HILLEVAX, INC. 8,000,000 Shares of Common Stock Underwriting AgreementHilleVax, Inc. • September 20th, 2023 • Biological products, (no disgnostic substances) • New York
HilleVax, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2022 • HilleVax, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between HilleVax, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
HilleVax, Inc.HilleVax, Inc. • April 6th, 2022 • Biological products, (no disgnostic substances) • California
HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective March 1, 2021 and amends and restates in its entirety the offer letter between the Company and you that was dated February 8, 2021.
LICENSE AGREEMENT BY AND BETWEEN TAKEDA VACCINES, INC. AND HILLEVAX, INC.License Agreement • April 6th, 2022 • HilleVax, Inc. • Biological products, (no disgnostic substances) • New York
This License Agreement (this “Agreement”) is made effective as of July 2, 2021 (the “Effective Date”) by and between Takeda Vaccines, Inc., a company incorporated under the laws of Delaware having its principal place of business at 75 Sidney Street, Cambridge, Massachusetts 02139, U.S.A. (“Takeda”), and HilleVax, Inc., a company incorporated under the laws of Delaware having its principal place of business at 601 Union Street, Suite 3200, Seattle, Washington, 98101, U.S.A. (“Licensee”). Licensee and Takeda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 18th, 2022 • HilleVax, Inc. • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of April 18, 2022 and is entered into by and among HILLEVAX, INC., a Delaware corporation (“HilleVax”), each other Person from time to time party hereto that has delivered a Joinder Agreement pursuant to Section 7.13 from time to time party hereto as a co-borrower (together with HilleVax, individually or collectively, as the context may require, “Borrower”), the Guarantors from time to time party hereto, the several banks and other financial institutions or entities from time to time parties to this Agreement (each, a “Lender”, and collectively “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, “Agent”).
ContractHilleVax, Inc. • April 6th, 2022 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
Amended and Restated EMPLOYMENT AGREEMENT betweenEmployment Agreement • March 17th, 2023 • HilleVax, Inc. • Biological products, (no disgnostic substances)
HILLEVAX, INC.HilleVax, Inc. • March 17th, 2023 • Biological products, (no disgnostic substances) • Massachusetts
HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the offer letter between the Company and you that was dated November 16, 2021 (the “Prior Agreement”).
HilleVax, Inc.Stock Restriction Agreement • March 17th, 2023 • HilleVax, Inc. • Biological products, (no disgnostic substances) • California
HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this second amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the amended and restated offer letter between the Company and you that was dated March 1, 2021 (the “Prior Agreement”).
HILLEVAX, INC. Common Stock ($0.0001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTHilleVax, Inc. • May 12th, 2023 • Biological products, (no disgnostic substances) • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2023 • HilleVax, Inc. • Biological products, (no disgnostic substances) • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 16, 2023, is entered into by and among HILLEVAX, INC., a Delaware corporation (“HilleVax” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (each, a “Lender” and collectively, “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, “Agent”).
HilleVax, Inc.HilleVax, Inc. • March 20th, 2024 • Biological products, (no disgnostic substances) • New Jersey
HilleVax, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”), effective as of January 16, 2024.
HilleVax, Inc.HilleVax, Inc. • April 6th, 2022 • Biological products, (no disgnostic substances) • Washington
HilleVax, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”), effective as of February 8, 2021.
ContractTransitional Services Agreement • February 28th, 2022 • HilleVax, Inc. • Biological products, (no disgnostic substances)
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HILLEVAX, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HILLEVAX, INC. IF PUBLICLY DISCLOSED.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2023 • HilleVax, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 9, 2023, is entered into by and among HILLEVAX, INC., a Delaware corporation (“HilleVax” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (each, a “Lender” and collectively, “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, “Agent”).
HilleVax, Inc.Stock Restriction Agreement • March 20th, 2024 • HilleVax, Inc. • Biological products, (no disgnostic substances) • New York
HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this third amended and restated offer letter (this “Agreement”). This Agreement is entered into effective February 19, 2024 and amends and restates in its entirety the amended and restated offer letter between the Company and you that was dated January 6, 2023 (the “Prior Agreement”).
HILLEVAX, INC. NOTE PURCHASE AGREEMENT August 31, 2021Note Purchase Agreement • April 6th, 2022 • HilleVax, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of August 31, 2021, by and among HilleVax, Inc., a Delaware corporation (the “Company”), and the lenders (each, a “Lender” and collectively, the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”), and the Common Holders (as defined herein) (collectively, the “Parties”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
AGREEMENT OF MERGERAgreement of Merger • April 6th, 2022 • HilleVax, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT OF MERGER, dated as of February 8, 2021 (this “Agreement”), among HilleVax, Inc., a Delaware corporation (“HilleVax”), YamadaCo III, Inc., a Delaware corporation (“YamadaCo”) and North Bridge V, Inc., a Delaware corporation (“North Bridge”).
