EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
Executive agrees to the terms and conditions of employment with Viking Therapeutics, Inc. (“Company”) set forth in this Employment Agreement (“Agreement”), effective as of June 2, 2014 (“Effective Date”).
VIKING THERAPEUTICS, INC. FOUNDER COMMON STOCK PURCHASE AGREEMENTFounder Common Stock Purchase Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
As escrow agent (“Escrow Agent”) for both Viking Therapeutics, Inc., a Delaware corporation (together with its successors or assigns, the “Company”), and Brian Lian (“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Viking Therapeutics, Inc. Founder Common Stock Purchase Agreement, by and between the Company and Brian Lian, dated as of the date hereof (the “Agreement”), to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions (capitalized terms used but not defined in these Joint Escrow Instructions shall have the meanings assigned thereto in the Agreement):
MASTER LICENSE AGREEMENT Dated May 21, 2014 by and between Ligand Pharmaceuticals Incorporated and Metabasis Therapeutics, Inc., on one hand, and Viking Therapeutics, Inc., on the otherMaster License Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
THIS MASTER LICENSE AGREEMENT (this “Agreement”) is dated as of May 21, 2014 (the “Effective Date”) by and between Metabasis Therapeutics, Inc., a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA 92037 (including its successors and permitted assigns, “Metabasis”) and Ligand Pharmaceuticals Incorporated, a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA 92037 (including its successors and permitted assigns, “Ligand” and, together with Metabasis, the “Ligand Party”) on one hand, and Viking Therapeutics, Inc., a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 50, La Jolla, CA 92037 (including its successors and permitted assigns “Viking”). Viking, on the one hand, and Metabasis and Ligand, together on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”
VIKING THERAPEUTICS, INC. 2014 EQUITY INCENTIVE PLAN Stock Option Award AgreementAward Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • Delaware
VIKING THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 21, 2014, by and between Viking Therapeutics, Inc., a Delaware corporation (the “Company”), Metabasis Therapeutics, Inc., a Delaware corporation (“Metabasis”), and Ligand Pharmaceuticals Incorporated, a Delaware corporation and an Affiliate (as defined below) of Metabasis (“Ligand”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section I.
VIKING THERAPEUTICS, INC. May 21, 2014Viking Therapeutics, Inc. • July 1st, 2014 • Pharmaceutical preparations • Delaware
In connection with, and as a condition to, the execution and delivery to Viking Therapeutics, Inc. (“Viking”) by Ligand Pharmaceuticals Incorporated (“Ligand”) or its Affiliates of (a) that certain Master License Agreement dated as of the date hereof among Metabasis Therapeutics, Inc., an Affiliate of Ligand, Ligand and Viking (the “Master License Agreement”), (b) that certain Loan and Security Agreement dated as of the date hereof between Ligand and Viking (the “Loan and Security Agreement”), and (c) that certain Secured Convertible Promissory Note dated as of the date hereof in favor of Ligand (the “Note”), Viking and Ligand agree to the terms and obligations set forth in this letter agreement (this “Agreement”). The rights granted to Ligand herein are in addition to the rights specifically provided to Ligand and/or its Affiliates pursuant to the Master License Agreement, the Loan and Security Agreement, the Note and such other agreements as Ligand or any of its Affiliates may enter
VIKING THERAPEUTICS, INC. 2014 EQUITY INCENTIVE PLAN Stock Appreciation Rights Award AgreementStock Appreciation Rights Award Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • Delaware
VIKING THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , by and between VIKING THERAPEUTICS, INC., a Delaware corporation (the “Company”), and , an individual (“Agent”).
VIKING THERAPEUTICS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
As escrow agent (“Escrow Agent”) for both Viking Therapeutics, Inc., a Delaware corporation (together with its successors or assigns, the “Company”), and Rochelle Hanley (“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Viking Therapeutics, Inc. Common Stock Purchase Agreement, by and between the Company and Rochelle Hanley, dated as of the date hereof (the “Agreement”), to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions (capitalized terms used but not defined in these Joint Escrow Instructions shall have the meanings assigned thereto in the Agreement):
VIKING THERAPEUTICS, INC. SECURED CONVERTIBLE PROMISSORY NOTEViking Therapeutics, Inc. • July 1st, 2014 • Pharmaceutical preparations
This Note is issued in connection with the Master License Agreement among the Company, the Holder and an Affiliate of the Holder dated as of the date of the Loan Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT dated as of May 21, 2014 (“Agreement”), made by and between VIKING THERAPEUTICS, INC., a Delaware corporation (“Borrower”), and LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (“Lender”), provides the terms on which the Lender shall lend to Borrower and Borrower shall repay the Lender.
VIKING THERAPEUTICS, INC.Restricted Stock Unit Award Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the Viking Therapeutics, Inc. 2014 Equity Incentive Plan (as amended or restated from time to time, the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (this “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Unit Grant attached hereto as EXHIBIT A.
VIKING THERAPEUTICS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • California
Status, you will, at the written request of Purchaser, deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Repurchase Option and for which no certificate has previously been issued.
VIKING THERAPEUTICS, INC. VOTING AGREEMENTVoting Agreement • July 1st, 2014 • Viking Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made as of May 21, 2014, by and among Viking Therapeutics, Inc., a Delaware corporation (the “Company”), Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), Metabasis Therapeutics, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“Metabasis”), and Brian Lian, Ph.D. and Michael Dinerman, M.D. (each, a “Founder” and collectively, the “Founders”). Ligand, Metabasis and the Founders are referred to herein collectively as the “Voting Parties.”
