ContractCarbylan Therapeutics, Inc. • September 19th, 2014 • 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.
ContractCarbylan Therapeutics, Inc. • September 19th, 2014 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDEIR 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 26, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CARBYLAN BIOSURGERY, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Ms. Marcee M. Maroney [Home Address] Re: Amended and Restated Employment Agreement Dear Marcee:Employment Agreement • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
As discussed, this letter agreement (“Agreement”) amends and restates the terms of your continued employment with Carbylan Therapeutics, Inc. (the “Company”). This Agreement will be effective as of its date, provided that you sign, date and return this fully signed Agreement within five (5) business days after you receive it.
Mr. Timothy l. Trapp [Home Address] Re: Employment Agreement Dear Tim:Release Agreement • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
We are pleased to extend you this offer of employment with Carbylan Therapeutics, Inc. (the “Company”), contingent upon the conditions outlined in Section 8 below. This letter (the “Agreement”) contains the terms of our employment offer.
COMMERCIAL LEASECommercial Lease • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LEASE is entered into as of January 26, 2012 (the “Effective Date”), by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord’’), and CARBYLAN BIOSURGERY, INC, a Delaware corporation (“Tenant”), in the following factual context:
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of December, 2013 (the “Third Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Biosurgery, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of December 21, 2012, is made by and among Carbylan Biosurgery, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (as herein defined) listed on Exhibit A attached hereto, and the holders of the Company’s Series B Preferred Stock (as herein defined) listed on Exhibit A attached hereto.
CARBYLAN BIOSURGERY, INC. GEORGE Y. DANILOFF EMPLOYMENT AGREEMENTDaniloff Employment Agreement • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California
This Agreement is entered into effective as of December 16, 2005 (the “Effective Date”) by and between Carbylan Biosurgery, Inc., a Delaware corporation, (f.k.a. Sentrx Surgical, Inc.) (the “Company”), and George Y. Daniloff (“Executive”).
SECOND AMENDMENT TO WARRANT TO PURCHASE STOCK [October 26, 2011 Warrant]Warrant to Purchase Stock • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO WARRANT TO PURCHASE STOCK (this “Amendment”) is deemed effective as of February 12th, 2013, by and between SVB FINANCIAL GROUP (“SVB Financial Group” or “Holder”) and CARBYLAN BIOSURGERY, INC., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENT for David RenziExecutive Employment Agreement • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”) is made between Carbylan BioSurgery, Inc. (the “Company”) and David Renzi (‘‘Executive”)(collectively, the ‘‘Parties”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 15th day of February, 2013 (the “Second Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Biosurgery, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 19th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 27nd day of July, 2012 (the “First Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Biosurgery, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.
FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK [October 26, 2011 Warrant]Carbylan Therapeutics, Inc. • September 19th, 2014 • Pharmaceutical preparations
THIS FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK (this “Amendment”’) is deemed effective as of July 27, 2012, by and between SVB FINANCIAL GROUP (“SVB Financial Group” or “Holder”) and CARBYLAN BIOSURGERY, INC., a Delaware corporation (the “Company”).
