ContractClarus Therapeutics Inc • May 23rd, 2014 • Pharmaceutical preparations • Delaware
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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 23rd, 2014 • Clarus Therapeutics 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 April 9, 2013 (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 (“SVB”) (each a “Lender” and collectively, the “Lenders”), and CLARUS THERAPEUTICS, INC., a Delaware corporation with offices located at 555 Skokie Boulevard, Suite #340, Northbrook, Illinois 60062 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ContractClarus Therapeutics Inc • May 23rd, 2014 • Pharmaceutical preparations • Delaware
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.
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND ANY OF SUCH SECURITIES MAY NOT BE SOLD, OFFERED...Clarus Therapeutics Inc • May 23rd, 2014 • Pharmaceutical preparations
THIS UNSECURED CONVERTIBLE PROMISSORY NOTE (AND ALL PAYMENT AND ENFORCEMENT PROVISIONS HEREIN) IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF [JANUARY 3, 2014] [MAY 21, 2014], BY AND AMONG THE HOLDER (AS DEFINED HEREIN), THE LENDERS THAT ARE PARTY TO THE AGREEMENT (AS DEFINED HEREIN), THE COMPANY (AS DEFINED HEREIN), AND OXFORD FINANCE LLC (THE “SUBORDINATION AGREEMENT”). IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS NOTE AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL.
API SUPPLY AGREEMENT by and between PFIZER INC. and CLARUS THERAPEUTICS, INC. dated as of September 11, 2013Api Supply Agreement • May 23rd, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • New York
This API SUPPLY AGREEMENT (this “Supply Agreement” or this “Agreement”), dated as of September 11, 2013 (the “Supply Agreement Effective Date”), is by and between Pfizer Inc. (“Pfizer”), organized and existing under the laws of Delaware and doing business at 235 East 42nd Street, New York, NY 10017 and CLARUS THERAPEUTICS, INC., a corporation with offices at 555 SKOKIE BLVD., SUITE 340, NORTHBROOK, IL 60062 (“Customer”).
SUPPLY AGREEMENT Between XIANJU Pharmaceutical Co. LTD and CLARUS THERAPEUTICS, INC.Agreement • May 23rd, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • New York
THIS AGREEMENT (this “Agreement”) is entered into as of this 9th day of January, 2014 (the “Effective Date”), by and between XIANJU Pharmaceutical Co. LTD, a corporation organized and existing under the laws of The People’s Republic of China and having its registered office at No. 1 Xianyao Road, XIANJU, Zhejiang China 317300, and its Affiliates, hereinafter referred to as “XIANJU”, and CLARUS Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, with its principal offices located at 555 Skokie Boulevard, Suite 340, Northbrook, IL 60062, hereinafter referred to as “CLARUS”.
SOFTGEL COMMERCIAL MANUFACTURING AGREEMENTManufacturing Agreement • May 23rd, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • New Jersey
This Softgel Commercial Manufacturing Agreement (“Agreement”) is made this 23rd day of July, 2009, by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 2725 Scherer Drive, St. Petersburg, Florida 33716 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 500 Skokie Blvd., #250, Northbrook, IL 60062 (“Client”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 23rd, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations
Clarus Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth herein. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). This Stock Option is intended to constitute a non-qualified deferred compensation arrangement that complies with the requirements of Section 409A of the Code.
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • Delaware
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of May 21, 2014 (this “Agreement”), among Clarus Therapeutics, Inc., a Delaware corporation (the “Corporation”), and the Investors (as hereinafter defined).
OFFICE LEASE between MJH NORTHBROOK LLC (Landlord) and CLARUS THERAPEUTICS, INC. (Tenant) COMBINED CENTRE 555 Skokie Boulevard Northbrook, IL 60062Office Lease • May 23rd, 2014 • Clarus Therapeutics Inc • Pharmaceutical preparations • Illinois
THIS OFFICE LEASE (“Lease”) is entered into by Landlord and Tenant on the date set forth in the following Basic Lease Information. Landlord and Tenant hereby agree as follows:
WARRANT TO PURCHASE STOCKClarus Therapeutics Inc • May 23rd, 2014 • Pharmaceutical preparations
This Warrant is being issued as one of a series of warrants pursuant to, and is subject to, the terms and conditions of the Note and Warrant Purchase Agreement, dated as of November , 2010 (the “Warrant Issuance Date”), by and among the Company, the Holder and the other parties thereto (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement.
WARRANT TO PURCHASE STOCKClarus Therapeutics Inc • May 23rd, 2014 • Pharmaceutical preparations
This Warrant is being issued as one of a series of warrants pursuant to, and is subject to, the terms and conditions of the Note and Warrant Purchase Agreement, dated as of May 19, 2014, as amended, by and among the Company, the Holder and the other parties thereto (the “Purchase Agreement”). For the avoidance of doubt, the Additional Warrants (as defined in the Purchase Agreement) shall be considered Warrants for all purposes of this Warrant. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement.
