EXCLUSIVE LICENSE AMENDING AGREEMENTExclusive License Amending Agreement • January 22nd, 2013 • 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 AGREEMENT This Exclusive License Agreement (the “Agreement”) is BETWEEN: UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION a corporation owned by the University of Victoria and having its principle office at R-Hut,...Exclusive License Agreement • January 22nd, 2013 • 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 AgreementExclusive License Agreement • January 22nd, 2013 • 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”).
PROTOX THERAPEUTICS INC.Sophiris Bio Inc. • January 22nd, 2013 • 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.
Amendment to Exclusive License AgreementExclusive License Agreement • January 22nd, 2013 • 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 • January 22nd, 2013 • 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 • January 22nd, 2013 • 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 • January 22nd, 2013 • 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”).
STANDARD LEASE*Standard Lease • January 22nd, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This STANDARD LEASE (“Lease”), dated for reference purposes only April 15, 2011 is entered into by ALLISON – ZONGKER, L.P. (“Landlord”), and Protox Therapeutics Corp. a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 22nd, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of January 17, 2013, by and between 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 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender, and SOPHIRIS BIO INC (f/k/a 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 SOPHIRIS BIO CORP. (f/k/a PROTOX THERAPEUTICS CORP.), a Delaware corporation, with offices located at 1258 Prospect Street, La Jolla, California, 92037 (“Sophiris US” and, collectively with Parent
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 22nd, 2013 • 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”).
TECHNOLOGY TRANSFER AND SUPPLY AGREEMENT BETWEEN: Sophiris Bio Corp. (Formerly Protox Therapeutics Corp.) California USA (hereinafter referred to as “Sophiris”) and Boehringer Ingelheim RCV GmbH & Co KG Dr. Boehringer Gasse 5-11 (hereinafter referred...Technology Transfer and Supply Agreement • January 22nd, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
WHEREAS, BI RCV and its Affiliate BIP (as defined below) own facilities specialised for GMP manufacture of biopharmaceuticals and employ personnel who have experience in process development, the production, quality control as well as in the registration of biopharmaceuticals for clinical trials and commercial sale in the United States, Europe and elsewhere; and
