INDEMNIFICATION AGREEMENTIndemnification Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [date] between ZP Holdings, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).
LEASELease • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
Draft Plans and of the manner, if any, in which the Draft Plans are unacceptable. Landlord shall not object to any Draft Plans that satisfy the requirements set forth in Section 2.1 or otherwise unreasonably object to such plans. If Landlord objects to the Draft Plans, then Tenant shall revise the Draft Plans and cause Landlord’s objections to be remedied in the revised Draft Plans. Tenant shall then resubmit the revised Draft Plans to Landlord for approval. Landlord’s approval of or objection to revised Draft Plans and Tenant’s correction of the same shall be in accordance with this Section 2.2, until Landlord has approved the Draft Plans in writing. The iteration of the Draft Plans that is approved by Landlord without objection shall be referred to herein as the “Approved Plans.”
INTELLECTUAL PROPERTY LICENSE AGREEMENT BETWEEN ALZA CORPORATION AND THE MACROFLUX CORPORATION CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS.Intellectual Property License Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
This Intellectual Property License Agreement (the “Agreement”) is made and effective as of October 5, 2006 (the “Effective Date”), by and between ALZA Corporation, a Delaware corporation (“ALZA”) and The Macroflux Corporation, a Delaware corporation (“TMC”). ALZA and TMC may be referred to individually herein as a “Party” or together as the “Parties”.
SUBORDINATION AGREEMENTSubordination Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • California
This Subordination Agreement is made as of June 3, 2014 (this “Agreement”), by and among the parties listed on Exhibit A hereto (each a “Creditor” and collectively, the “Creditors”), ZOSANO PHARMA, INC. (“Borrower”), ZP HOLDINGS, INC. (“Holdings”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (the “Lender”).
ZOSANO PHARMA CORPORATION INDEPENDENT DIRECTOR AGREEMENT (Troy Wilson)Independent Director Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
This Independent Director Agreement (this “Agreement”) dated as of June 23, 2014 (the “Effective Date”), is made by and between Zosano Pharma Corporation, a Delaware corporation formerly named ZP Holdings, Inc. (the “Company”), and Troy Wilson (the “Director”).
LOAN AND SECURITY AGREEMENTJoinder Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 3, 2014, and is entered into by and between Zosano Pharma, Inc., a Delaware corporation (“Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
CONFIDENTIAL February 22, 2011 Patrick Hannon ALZA Corporation Vacaville, CA 95688Zosano Pharma Corp • June 24th, 2014 • Pharmaceutical preparations
Re: Intellectual Property License Agreement dated October 5, 2006 between ALZA Corporation (“ALZA”) and The Macroflux Corporation (predecessor in interest to Zosano Pharma, Inc.) (the “Agreement”).
ZP HOLDINGS, INC. INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is entered into as of April 26, 2012 by and among ZP Holdings, Inc., a Delaware corporation, (“Grantor”), and BioMed Realty Holdings, Inc., a Maryland corporation (“Secured Party”).
ZP HOLDINGS, INC. PLEDGE AGREEMENTPledge Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
This ZP HOLDINGS, INC. PLEDGE AGREEMENT, dated as of June 3, 2014 (together with all amendments, restatements, supplements or other modifications, if any, from time to time hereto, this “Agreement”) among ZP Holdings, Inc., a Delaware corporation (“Pledgor”), and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Hercules”) (together with any future assignees and successors, the “Secured Party”).
ZP LETTERHEAD]Consulting Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
ZP LETTERHEAD]Employment Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • California
This letter agreement (this “Amendment”) amends certain provisions of the amended and restated employment letter agreement among you, Zosano Pharma, Inc., a Delaware corporation (the “Company”), and ZP Holdings, Inc., a Delaware corporation and the Company’s parent (“Parent”), dated July 22, 2013 (the “Agreement”).
FIRST AMENDMENT TO LEASELease • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 20th day of June, 2008, by and between BMR-34790 ARDENTECH COURT LLC, a Delaware limited liability company (“Landlord”), and ZOSANO PHARMA, a Delaware corporation (“Tenant,” f.k.a. The Macroflux Corporation).
SUBORDINATION AGREEMENTSubordination Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • California
This Subordination Agreement is made as of June 3, 2014 (this “Agreement”), by and among BMV DIRECT SOTRS LP, a Delaware limited partnership (“Creditor”), BIOMED REALTY HOLDINGS, INC., a Maryland corporation (“BMR”), ZOSANO PHARMA, INC. (“Borrower”), ZP HOLDINGS, INC. (“Holdings”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (the “Lender”).
JOINDER AGREEMENTJoinder Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
This Joinder Agreement (the “Joinder Agreement”) is made and dated as of June 3, 2014, and is entered into by and between ZP Holdings, Inc., a Delaware corporation (“ZP Holdings”), and Hercules Technology Growth Capital, Inc., a Maryland corporation, as a Lender.
NOTE PURCHASE AGREEMENTStock Purchase Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
This Note Purchase Agreement (this “Agreement”) is dated as of February 26, 2014 by and among ZP Holdings, Inc., a Delaware corporation (the “Company”), and the entities listed on Exhibit A attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENTCollaboration, Development and License Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • New York
In order to ensure timely settlement of invoices, you are kindly requested to observe the below guidelines when sending invoices or credit notes to Novo Nordisk.
SECOND AMENDMENT TO LEASELease • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 16th day of October, 2008, by and between BMR-34790 ARDENTECH COURT LLC, a Delaware limited liability company (“Landlord”), and ZOSANO PHARMA, a Delaware corporation (“Tenant,” f.k.a. The Macroflux Corporation).
FIFTH AMENDMENT TO LEASELease • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 1st day of April, 2012 (the “Execution Date”), by and between BMR-34790 ARDENTECH COURT LP, a Delaware limited partnership (“Landlord,” as successor in interest to BMR-34790 Ardentech Court LLC), and ZOSANO PHARMA, INC., a Delaware corporation (“Tenant,” formerly known as The Macroflux Corporation).
ContractWarrant Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
