment to Master License Agreement (this “Amendment”) is dated as of April 8, 2015 by and between Metabasis Therapeutics, Inc., a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA 92037 (including its successors and permitted assigns, “Metabasis”) and Ligand Pharmaceuticals Incorporated, a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA 92037 (including its successors and permitted assigns, “Ligand”) on the one hand, and Viking Therapeutics, Inc., a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 50, La Jolla, CA 92037, on the other hand (including its successors and permitted assigns, “Viking,” and together with Ligand and Metabasis, the “Parties”).
MASTER LICENSE AGREEMENT Dated May 21, 2014 by and between Ligand Pharmaceuticals Incorporated and Metabasis Therapeutics, Inc., on one hand, and Viking Therapeutics, Inc., on the otherMaster License Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
THIS MASTER LICENSE AGREEMENT (this “Agreement”) is dated as of May 21, 2014 (the “Effective Date”) by and between Metabasis Therapeutics, Inc., a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA 92037 (including its successors and permitted assigns, “Metabasis”) and Ligand Pharmaceuticals Incorporated, a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA 92037 (including its successors and permitted assigns, “Ligand” and, together with Metabasis, the “Ligand Party”) on one hand, and Viking Therapeutics, Inc., a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 50, La Jolla, CA 92037 (including its successors and permitted assigns “Viking”). Viking, on the one hand, and Metabasis and Ligand, together on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
VIKING THERAPEUTICS, INC. 2014 EQUITY INCENTIVE PLAN Stock Option Award AgreementAward Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • Delaware
VIKING THERAPEUTICS, INC.Restricted Stock Award Agreement • September 2nd, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the Viking Therapeutics, Inc. 2014 Equity Incentive Plan (as amended or restated from time to time, the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (this “Award Agreement”), which includes the Notice of Restricted Stock Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Grant attached hereto as EXHIBIT A.
VIKING THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 21, 2014, by and between Viking Therapeutics, Inc., a Delaware corporation (the “Company”), Metabasis Therapeutics, Inc., a Delaware corporation (“Metabasis”), and Ligand Pharmaceuticals Incorporated, a Delaware corporation and an Affiliate (as defined below) of Metabasis (“Ligand”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section I.
Third Amendment to Loan and Security AgreementLoan and Security Agreement • May 10th, 2017 • Viking Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment to Loan and Security Agreement, dated as of May 8, 2017 (this “Amendment”), made by and between Viking Therapeutics, Inc., a Delaware corporation (“Borrower”), and Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Lender”), amends the terms of the Loan and Security Agreement, dated May 21, 2014, as amended on April 8, 2015 and January 22, 2016, by and between Borrower and Lender (the “Agreement”) pursuant to Section 25(c) of the Agreement as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2016 • Viking Therapeutics, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 24, 2016, by and between VIKING THERAPEUTICS, 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”).
VIKING THERAPEUTICS, INC. May 21, 2014Viking Therapeutics, Inc. • July 1st, 2014 • Pharmaceutical preparations • Delaware
In connection with, and as a condition to, the execution and delivery to Viking Therapeutics, Inc. (“Viking”) by Ligand Pharmaceuticals Incorporated (“Ligand”) or its Affiliates of (a) that certain Master License Agreement dated as of the date hereof among Metabasis Therapeutics, Inc., an Affiliate of Ligand, Ligand and Viking (the “Master License Agreement”), (b) that certain Loan and Security Agreement dated as of the date hereof between Ligand and Viking (the “Loan and Security Agreement”), and (c) that certain Secured Convertible Promissory Note dated as of the date hereof in favor of Ligand (the “Note”), Viking and Ligand agree to the terms and obligations set forth in this letter agreement (this “Agreement”). The rights granted to Ligand herein are in addition to the rights specifically provided to Ligand and/or its Affiliates pursuant to the Master License Agreement, the Loan and Security Agreement, the Note and such other agreements as Ligand or any of its Affiliates may enter
EXTENSION OF TERM AND AMENDMENT OF SUBLEASEViking Therapeutics, Inc. • November 7th, 2018 • Pharmaceutical preparations
This Extension of Term and Amendment of Sublease (the “Agreement”), dated as of the 30th day of September, 2018, between Fish & Richardson P.C., a Massachusetts corporation, with its principal office at One Marina Park Drive, Boston, Massachusetts 02210 (“Sublandlord”) and Viking Therapeutics, Inc., a Delaware corporation, having an office at 12340 El Camino Real, San Diego, California 92130 (“Subtenant”).
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 12th, 2015 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
This Amendment No. 1 to Common Stock Purchase Agreement (this “Amendment”) is made as of May 4, 2015, by and between Viking Therapeutics, Inc., a Delaware corporation (the “Company”), and Brian Lian, Ph.D. (“Purchaser”).
