Silverback Therapeutics, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Debt SecuritiesIndenture • January 3rd, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 202[•], among Silverback Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SILVERBACK THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • January 3rd, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SILVERBACK THERAPEUTICS, 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”).
Silverback Therapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • November 30th, 2020 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
Silverback Therapeutics, 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 Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares of the Company’s common stock, par value $0.0001 per share (“Stock,” and such shares, the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
SILVERBACK THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • January 3rd, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SILVERBACK THERAPEUTICS, 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”).
ContractSilverback Therapeutics, Inc. • November 8th, 2022 • Pharmaceutical preparations • California
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.
INDEMNITY AGREEMENTIndemnity Agreement • November 10th, 2020 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ___________ _____, 20__, is made by and between SILVERBACK THERAPEUTICS, INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
LEASE by and between BMR-500 FAIRVIEW AVENUE LLC, a Delaware limited liability company and SILVERBACK THERAPEUTICS, INC., a Delaware corporation 500 Fairview Avenue North, Seattle, WashingtonLease • November 10th, 2020 • Silverback Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) “is entered into as of this 8th day of June, 2016 (the “Execution Date”), by and between BMR-500 FAIRVIEW AVENUE LLC, a Delaware limited liability company (“Landlord”), and SILVERBACK THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: SILVERBACK THERAPEUTICS, INC., a Delaware corporation; SABRE MERGER SUB, INC., a Delaware corporation; and ARS PHARMACEUTICALS, INC., a Delaware corporation Dated as of July 21, 2022Agreement and Plan of Merger and Reorganization • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 21, 2022, by and among SILVERBACK THERAPEUTICS, INC., a Delaware corporation (“Parent”), SABRE MERGER SUB, INC. a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and ARS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SUPPORT AGREEMENTSupport Agreement • July 21st, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is made as of July 21, 2022, by and between ARS THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the Person set forth on Schedule A hereto (the “Stockholder”).
ContractSilverback Therapeutics, Inc. • October 2nd, 2020 • Pharmaceutical preparations • California
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.
SILVERBACK THERAPEUTICS, INC. CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 2nd, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Washington
This Consulting Services Agreement (“Agreement”) is made by and between Silverback Therapeutics, Inc., a Delaware corporation, and its successors or assignees (collectively, “Company”), and the undersigned Laura Shawver, Ph.D. (“Consultant”), and is effective as of September 2, 2022 (the “Effective Date”).
Lock-Up Agreement July 21, 2022Merger Agreement • July 21st, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Delaware
The undersigned (the “Stockholder”) understands that: (i) SILVERBACK THERAPEUTICS, INC., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of July 21, 2022 (the “Merger Agreement”), with ARS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and SABRE MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which at the effective time (the “Effective Time”), Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, the stockholders of the Company will receive shares of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SUPPORT AGREEMENTSupport Agreement • July 21st, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is made as of July 21, 2022, by and between SILVERBACK THERAPEUTICS, INC., a Delaware corporation (“Parent”) and the Person set forth on Schedule A hereto (the “Stockholder”).
CELL LINE LICENSE AGREEMENTLine License Agreement • November 10th, 2020 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
This Cell Line License Agreement (“Agreement”), effective as of 11 October 2019 (“EFFECTIVE DATE”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”) and Silverback Therapeutics, Inc., having its principal place of business at 500Fairview Ave. N #600, Seattle, WA 98109 (“Licensee”). WuXi Biologics and Licensee may bereferred to herein individually as a “Party” and collectively as the “Parties.”
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for BRIAN T. DORSEYEmployment Agreement • December 9th, 2022 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of October 1, 2018 (the “Effective Date”), by and between Brian T. Dorsey (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).
ContractSilverback Therapeutics, Inc. • November 10th, 2020 • Pharmaceutical preparations • California
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.
MASTER SERVICES AGREEMENTMaster Services Agreement • November 10th, 2020 • Silverback Therapeutics, Inc. • Pharmaceutical preparations
THIS MASTER SERVICES AGREEMENT is made and entered into as of January 21, 2020 (the “Effective Date”) by and between CE3 INC. having a principal place of business at 246 Goose Lane, Suite 202, Guilford, CT, USA (“CE3”) and Silverback Therapeutics, Inc., having a principal place of business at 500 Fairview Ave N, #600, Seattle WA 98109 (“Sponsor”). The term “CE3” includes CE3, Inc., its affiliates, and authorized agents. The term “Sponsor” includes Silverback Therapeutics, Inc. and its authorized agents.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTHManufacturing Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Manufacturing Agreement (the “Agreement”) is made as of this 9th day of September, 2020 (the “Effective Date”) by and between ARS Pharmaceuticals, Inc., a corporation organized under the laws of the State of California with its principal office located at [***], (hereinafter referred to as “COMPANY”) and Renaissance Lakewood, LLC, a limited liability corporation organized under the laws of the State of Delaware with a place of business at 1200 Paco Way, Lakewood, New Jersey, 08701 (hereinafter “RENAISSANCE”).
SECOND AMENDMENT TO LEASELease • September 30th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 27th day of September, 2022, by and between BMR-500 FAIRVIEW AVENUE LLC, a Delaware limited liability company (“Landlord”), and SILVERBACK THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 27th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger and Reorganization, dated as of July 21, 2022, by and among Silverback Therapeutics, Inc., a Delaware corporation (“Parent”), Sabre Merger Sub, Inc. a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and ARS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), as amended by that First Amendment, dated as of August 11, 2022 (as amended, the “Merger Agreement”), is made and entered into as of October 25, 2022. Each of Parent, Merger Sub and the Company is a “Party,” and collectively, the “Parties.” Capitalized terms used but not otherwise defined in this Amendment will have the same meanings ascribed to such terms in the Merger Agreement.
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 2 TO CELL LINE LICENSE AGREEMENTSilverback Therapeutics, Inc. • August 11th, 2022 • Pharmaceutical preparations
This Amendment No. 2 (this “Amendment”) is entered into between Silverback Therapeutics, Inc. (“Licensee”) and WuXi Biologics (Hong Kong) Limited (“WuXi Biologics”), effective as of the date of the last signature hereto, and amends, as set forth herein, the Cell Line License Agreement (the “CLLA”), effective as of 11 October, 2019 entered into between Licensee and WuXi Biologics. Each of WuXi Biologics and Licensee are referred to from time to time as a “Party” and collectively as the “Parties”. All terms used but not otherwise defined in this Amendment shall have the meanings accorded to them in the CLLA.
COLLABORATION AND DISTRIBUTION AGREEMENTCollaboration and Distribution Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of March 1st, 2021 (the “Effective Date”), by and between ARS PHARMACEUTICALS, INC., a Delaware corporation (“ARS”), having an address of 3525 Del Mar Heights Rd., #855, San Diego, CA 92130, U.S., and Pediatrix Therapeutics, a Cayman corporation (“Pediatrix”), having a registered office at Aequitas International Management Ltd., Grand Pavilion Commercial Center, Suite 24, 802 West Bay Road, P.O. Box 10281, Grand Cayman KY1-1003, Cayman Island. ARS and Pediatrix may be referred to herein individually as a “Party” or collectively as the “Parties”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. TERMINATION AGREEMENTTermination Agreement • March 23rd, 2023 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS TERMINATION AGREEMENT (the “Agreement”) is entered into as of February 22, 2023 (the “Termination Agreement Effective Date”), by and between ARS PHARMACEUTICALS, INC., a company incorporated and existing under the laws of Delaware, having its registered office at 1682 El Camino Real, Suite 120. San Diego, CA 92130, U.S. (hereinafter “ARS”), and RECORDATI IRELAND, LTD, a company incorporated and existing under the laws of Ireland, having its registered office at Raheens East, Ringaskiddy, Co Cork, P43 KD30, Republic of Ireland (hereinafter “Recordati”). Recordati and ARS are sometimes referred to herein individually as a “Party” and together as the “Parties.”
FIRST AMENDMENT TO MANUFACTURING AGREEMENTManufacturing Agreement • August 10th, 2023 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to Manufacturing Agreement (this “Amendment”), effective as of July 25, 2023 (the “Amendment Effective Date”), is made by and between ARS Pharmaceuticals Operations, Inc. formerly known as ARS Pharmaceuticals, Inc., a corporation organized under the laws of the State of California with an office at [***] (“COMPANY”) and Renaissance Lakewood, LLC, a limited liability company organized under the laws of the State of Delaware with an office at 1200 Paco Way, Lakewood, New Jersey 08701 (“RENAISSANCE”).
SILVERBACK THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 2nd, 2020 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of September 22, 2020 (the “Effective Date”), by and among Silverback Therapeutics, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of April 30, 2020 (the “Effective Date”), by and between ARS PHARMACEUTICALS, INC., a Delaware corporation (“ARS”), having an address of 3525 Del Mar Heights Rd., #855, San Diego, CA 92130, U.S., and ALFRESA PHARMA CORPORATION, a corporation organized under the laws of Japan (“ALFRESA”), having an address of 2-2-9 Kokumachi, Chuo-ku, Osaka 540-8575, Japan. ARS and ALFRESA may be referred to herein individually as a “Party” or collectively as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (hereinafter “Agreement”) is made as of the 26 April 2021 (“Effective Date”), between ARS Pharmaceuticals, Inc. (“Company”) and Brent L. Saunders (“Consultant”). Company and Consultant also are each referred to herein individually as “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO CELL LINE LICENSE AGREEMENTLine License Agreement • March 29th, 2021 • Silverback Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) is entered into between Silverback Therapeutics, Inc. (“Licensee”) and WuXi Biologics (Hong Kong) Limited (“WuXi Biologics”), effective as of the date of the last signature hereto, and amends, as set forth herein, the Cell Line License Agreement (the “CLLA”), effective as of 11 October, 2019 entered into between Licensee and WuXi Biologics. Each of WuXi Biologics and Licensee are referred to from time to time as a “Party” and collectively as the “Parties”. All terms used, but not otherwise defined, in this Amendment shall have the meanings accorded to them in the CLLA.
MASTER LABORATORY SERVICES AGREEMENTMaster Laboratory Services Agreement • November 10th, 2020 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • New York
This Master Laboratory Services Agreement (“Agreement”), when signed by the parties, will set forth the terms and conditions between Silverback Therapeutics, Inc., with its principal offices located at 500 Fairview Avenue North, Suite 600, Seattle, WA 98109, United States (“Customer”) and Q Squared Solutions LLC, with its principal offices located at 5827 South Miami Blvd, Morrisville, NC 27560, USA (“Q Squared”), under which Q Squared agrees to provide laboratory services to Customer as set forth below.
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for KATHY SCOTTEmployment Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of February 7, 2022 (the “Effective Date”), by and between Kathleen Scott (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. Confidential LICENSE AGREEMENT between ARS...License Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LICENSE AGREEMENT (this “License Agreement”) effective as of June 18, 2018 (the “Effective Date”), by and between AEGIS THERAPEUTICS, LLC, a California limited liability company (“AEGIS”), and ARS PHARMACEUTICALS, INC., a Delaware corporation (“ARS”) and together with “AEGIS,” the “Parties”).
ARS PHARMACEUTICALS, INC. CONSULTING AGREEMENT EFFECTIVE DATE: September 13, 2018Consulting Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above by and between ARS Pharmaceuticals, Inc., a Delaware corporation (“Client”), and Marlinspike Group, LLC (“Consultant”).
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for ALEXANDER A. FITZPATRICKEmployment Agreement • March 23rd, 2023 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of December 1, 2022 (the “Effective Date”), by and between Alexander A. Fitzpatrick (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).
MASTER SERVICES AGREEMENTMaster Services Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • California
THIS MASTER SERVICES AGREEMENT (hereinafter “Agreement”) is made as of the 01 July 2022 (“Effective Date”), between ARS Pharmaceuticals, Inc. (“Company”) and Pacific-Link Regulatory Consulting, Inc. (“PLC”). Company and PLC also are each referred to herein individually as “Party” and collectively as the “Parties.”
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for ERIC KARASEmployment Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of February 16, 2022 (the “Effective Date”), by and between Eric Karas (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).
