5,000,000 Shares Equillium, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2020 • Equillium, Inc. • Pharmaceutical preparations • New York
EQUILLIUM, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • January 6th, 2023 • Equillium, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between EQUILLIUM, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2020 • Equillium, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 27, 2020, is entered into by and between EQUILLIUM, INC., a Delaware corporation (the “Company”), and LINCOLN PARK 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 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”).
EQUILLIUM, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • November 13th, 2019 • Equillium, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between EQUILLIUM, 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”).
AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • January 6th, 2023 • Equillium, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between EQUILLIUM, 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”).
OPEN MARKET SALE AGREEMENTSMEquillium, Inc. • July 14th, 2020 • Pharmaceutical preparations • New York
EQUILLIUM, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • November 13th, 2019 • Equillium, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between EQUILLIUM, 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”).
PURCHASE AGREEMENTPurchase Agreement • March 30th, 2020 • Equillium, Inc. • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2020, is entered into by and between EQUILLIUM, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
INDEMNITY AGREEMENTIndemnity Agreement • September 17th, 2018 • Equillium, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between EQUILLIUM, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
EQUILLIUM, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Debt Securities Warrant Agreement • November 13th, 2019 • Equillium, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between EQUILLIUM, 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”).
ContractEquillium, Inc. • November 12th, 2019 • 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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
STANDARD OFFICE LEASE LA JOLLA SHORES PLAZAOffice Lease • September 17th, 2018 • Equillium, Inc. • Pharmaceutical preparations • California
THIS STANDARD OFFICE LEASE (“Lease”) is entered into effective as of February 1, 2018 (“Effective Date”), between LA JOLLA SHORES PLAZA, LLC, a California limited liability company (“Landlord”), and EQUILLIUM, INC., A Delaware Corporation (“Tenant”). Landlord and Tenant agree as follows:
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 9th, 2023 • Equillium, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of May 22, 2017 (the “Effective Date”), by and between EQUILLIUM, INC., a corporation organized under the laws of the State of Delaware, USA, with its principal office at 2223 Avenida de la Playa, Suite 108, La Jolla, California 92037, USA (“Equillium”), and BIOCON SA, a company organized under the laws of Switzerland with its principal place of business at c/o BDO SA, Rue De l’Avenir 2, 2800 Delemont, Switzerland (“Biocon”).
CLINICAL SUPPLY AGREEMENTClinical Supply Agreement • August 9th, 2023 • Equillium, Inc. • Pharmaceutical preparations • New York
THIS CLINICAL SUPPLY AGREEMENT (the “Agreement”) is entered into effective as of May 22, 2017 (the “Effective Date”), by and between EQUILLIUM, INC., a corporation organized under the laws of the State of Delaware, USA, with its principal office at 2223 Avenida de la Playa, Suite 108, La Jolla, California 92037, USA (“Equillium”), and BIOCON SA, a company organized under the laws of Switzerland with its principal place of business at c/o BDO SA, Rue De l’Avenir 2, 2800 Delemont, Switzerland (“Biocon”).
FIFTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 23rd, 2023 • Equillium, Inc. • Pharmaceutical preparations
This Fifth Amendment to Collaboration and License Agreement (“Amendment”) is made and entered into effective as of November 18, 2022 (the “Amendment Date”), by and between Equillium, Inc., a corporation organized under the laws of the State of Delaware, USA, with its principal office at 2223 Avenida de la Playa, Suite 108, La Jolla, California 92037, USA (“Equillium”), and Biocon Limited, a company incorporated and existing under the laws of India and having its registered office at 20th KM, Hosur Road, Electronics City P.O. Bangalore 560 100, India (“Biocon”).
OPEN MARKET SALE AGREEMENTSMEquillium, Inc. • October 5th, 2023 • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2019 • Equillium, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of September 30, 2019 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and EQUILLIUM, INC., a Delaware corporation with offices located at 2223 Avenida de la Playa, Suite 108, La Jolla, California 92037 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 13th, 2021 • Equillium, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 23, 2021 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and EQUILLIUM, INC., a Delaware corporation with offices located at 2223 Avenida de la Playa, Suite 105, La Jolla, California 92037 (“Borrower”).
FIRST AMENDMENT TO OFFER LETTEROffer Letter • March 26th, 2020 • Equillium, Inc. • Pharmaceutical preparations • California
This First Amendment to Offer Letter (this “Amendment”), amending that certain Offer Letter (the “Offer Letter”), dated August 1, 2018, by and between Equillium, Inc. (the “Company”) and Krishna Polu, M.D. (the “Executive”), is entered into effective as of January 1, 2020. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Offer Letter.
FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • October 2nd, 2018 • Equillium, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT (“Amendment”) is made and entered into effective as of September 28, 2018 (the “Amendment Date”), by and between EQUILLIUM, INC., a corporation organized under the laws of the State of Delaware, USA, with its principal office at 2223 Avenida de la Playa, Suite 108, La Jolla, California 92037, USA (“Equillium”), and BIOCON LIMITED, a company incorporated and existing under the laws of India and having its registered office at 20th KM, Hosur Road, Electronics City P.O. Bangalore 560 100, India (“Biocon”).
EQUILLIUM, INC. SECOND AMENDMENT TO OFFER LETTEROffer Letter • September 28th, 2020 • Equillium, Inc. • Pharmaceutical preparations • California
This Second Amendment to Offer Letter (this “Amendment”), amending that certain Offer Letter (the “Offer Letter”), dated August 1, 2018, by and between Equillium, Inc. (the “Company”) and Krishna Polu, M.D. (the “Executive”) as amended by the First Amendment to Offer Letter, effective January 1, 2020, is entered into effective as of September 28, 2020. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Offer Letter.
SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 26th, 2020 • Equillium, Inc. • Pharmaceutical preparations
This Second Amendment To Collaboration and License Agreement (“Amendment”) is made and entered into effective as of April 22, 2019 (the “Amendment Date”), by and between Equillium, Inc., a corporation organized under the laws of the State of Delaware, USA, with its principal office at 2223 Avenida de la Playa, Suite 108, La Jolla, California 92037, USA (“Equillium”), and Blocon Limited, a company incorporated and existing under the laws of India and having its registered office at 20th KM, Hosur Road, Electronics City P.O. Bangalore 560 100, India (“Biocon”).
FIRST AMENDMENT TO OFFER LETTEROffer Letter • March 26th, 2020 • Equillium, Inc. • Pharmaceutical preparations • California
This First Amendment to Offer Letter (this “Amendment”), amending that certain Offer Letter (the “Offer Letter”), dated June 1, 2018, by and between Equillium, Inc. (the “Company”) and Bruce D. Steel (the “Executive”), is entered into effective as of January 1, 2020. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Offer Letter.
CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 2022 • Equillium, Inc. • Pharmaceutical preparations
THIS CONSENT AND THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of February 14, 2022, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender, EQUILLIUM, INC., a Delaware corporation with offices located at 2223 Avenida de la Playa, Suite 105, La Jolla, California 92037 (“Existing Borrower”), and BIONIZ THERAPEUTICS, INC., a Delaware corporation with offices located at 5 Mason, Ste 2
ASSET PURCHASE AGREEMENT between Ono Pharmaceutical Co., Ltd., and Equillium, Inc. Dated as of December 5, 2022Asset Purchase Agreement • March 23rd, 2023 • Equillium, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”) is being entered into as of December 5, 2022, by and between Ono Pharmaceutical Co., Ltd., a Japan kabushiki kaisha (“Ono”), and Equillium, Inc., a Delaware corporation (“Equillium”). Ono and Equillium are referred to herein individually as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 2022 • Equillium, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of December 18, 2020 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and EQUILLIUM, INC., a Delaware corporation with offices located at 2223 Avenida de la Playa, Suite 108, La Jolla, California 92037 (“Borrower”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSConfidential Separation Agreement and General Release • March 23rd, 2022 • Equillium, Inc. • Pharmaceutical preparations • California
This Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Equillium, Inc. (“Company”) and Dolca Thomas (“Employee”). The Company and Employee may also be referred to in this Separation Agreement as a Party and collectively as “the Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2021 • Equillium, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 3rd day of February, 2021, by and among Equillium, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages hereto (the “Investors”).
FIRST AMENDMENT TO OFFER LETTEROffer Letter • March 26th, 2020 • Equillium, Inc. • Pharmaceutical preparations • California
This First Amendment to Offer Letter (this “Amendment”), amending that certain Offer Letter (the “Offer Letter”), dated January 19, 2018, by and between Equillium, Inc. (the “Company”) and Christine Zedelmayer (the “Executive”), is entered into effective as of January 1, 2020. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Offer Letter.
FIRST AMENDMENT TO OFFER LETTEROffer Letter • March 26th, 2020 • Equillium, Inc. • Pharmaceutical preparations • California
This First Amendment to Offer Letter (this “Amendment”), amending that certain Offer Letter (the “Offer Letter”), dated June 1, 2018, by and between Equillium, Inc. (the “Company”) and Daniel M. Bradbury (the “Executive”), is entered into effective as of January 1, 2020. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Offer Letter.
FOURTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 13th, 2021 • Equillium, Inc. • Pharmaceutical preparations
("Amendment") is made and entered into effective as of April 14, 2021 (the "Amendment Date"), by and between EQUILLIUM, INC., a corporation organized under the laws of the State of Delaware, USA, with its principal office at 2223 Avenida de la Playa, Suite 108, La Jolla, California 92037, USA ("Equillium''), and BIOCON LIMITED, a company incorporated and existing under the laws of India and having its registered office at 20th KM, Hosur Road, Electronics City P.O. Bangalore 560 100, India ("Biocon'').
ContractEquillium, Inc. • September 26th, 2022 • Pharmaceutical preparations
On September 6, 2022, Equillium, Inc., or Equillium, Equillium Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Equillium, or Acquisition Sub, Triumph Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Acquisition Sub, or Merger Sub, and Metacrine, Inc., a Delaware corporation, or Metacrine, entered into an Agreement and Plan of Merger, or the Merger Agreement. Pursuant to the terms and conditions of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into Metacrine, or the Merger, whereupon the separate corporate existence of Merger Sub will cease, with Metacrine continuing as the surviving corporation of the Merger as a wholly-owned indirect subsidiary of Equillium.
THIRD AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 26th, 2020 • Equillium, Inc. • Pharmaceutical preparations
This Third Amendment to Collaboration and License Agreement (“Amendment”) is made and entered into effective as of December 10, 2019 (the “Amendment Date”), by and between Equillium, Inc., a corporation organized under the laws of the State of Delaware, USA, with its principal office at 2223 Avenida de la Playa, Suite 108, La Jolla, California 92037, USA (“Equillium”), and Biocon Limited, a company incorporated and existing under the laws of India and having its registered office at 20th KM, Hosur Road, Electronics City P.O. Bangalore 560 100, India (“Biocon”).
