ESSA Pharma Inc. Sample Contracts
4,830,918 Shares ESSA Pharma Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • ESSA Pharma Inc. • Pharmaceutical preparations • New York
Introductory. ESSA Pharma Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,830,918 of its common shares, without par value (the “Shares”). The 4,830,918 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 724,637 Shares as provided in Section 2. The additional 724,637 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.” Jefferies LLC (“Jefferies”) and Piper Sandler & Co. (“Piper Sandler”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 6th, 2023 • ESSA Pharma Inc. • Pharmaceutical preparations • New York
ESSA Pharma Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), the Company’s common shares, without par value (the “Common Shares”), having an aggregate offering price of up to US$50,000,000 on the terms set forth in this agreement (this “Agreement”).
Office LeaseOffice Lease • December 13th, 2018 • ESSA Pharma Inc. • Pharmaceutical preparations • California
THIS OFFICE LEASE (the “Lease”) is entered into as of March 5, 2018, by and between KASHIWA FUDOSAN AMERICA, INC., a California corporation (“Landlord”) and ESSA PHARMACEUTICALS CORP., a Texas corporation (“Tenant”).
CANCER PREVENTION & RESEARCH INSTITUTE OF TAXESCancer Research Grant Contract • June 11th, 2015 • ESSA Pharma Inc. • Pharmaceutical preparations • Texas
This CANCER RESEARCH GRANT CONTRACT (“Contract”) is by and between the Cancer Prevention and Research Institute of Texas (“CPRIT”), hereinafter referred to as the “INSTITUTE”, acting through its Chief Executive Officer, and ESSA Pharma, Inc., hereinafter referred to as the “RECIPIENT”, acting through its authorized signing official.
SUBSCRIPTION AGREEMENT FOR WARRANTS OF ESSA PHARMA INC. DATED FOR REFERENCE AUGUST 23, 2019Subscription Agreement • August 23rd, 2019 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
☐ Appendix “I” - If the Purchaser is an Accredited Investor, meaning an investor meeting one or more of the criteria in Rule 501(a) of Regulation D under the U.S. Securities Act, the Purchaser has read and completed the United States Accredited Investor Representation Letter, including Schedule “A” thereto.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • December 13th, 2018 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
NOMINATION RIGHTS AGREEMENTNomination Rights Agreement • December 13th, 2018 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
WHEREAS the Investor desires to purchase an aggregate of 20,000,000 securities comprised of a combination of Shares and pre-funded common share purchase warrants of the Corporation (the “Investment”) as part of a larger offering of Shares and pre-funded common share purchase warrants of the Corporation by way of a second amended and restated prospectus supplement dated January 5, 2018 to a short form base shelf prospectus dated December 22, 2015.
FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • December 17th, 2024 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
This Amendment to the Amended and Restated License Agreement (the “Amendment”) is entered into and effective as of May 25, 2021 by and between BC CANCER, part of the Provincial Health Services Authority amalgamated under the Society Act (British Columbia), having an office at Suite 600, West 10th Avenue, Vancouver, British Columbia, Canada, V5Z 4E6 (“BC CANCER”) and The University of British Columbia, a corporation continued under the University Act (British Columbia), having its registered office at 103 – 6190 Agronomy Road, Vancouver, British Columbia, V6T 1Z3 (“UBC”) and ESSA Pharma Inc. a corporation incorporated under the laws of the Province of British Columbia located at 999 West Broadway, Suite 720, Vancouver, British Columbia V5Z 1K5 (“ESSA”) (each, a “Party” and collectively, the “Parties”).
IMPLEMENTATION AGREEMENTImplementation Agreement • May 28th, 2019 • ESSA Pharma Inc. • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24b-2 UNDER THE EXCHANGE ACT OF 1934, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...License Agreement • April 7th, 2015 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
THE BRITISH COLUMBIA CANCER AGENCY BRANCH, a branch society of the Provincial Health Services Authority amalgamated under the Society Act (British Columbia), having an office at Suite 600, West 10th Avenue, Vancouver, British Columbia, Canada, V5Z 4E6
ContractAgency Agreement • August 23rd, 2019 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
AMENDMENT AGREEMENTAmendment Agreement • September 24th, 2025 • ESSA Pharma Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT AGREEMENT is executed on September 23, 2025 by and among ESSA Pharma Inc. (“ESSA”), XenoTherapeutics, Inc. (the “Parent”), Xeno Acquisition Corp. (the “Purchaser”), and, solely for purposes of Section 10.16 of the Agreement (as defined below), XOMA Royalty Corporation (“XRC”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • ESSA Pharma Inc. • Pharmaceutical preparations • Texas
THEREFORE in consideration of the recitals and the following representations and covenants, the sufficiency of which is acknowledged by each party, the parties agree on the following terms:
FORM OF D&O VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 14th, 2025 • ESSA Pharma Inc. • Pharmaceutical preparations
The undersigned understands that Xeno Acquisition Corp. (the “Purchaser”), XenoTherapeutics, Inc., ESSA Pharma Inc. (the “Company”) and, solely for purposes of Section 10.16 thereof, XOMA Royalty Corporation wish to enter into a business combination agreement dated as of the date hereof (the “Agreement”) contemplating an arrangement (the “Arrangement”) of the Company under Division 5 of Part 9 of the Business Corporations Act (British Columbia), the result of which shall be the acquisition by the Purchaser of all the issued and outstanding common shares of the Company (the “Shares”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2015 • ESSA Pharma Inc. • Pharmaceutical preparations • Texas
THEREFORE in consideration of the recitals, the following representations and covenants and the payment of ten dollars made by each party to the other, the receipt and sufficiency of which is acknowledged by each party, the parties agree on the following terms:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2018 • ESSA Pharma Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2016, by and among ESSA Pharma Inc., a corporation incorporated under the laws of British Columbia (the “Company”), and those investors that are parties to the Subscription Agreements (as defined below) (each individually, an “Investor” and together, the “Investors”).
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24b-2 UNDER THE EXCHANGE ACT OF 1934, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...License Agreement • June 11th, 2015 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
THE BRITISH COLUMBIA CANCER AGENCY BRANCH, a branch society of the Provincial Health Services Authority amalgamated under the Society Act (British Columbia), having an office at Suite 600, West 10th Avenue, Vancouver, British Columbia, Canada, V5Z 4E6
Rieder ESSA (US) Employment AgreementEmployment Agreement • April 7th, 2015 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
This Agreement (as defined below) sets out the terms and conditions of your employment by the Company and will constitute your employment agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2019 • ESSA Pharma Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of August 27, 2019, by and between ESSA Pharma Inc., a British Columbia corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
Parkinson ESSA (US) Employment AgreementEmployment Agreement • December 14th, 2016 • ESSA Pharma Inc. • Pharmaceutical preparations • Texas
This Agreement (as defined below) sets out the terms and conditions of your employment by the Company and will constitute your employment agreement.
AGENCY AGREEMENTAgency Agreement • February 24th, 2015 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
LETTER TO SHAREHOLDERS OF ESSA PHARMA INC. ESSA Pharma Inc. Suite 720, 999 West Broadway Vancouver, BC V5Z 1K5Business Combination Agreement • July 31st, 2025 • ESSA Pharma Inc. • Pharmaceutical preparations
As previously announced, on July 13, 2025, ESSA Pharma Inc. (the “Company”), entered into a Business Combination Agreement (the “Agreement”) with XenoTherapeutics, Inc., Xeno Acquisition Corp., a wholly-owned subsidiary of Xeno (“Purchaser”) and XOMA Royalty Corporation, under which Purchaser will acquire all of the issued and outstanding common shares (the “Common Shares,” and the holders of such Common Shares, the “Shareholders”) of the Company (the “Transaction”). Pursuant to the terms of the Agreement, the Company, once it has obtained an order from the Supreme Court of British Columbia (the “Court”) authorizing it to do so, intends to reduce the capital of its Common Shares and make a concurrent distribution to Shareholders of an amount equal to the reduction in capital as part of the discontinuance and winding-up of the business of the Company (the “Distribution”) prior to the closing of the Transaction.1 Capitalized terms that are used but not defined in this letter have the mea
SUBLEASE AGREEMENTSublease Agreement • December 15th, 2015 • ESSA Pharma Inc. • Pharmaceutical preparations • Texas
THIS SUBLEASE AGREEMENT (this “Sublease Agreement”) is made and entered into on this 7th day of April, 2015 by and between Texas Heart Institute, a Texas non-profit corporation (herein “Sublessor”) and Essa Pharmaceuticals Corp., a Texas corporation (referred to herein “Sublessee”).
SECOND AMENDED AND RESTATED AGENCY AGREEMENTAgency Agreement • January 22nd, 2018 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
EXECUTIVE EMPLOYMENT AGREEMENT ESSA PHARMACEUTICALS CORP.Executive Employment Agreement • December 20th, 2019 • ESSA Pharma Inc. • Pharmaceutical preparations • California
This Agreement is entered into as of July 1, 2019 (this "Agreement") by and between ESSA PHARMACEUTICALS CORP. (the “Company”) and Alessandra Cesano ("Executive"), hereinafter collectively “the parties.”
BUSINESS COMBINATION AGREEMENT between XenoTherapeutics, Inc. – and – Xeno Acquisition CORP. – and – ESSA PHARMA INC. – and – solely for purposes of Section 10.16, XOMA Royalty CorporationBusiness Combination Agreement • July 14th, 2025 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
There are no material investigations, actions, suits or proceedings at Law or in equity or by or before any Governmental Entity now pending against or affecting the Purchaser (or its properties or assets) reasonably likely to prevent or materially delay consummation of the Contemplated Transactions.
AGENCY AGREEMENTAgency Agreement • June 11th, 2015 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia