0001193125-26-108687 Sample Contracts
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. FOURTEENTH ADDENDUM TO THE...Research and License Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This Fourteenth Amendment to Research and License Agreement (the "Thirteenth Addendum") is made by and between the Technion Research and Development Foundation Ltd. ("TRDF") and Eloxx Pharmaceuticals Ltd. ("Licensee" or "Eloxx").
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
amends that certain Securities Purchase Agreement, dated August 20, 2025, by and among Eloxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the entities listed on Exhibit A thereto (as amended from time to time, the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
LICENSE AGREEMENTLicense Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
ELOXX PHARMACEUTICALS, INC. a company organized under the laws of Delaware having its principal place of business at 480 Arsenal Way Watertown, MA 02472 USA ("Eloxx"), hereby acting on its own name and also on behalf of its fully owned Affiliate Zikani Therapeutics, Inc; and
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Amendment No. 1 to Amended...License Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to the AMENDED AND RESTATED LICENSE AGREEMENT (this “Amendment No. 1”) is entered into as of this 17th day of July, 2024 (the “Amendment No. 1 Effective Date”), by and between Zikani Therapeutics, Inc., a Delaware corporation with a principal office at 480 Arsenal Way, Suite 130, Watertown, MA 02472, USA (“Licensee”), and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727E, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”). Harvard, on the one hand, and Licensee, on the other, each shall be referred to herein as a “Party” and together as the “Parties”.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
WHEREAS, the Executive wishes to continue to be employed by the Company and to continue to provide employment services to the Company in return for certain compensation and benefits and subject to the terms and conditions as hereinafter set forth;
THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
WHEREAS, pursuant to Section 8.14 of the Purchase Agreement, the Company and the Investors may amend or waive any term of the Purchase Agreement; and
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated August 20, 2025, by and among the Company and the Investors identified therein (the “Purchase Agreement”).
ContractSecurity Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT ELOXX PHARMACEUTICALS, INC.Common Stock Purchase Warrant • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 9 , 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eloxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. OMNIBUS AGREEMENTOmnibus Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This Omnibus Agreement (“Omnibus Agreement”), dated as of October 28, 2025 (the “Effective Date”) serves as (i) Amendment No. 3 (“Amendment No. 3”) to the Development Program Award Letter Agreement, dated as of September 5, 2019, as amended by Amendment No. 1, dated as of December 17, 2020 and Amendment No. 2, dated as of March 24, 2022 (as amended, the “2019 Agreement”), by and between Eloxx Pharmaceuticals, Inc. (“Eloxx”) and the Cystic Fibrosis Foundation (“CFF” and, collectively with Eloxx, the “Parties”), (ii) a royalty repurchase agreement with respect to a portion of CFF’s royalty rights under the 2019 Agreement, and (iii) a termination of that certain Therapeutic Development Award Agreement, dated as of May 19, 2021, as amended, by and between CFF and Eloxx (the “2021 Agreement”).
AGENCY ASSIGNMENT AGREEMENTAgency Assignment Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This AGENCY ASSIGNMENT AGREEMENT (this “Agreement”), dated as of May 12, 2025, by and among HERCULES CAPITAL, INC. (“Hercules”), the Lenders party hereto, which collectively constitute the Required Lenders (the “Required Lenders”), SD MF 4 LLC (“SDMF”), and Eloxx Pharmaceuticals, Inc., a Delaware corporation (“Eloxx”), Zikani Therapeutics, Inc., a Delaware corporation (together with Eloxx, the “Borrower”), and is acknowledged and agreed to by Eloxx Pharmaceutical Ltd., a private company incorporated under the laws of the State of Israel, reg. no. 51-497070-6, a Delaware corporation (the “Guarantor”).
CONSULTING AGREEMENTConsulting Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of April 1, 2021 (the “Effective Date”), by and between Eloxx Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business being 950 Winter Street, Waltham MA 02451 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
ROYALTY AND REVENUE SHARING AGREEMENTRoyalty and Revenue Sharing Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This ROYALTY AND REVENUE SHARING AGREEMENT (this “Agreement”) dated as of July 10, 2024 is between (a) ELOXX PHARMACEUTICALS, Inc., a Delaware corporation (“Eloxx”), ZIKANI THERAPEUTICS, INC., a Delaware corporation (“Zikani”) ELOXX PHARMACEUTICALS LTD., a private company incorporated under the laws of the State of Israel (“Eloxx ISR” and together with Eloxx and Zikani together, the “Company”), and (b) SD MF 4 LLC, a Delaware limited liability company (“SD MF”).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
WHEREAS, pursuant to Section 8.14 of the Purchase Agreement, the Company and the Investors may amend or waive any term of the Purchase Agreement; and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 20, 2025, by and among Eloxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDED AND RESTATED LICENSE...License Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated License Agreement (this “Agreement”) is entered into as of this 31st day of March, 2020 (the “Effective Date”), by and between Zikani Therapeutics, Inc. (f/k/a Macrolide Pharmaceuticals, Inc.), a Delaware corporation with a principal office at 480 Arsenal Way, Watertown, MA 02472, USA (“Licensee”) and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is made as of January 9, 2024 (the “Effective Date”) by and between Eloxx Pharmaceuticals, Inc, a Delaware corporation (the “Company”), and SD MF 4 LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT REGARDING LOAN CONVERSIONSLoan Conversion Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This Agreement Regarding Loan Conversions (this “Agreement”), dated as of September 25, 2025, is made by and among Eloxx Pharmaceuticals, Inc., a Delaware corporation (“Eloxx”), Zikani Therapeutics, Inc., a Delaware corporation (together with Eloxx, the “Borrower”), the Lenders party hereto, SDMF 4 LLC, as administrative agent and collateral agent (“Agent”), and is acknowledged and agreed to by Eloxx Pharmaceutical Ltd., a private company incorporated under the laws of the State of Israel, reg. no. 51-497070-6 (the “Guarantor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2026 • Eloxx Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2025 (the “Effective Date”) is entered into by and among Eloxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).