LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2013 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of September 27, 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 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and SORRENTO THERAPEUTICS, INC., a Delaware corporation (“Parent”), and IGDRASOL, INC., a Delaware corporation, with offices located at 6042 Cornerstone Court, Suite B, San Diego, CA 92121 (individually and collectively, jointly and severally, “Borrower”), provides the terms on
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: SORRENTO THERAPEUTICS, INC., a Delaware corporation; SP MERGER SUB, INC., a Delaware corporation; SHERRINGTON PHARMACEUTICALS, INC., a Delaware corporation; ACERAS BIOMEDICAL LLC, a Delaware...Agreement and Plan of Merger and Reorganization • October 15th, 2013 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of October 9, 2013, by and among: Sorrento Therapeutics, Inc., a Delaware corporation (“Parent”); SP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); Sherrington Pharmaceuticals, Inc., a Delaware corporation (the “Company”); Aceras BioMedical LLC, a Delaware limited liability company (the “Key Holder”), the Company Stockholders and Cooley LLP, solely in its capacity as Escrow Agent. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SORRENTO THERAPEUTICS, INC. AND THE STOCKHOLDERS OF SHERRINGTON PHARMACEUTICALS, INC. Dated as of October 9, 2013Registration Rights Agreement • October 15th, 2013 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 9, 2013, by and among Sorrento Therapeutics, Inc., a Delaware corporation (“the “Company”) and the undersigned stockholders of Sherrington Pharmaceuticals, Inc., a Delaware corporation (“Sherrington”) who will receive shares of common stock (“Common Stock”) of the Company pursuant to the Merger Agreement, as defined below (each a “Stockholder” and collectively the “Stockholders”).
