EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (the “Agreement”; JHU Agreement Ref. No.: Al2062) is BETWEEN: UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION a corporation owned by the University of Victoria and having its...Exclusive License Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations
WHEREAS, IDC is the University of Victoria’s (UVic’s) corporation for commercialization of intellectual property and discoveries; and
EXCLUSIVE LICENSE AMENDING AGREEMENTExclusive License Amending Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations
UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION, a corporation owned by the University of Victoria, having its principal office at R-Hut, McKenzie Avenue, Victoria, British Columbia, Canada, V8W 3W2
Exclusive License AgreementExclusive License Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
Made this 28th day of April, 2010 (the “Effective Date”) by and between Protox Therapeutics Inc., a corporation duly organized and existing under the laws of British Columbia and having its registered office at 1210 - 885 West Georgia Street, Vancouver, BC, Canada (hereinafter called “Protox”) and Kissei Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its registered office at 19-48, Yoshino, Matsumoto, Nagano Prefecture, Japan (hereinafter called “Kissei”).
Amendment to Exclusive License AgreementExclusive License Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations
UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION, having its principle office at R-Hut, McKenzie Ave, University of Victoria, Victoria, BC, Canada, V8W 3W2
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 15, 2011 (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, the “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 (each a “Lender” and collectively, the “Lenders”), and PROTOX THERAPEUTICS INC., a corporation amalgamated under the Business Corporations Act (British Columbia), with offices located at 1500 – 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8 (“Parent”) and PROTOX THERAPEUTICS CORP., a Delaware corporation, with offices located at 1258 Prospect Street, La Jolla, California, 92037 (“Protox US” and, collectively with Parent, “Borrowers” and, each individually, a “Borrower”), provides the terms on which the Lenders shall len
ContractCertain Lease Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations
First Amendment to that Certain Lease Agreement dated April 15, 2011, by and between Allison-Zongker, L.P. (“Landlord”), and Protox Therapeutics Corp., a Delaware Corporation (“Tenant”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations
This Intellectual Property Security Agreement is entered into as of the Effective Date by and between OXFORD FINANCE LLC, as collateral agent for the Lenders (the “Lenders”) described in the Loan Agreement (in such capacity, the “Collateral Agent”) and PROTOX THERAPEUTICS INC. (“Grantor”).
ContractSophiris Bio Inc. • December 7th, 2012 • Pharmaceutical preparations • New York
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE, IN CONSIDERATION OF the premises and mutual covenants herein contained, and in consideration of the Indemnitee’s service or continued service as a director and/or an officer of the Company or any Affiliate, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Indemnitee do hereby covenant and agree as follows.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations
This Intellectual Property Security Agreement is entered into as of the Effective Date by and between OXFORD FINANCE LLC, as collateral agent for the Lenders (the “Lenders”) described in the Loan Agreement (in such capacity, the “Collateral Agent”) and PROTOX THERAPEUTICS CORP. (“Grantor”).
PROTOX THERAPEUTICS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is entered into as of the day of September, 2011 (the “Effective Date”), by and between Alex Casdin (“Executive”) and Protox Therapeutics Corp. (the “Company”).
SOPHIRIS BIO CORP. EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is entered into as of August 16, 2012, by and between Randall E. Woods (“Executive”) and Sophiris Bio Corp. (the “Company”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations • British Columbia
PROTOX THERAPEUTICS INC., a company duly incorporated pursuant to the laws of British Columbia and having its registered office at 2900 — 550 West Georgia Street, Vancouver, BC V6C 0A3
PROTOX THERAPEUTICS INC.Sophiris Bio Inc. • December 7th, 2012 • Pharmaceutical preparations
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by PROTOX THERAPEUTICS INC., a corporation amalgamated under the Business Corporations Act (British Columbia) (the “Company”), the Company hereby grants to OXFORD FINANCE LLC and/or its affiliates (collectively, the “Lender”) the right to purchase up to USD $1,000,000 in the aggregate (or up to the CDN dollar equivalent thereof on the date of exercise) of Qualified Financing Securities (as defined below) in one or more Qualified Financings (as defined below), subject to regulatory approval. Lender shall not have any obligation to purchase Qualified Financing Securities in any Qualified Financing. Any Lender purchaser of Qualified Financing Securities shall be an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”).
PROTOX THERAPEUTICS INC.Sophiris Bio Inc. • December 7th, 2012 • Pharmaceutical preparations • British Columbia
Reference is made to that certain Investment Agreement, dated as of September 28, 2010 (as the same may be amended from time to time, the “Investment Agreement”); by and among Protox Therapeutics Inc., a British Columbia corporation (the “Company”) and you and to the several indemnification agreements, dated as of the date hereof, by and between the Company and certain individuals who have agreed to serve as directors of the Company (each a “Purchaser Designee”) (as such indemnification agreements may be amended from time to time and including any additional agreement or documents providing for indemnification of any Purchaser Designees by the Company that may exist in the future, collectively, the “Indemnification Agreements”). All initially capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Indemnification Agreements or the Investment Agreement, as applicable.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations • British Columbia
PROTOX THERAPEUTICS INC., a company duly incorporated pursuant to the laws of British Columbia and having its registered office at 2900 — 550 West Georgia Street, Vancouver, BC V6C 0A3
CONSULTING AGREEMENTConsulting Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations • British Columbia
PROTOX THERAPEUTICS INC., a company duly incorporated pursuant to the laws of British Columbia and having its registered office at 2900 550 – West Georgia Street, Vancouver, BC V6C 0A3
CONSULTING AGREEMENT AMENDMENT #1Consulting Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations • British Columbia
PROTOX THERAPEUTICS INC., a company duly incorporated pursuant to the laws of British Columbia and having its registered office at 2900—550 West Georgia Street, Vancouver, BC, V6C 0A3
