Silverback Therapeutics, Inc. Sample Contracts
ARS Pharmaceuticals, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • January 31st, 2025 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among ARS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
ARS Pharmaceuticals, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • January 31st, 2025 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ARS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ARS PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • January 31st, 2025 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARS PHARMACEUTICALS, 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”).
ARS PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • January 31st, 2025 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARS PHARMACEUTICALS, 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”).
ARS PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • January 31st, 2025 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARS PHARMACEUTICALS, 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”).
ContractWarrant Agreement • November 8th, 2022 • Silverback Therapeutics, Inc. • 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., 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”):
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”).
INDEMNITY AGREEMENTIndemnification 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”).
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, 2022Merger Agreement • 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.
ContractWarrant Agreement • October 2nd, 2020 • Silverback Therapeutics, Inc. • 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.
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”).
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”).
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for BRIAN T. DORSEYExecutive Employment 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”).
Lock-Up Agreement July 21, 2022Lock-Up 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 AGREEMENTCell Line 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.”
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THE INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL....Credit Agreement • September 29th, 2025 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of September 29, 2025 among ARS PHARMACEUTICALS OPERATIONS, INC., a Delaware corporation (the “Borrower”), ARS PHARMACEUTICALS, INC., a Delaware corporation ( “Parent”), as a Guarantor (defined herein), the other Guarantors from time to time party hereto, the Lenders (defined herein) from time to time party hereto and RA CAPITAL AGENCY SERVICES, LLC, a Delaware limited liability company, as Administrative Agent (defined herein) for the Lenders.
SECOND AMENDMENT TO CO-PROMOTION AGREEMENTCo-Promotion Agreement • May 15th, 2026 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations
This Second Amendment to Co-Promotion Agreement (this “Amendment”), effective as of March 5, 2026, is made by and between ARS Pharmaceuticals Operations, Inc., a Delaware corporation (“ARS”), having an office at 11682 El Camino Real, Suite 300, San Diego CA 92130, U.S., and ALK-Abelló, Inc., a Delaware corporation having an office at 135 Route 202/206 Suite #16, Bedminster, New Jersey 07921 (“ALK”).
ContractWarrant Agreement • November 10th, 2020 • Silverback Therapeutics, Inc. • 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.
FIRST AMENDMENT TO COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • May 15th, 2026 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to Commercial Supply Agreement (this “Amendment”), effective as of March 11, 2026 (the “First Amendment Effective Date”), is made by and between ARS Pharmaceuticals Operations, Inc., a Delaware corporation (“Supplier”), having an office at 11682 El Camino Real, Suite 300 San Diego CA 92130, U.S., and ALK-ABELLÓ A/S, Bøge Allé 6-8, 2970 Hørsholm, Denmark Supplier reg. no. 63717916 (“Purchaser”).
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.
ARS PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for DONN CASALEExecutive Employment Agreement • May 13th, 2026 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of May 12, 2026 (the “Effective Date”), by and between Donn Casale (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).
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 AGREEMENTCell Line License Agreement • August 11th, 2022 • Silverback Therapeutics, Inc. • 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.”
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • March 20th, 2025 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Commercial Supply Agreement (“Agreement”) is entered into as of November 9, 2024 (the “Effective Date”), by and between ARS Pharmaceuticals Operations, Inc., a Delaware corporation, having an address of 11682 El Camino Real, Ste 120, San Diego, CA 92130, U.S. (“Supplier”) and ALK-Abelló A/S, Bøge Allé 6-8, 2970 Hørsholm, Denmark company reg. no. 63717916 (“Purchaser”). Supplier and Purchaser may each be referred to herein individually as a “Party” and collectively as the “Parties”.
CO-PROMOTION AGREEMENTCo-Promotion Agreement • August 13th, 2025 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Co-Promotion Agreement (this “Agreement”) is entered into as of May 2, 2025 (the “Effective Date”), by and between ARS Pharmaceuticals Operations, Inc., a corporation organized under the laws of Delaware (“ARS”), with offices at 11682 El Camino Real, Suite 120, San Diego, CA 92130, and ALK-Abelló, Inc., a Delaware corporation with offices at 135 Route 202/206 Suite #16, Bedminster, New Jersey 07921 (“ALK”). Each of ARS and ALK is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
ARS Supply AgreementArs Supply Agreement • March 20th, 2025 • ARS Pharmaceuticals, Inc. • Pharmaceutical preparations
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”).