ContractTracon Pharmaceuticals, Inc. • December 29th, 2014 • Biological products, (no disgnostic substances) • 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.
INDEMNITY AGREEMENTIndemnity Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ____________________, is made by and between TRACON PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ____________________________ (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 14, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and TRACON PHARMACEUTICALS, 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:
THE AVENTINE OFFICE LEASEOffice Lease • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This Office Lease (the “Lease”), dated for reference purposes only as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between GLENBOROUGH AVENTINE, LLC, a Delaware limited liability company (“Landlord”), and TRACON PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
SEVERANCE AGREEMENTSeverance Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This Severance Agreement (the “Agreement”) is entered into by and between Patricia Bitar (“you” or “your”) and the Company. This Agreement has an effective date of September 22, 2014, (the “Effective Date”). The Board has authorized the Company to enter into this Agreement in order for you to become a Covered Employee (as defined in the Plan) and participant in the Plan as provided by the Plan. This Agreement is the Severance Agreement described in the Plan and this Agreement enumerates the Plan benefits that may be provided to you as a Covered Employee as referenced in Section II of the Plan. All provisions of this Agreement are subject to and governed by the terms of the Plan. In the event of any conflict in terms between the Plan and this Agreement, the terms of the Plan shall prevail and govern.
LICENSE AGREEMENTLicense Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
· Supply terms on this Exhibit D only pertain to supply of TRC105 drug substance (“Drug Substance”) for […***…], and do not apply to supply of […***…], or for supply of Drug Substance for […***…]. Santen will be responsible for finding a […***…] manufacturer (but Tracon can assist in this process)
LICENCE AGREEMENT between LONZA SALES AG and TRACON PHARMACEUTICALS INCLicence Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • England and Wales
LONZA SALES AG incorporated and registered in Switzerland whose registered office is at Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland (hereinafter referred to as “Lonza”), and
LICENSE AGREEMENT Case Western Reserve University — Tracon Pharmaceuticals Inc.Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Ohio
This Agreement (hereinafter “this Agreement”) entered into as of this 2nd day of August, 2006 (“Effective Date”) by and between Case Western Reserve University, an Ohio non-profit corporation, having a principal place of business at 10900 Euclid Avenue, Cleveland, Ohio 44106 (“CASE”) and Tracon Pharmaceuticals, Inc., a Delaware for-profit corporation, having a principal place of business at 4510 Executive Drive, Suite 330, San Diego, California 92121 (“Licensee”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Exclusive License Agreement (“Agreement”), effective as of November 1, 2005 (“Effective Date”), is entered into by and between Health Research, Inc., a New York corporation, with a principal place of business at Elm & Carlton Streets, Buffalo, New York 14263 (“HRI”) and ROSWELL PARK CANCER INSTITUTE (“Roswell”), with a place of business at Carlton and Elm Streets, Buffalo, New York 14263 (HRI and Roswell are collectively referred to as “Licensor”) and TRaCON Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware with offices at 787 Seventh Avenue, 48th Floor, New York, NY 10036 (“Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
This employment agreement (the “Agreement”) is entered into by and between H Casey Logan (“you” or “your”) and Tracon Pharmaceuticals, Inc., a Delaware corporation, (the “Company”). This Agreement has an effective date of [February 18, 2013] (the “Effective Date”).
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCHResearch and Development Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Agreement (this “Agreement”), dated as of May 7, 2014 by and between TRACON PHARMACEUTICALS, INC., a Delaware corporation with principal executive offices at 8910 University Center Drive, Suite 700, San Diego, California (the “Company”) and CHARLES P. THEUER whose mailing address is P.O. Box 90729, San Diego, California 92169 (the “Executive”).
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR NCI DIVISION OF CANCER TREATMENT AND DIAGNOSIS (DCTD) EXTRAMURAL PHS CLINICAL RESEARCHAgreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted on December 8, 2010 by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
TRACON PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 19, 2014Investors’ Rights Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 19th day of September, 2014, by and among TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR EXTRAMURAL-PHS CLINICAL RESEARCHAgreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • District of Columbia
also be referred to as Investigational Agent, Study Material, or Study Product. For this Agreement, Investigational Agent means TRC105.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • December 29th, 2014 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Sponsored Research Agreement (together with Exhibits A, B, C and D the “Agreement”) is effective as of December 16, 2014 (“Effective Date”) by and between the Tufts Medical Center, Inc., a not-for-profit Massachusetts corporation having offices at the 800 Washington Street, Box 817, Boston, MA 02111 (“Tufts MC”), and TRACON Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 8910 University Center Lane, Suite 700, San Diego, CA 92122 (“Sponsor”).
