7,868,854 Shares 327,868 Pre-funded Warrants Xenon Pharmaceuticals Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2022 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • New York
XENON PHARMACEUTICALS INC. Common Shares AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • May 8th, 2018 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Xenon Pharmaceuticals Inc., a corporation continued under the federal laws of Canada (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), common shares (the “Shares”) of the Company, no par value per Share, having an aggregate offering price of up to $30,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (this “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2018 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 3, 2018 (the “Effective Date”) among (A) SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California, 94105 (“Bank”) and (B) XENON PHARMACEUTICALS INC., a corporation continued under the laws of Canada with the registered address 745 Thurlow Street, Suite 2400, Vancouver, British Columbia, V6E 0C5, Canada (the “Canadian Borrower”) and XENON PHARMACEUTICALS USA INC., a corporation organized under the laws of the State of Delaware (the “U.S. Borrower”, and together with the Canadian Borrower herein, jointly and severally, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank and amends and restates, in its entirety, that certain Loan and Security Agreement by and among Bank and Borrower dated as of December 18, 2017 and amended by that certa
8,461,542 Shares 769,230 Pre-funded Warrants Xenon Pharmaceuticals Inc. UNDERWRITING AGREEMENTXenon Pharmaceuticals Inc. • November 30th, 2023 • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2017 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 18, 2017 (the “Effective Date”) among (A) SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California, 94105 (“Bank”) and (B) XENON PHARMACEUTICALS INC., a corporation continued under the laws of Canada with the registered address 745 Thurlow Street, Suite 2400, Vancouver, British Columbia, V6E 0C5, Canada (the “Canadian Borrower”) and XENON PHARMACEUTICALS USA INC., a corporation organized under the laws of the State of Delaware (the “U.S. Borrower”, and together with the Canadian Borrower herein, jointly and severally, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Re: Employment AgreementXenon Pharmaceuticals Inc. • January 14th, 2021 • Pharmaceutical preparations • British Columbia
Further to your discussion with the Board to transition from the Chief Executive Officer role, we are pleased to offer you the position of Executive Chair of the Board of Directors, from the Company’s 2021 annual meeting of shareholders expected to take place on or about June 4, 2021 (the “Effective Date”) to the Company’s 2022 annual meeting of shareholders expected to take place in June 2022 (the “End Date”) (from the Effective Date to the End Date, the “Term”), on the terms and conditions set forth in this Employment Agreement. Unless previously terminated in accordance with Section M, N, O or P or extended by mutual written agreement, your employment with the Company will automatically end as of the End Date. Please note that this new Employment Agreement will replace and supersede any earlier Employment Agreements you may have had with the Company as of the Effective Date.
Re: Amended and Restated Employment AgreementPrior Agreement • March 9th, 2020 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
We are pleased to offer you this Amended and Restated Employment Agreement which replaces and supersedes your earlier Offer of Employment (the “Prior Agreement”) dated January 1, 2017 with Xenon Pharmaceuticals USA Inc. (the “Company”), a wholly-owned subsidiary of Xenon Pharmaceuticals Inc. (the “Parent”). You will be credited for all purposes with your service to the Company back to your start date of February 8, 2016, when you were originally employed by Parent. As of March 20, 2019 (the “Effective Date”), you will continue to be engaged by the Company in the full-time position of SVP, Drug Discovery. Subject to Sections L through P below, the Company agrees to employ you, and you agree to serve the Company, on an “at-will” basis, which means that either the Company or you may terminate your employment with the Company at any time and for any or no reason, in accordance with the terms of this agreement (the “Agreement”).
LEASE BUILDING 10 – DISCOVERY PLACE 3650 GILMORE WAY, BURNABY, B.C. BETWEEN DISCOVERY PARKS INCORPORATED AND XENON GENETICS INC. FMC FRASER MILNER CASGRAIN 15th Floor, The Grosvenor Building, 1040 West Georgia Street, Vancouver, B.C., Canada V6E 4H8...Lease Extension and Modification Agreement • September 10th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
DISCOVERY PARKS INCORPORATED, duly incorporated under the laws of the Province of British Columbia under Incorporation No. 173252 and having an office at #602 – 1401 West Broadway, in the City of Vancouver, in the Province of British Columbia, V6H 1H6
XENON PHARMACEUTICALS INC. Common Shares AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • August 6th, 2020 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 12th, 2022 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Share Purchase Agreement (this “Agreement”), is made as of January 11, 2022 (the “Signing Date”), by and between Neurocrine Biosciences, Inc. (the “Investor”), a Delaware corporation, and Xenon Pharmaceuticals Inc. (the “Company”), a Canadian corporation.
XENON PHARMACEUTICALS INC. COMMON SHARE PUT AGREEMENT March 19, 2014Common Share Put Agreement • September 10th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
THIS COMMON SHARE PUT AGREEMENT (this “Agreement”) is made and entered into as of March 19, 2014, by and between XENON PHARMACEUTICALS INC., a corporation continued under the federal laws of Canada (the “Company”), and ROCHE FINANCE LTD, a Swiss company (“Purchaser”).
Consulting AgreementAgreement • September 10th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements hereinafter contained (the receipt and sufficiency of which is hereby acknowledged), the Company and the Consultant hereby covenant and agree as follows:
SHARE OPTION AGREEMENTShare Option Agreement • March 1st, 2021 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual premises and respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ContractXenon Pharmaceuticals Inc. • August 7th, 2018 • Pharmaceutical preparations • British Columbia
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY U.S. 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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
4,000,000 Shares Xenon Pharmaceuticals Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2016 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) Shares or Related Securities acquired in open market transactions on or after the date of the final prospectus supplement relating to the Offering (the “Prospectus”), provided that prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares or Related Securities in connection with any transfer of such Shares or Related Securities; (ii) the receipt of Shares or Related Securities in connection with the vesting of restricted stock or the exercise of options to purchase Shares or Related Securities, including any transfer for the payment of taxes due as a result of such vesting or exercise, whether by
AMENDMENT NO. 1 TO THE AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTXenon Pharmaceuticals Inc. • March 1st, 2022 • Pharmaceutical preparations
This Amendment No. 1 to the At-The-Market Equity Offering Sales Agreement (this “Amendment”) is entered into as of the date first written above by Xenon Pharmaceuticals Inc., a corporation continued under the federal laws of Canada (the “Company”), Jefferies LLC and Stifel, Nicolaus & Company, Incorporated (the “Agents”), which are parties to that certain At-The-Market Equity Offering Sales Agreement, dated August 6, 2020 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
INDEMNIFICATION AGREEMENT BETWEEN XENON PHARMACEUTICALS INC. AND MADE AS OFIndemnification Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
LEASE EXTENSION AND MODIFICATION AGREEMENTLease Extension and Modification Agreement • March 1st, 2021 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
TERMINATION AGREEMENTTermination Agreement • March 7th, 2018 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
This Termination Agreement (this “Agreement”) is dated for reference as of the 7th day of March, 2018, by and between Xenon Pharmaceuticals, Inc., a Canadian corporation having its principal place of business at 3650 Gilmore Way, Burnaby, British Columbia V5G 4W8 (“Xenon”), Teva Pharmaceuticals International GmbH, formerly known as Ivax International GmbH, a Swiss limited liability company having its principal place of business at Alpenstrasse 2, 8640 Rapperswil, Switzerland (“Teva”), and Teva Canada Limited, a Canadian legal entity having its principal place of business at 30 Novopharm Court, Toronto, Ontario, Canada M1B 2K9 (“Teva Canada”). Xenon, Teva and Teva Canada are referred to herein collectively as the “Parties” and individually as a “Party.”
MILESTONE AND ROYALTY BUY-OUT AGREEMENTMilestone and Royalty Buy-Out Agreement • September 11th, 2018 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations
This Milestone and Royalty Buy-Out Agreement (this “Agreement”) is entered into as of this 7th day of September, 2018, by and between Xenon Pharmaceuticals Inc. (hereinafter “Xenon”), Valeant Pharmaceuticals Ireland Limited (hereinafter “VPIL”) and Valeant Pharmaceuticals Luxembourg S.a.r.l. (hereinafter “VPL”), each referred to herein individually as a “Party,” and collectively as the “Parties.”
CONSENT TO ALTERATIONS AGREEMENT THIS AGREEMENT MADE EFFECTIVE AS OF MARCH 27, 2023 BETWEEN REDSTONE ENTERPRISES LTD.Alterations Agreement • August 9th, 2023 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations
FORM OF PERFORMANCE SHARE AWARD AGREEMENTForm of Performance Share Award Agreement • May 9th, 2024 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual premises and respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:
License and Collaboration AgreementLicense and Collaboration Agreement • December 2nd, 2019 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This License and Collaboration Agreement (this “Agreement”) is made as of December 2, 2019 (the “Effective Date”), by and between Xenon Pharmaceuticals Inc., a Canadian corporation (“Xenon”), having its principal office at 200-3650 Gilmore Way, Burnaby, BC V5G 4W8, Canada, and Neurocrine Biosciences, Inc., a Delaware corporation (“Neurocrine”), having its principal office at 12780 El Camino Real, San Diego, California 92130, U.S. Neurocrine and Xenon are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 6th, 2020 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”), dated August 4, 2020 (the “Effective Date”), modifies that certain Asset Purchase Agreement (the “Agreement”) entered into as of April 25, 2017 by and between 1ST Order Pharmaceuticals, Inc., a Delaware Corporation (“Seller”) and Xenon Pharmaceuticals Inc., a corporation continued under the federal laws of Canada (“Acquiror”).
December 15, 2023 Confidential Via Electronic Mail James Empfield Dear James, Re: Third Amended and Restated Employment AgreementXenon Pharmaceuticals Inc. • February 29th, 2024 • Pharmaceutical preparations • Florida
We are pleased to offer you this Third Amended and Restated Employment Agreement which replaces and supersedes your earlier Offers of Employment (the “Prior Agreements”) dated February 2016, January 1, 2017 and March 20, 2019 with Xenon Pharmaceuticals USA Inc. (the “Company”), a wholly-owned subsidiary of Xenon Pharmaceuticals Inc. (the “Parent”). You will be credited for all purposes with your service to the Company back to your start date of February 8, 2016, when you were originally employed by Parent. As of December 15, 2023 (the “Effective Date”), you will be permitted to relocate to the State of Florida and continue to be engaged by the Company in the full-time position of Executive Vice President, Drug Discovery, subject to the terms as set forth herein. Subject to Sections L through P below, the Company agrees to employ you, and you agree to serve the Company, on an “at-will” basis, which means that either the Company or you may terminate your employment with the Company at an
EXCHANGE AGREEMENTExchange Agreement • March 28th, 2018 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
This Exchange Agreement (the “Agreement”), dated as of March 23, 2018 (the “Effective Date”), is entered into by and among Xenon Pharmaceuticals Inc., a Canadian corporation (the “Corporation”), and Biotechnology Value Fund, L.P., a Delaware limited partnership, Biotechnology Value Fund II, L.P., a Delaware limited partnership, Biotechnology Value Trading Fund O.S. L.P., a Cayman Islands limited partnership, Investment 10, L.L.C., an Illinois limited liability company and MSI BVF SPV, L.L.C., a Delaware limited liability company (each a “Shareholder” and, collectively, the “Shareholders” and together, the Corporation and the Shareholders shall be referred to as the “Parties”).
Genentech, Inc.Xenon Pharmaceuticals Inc. • August 11th, 2021 • Pharmaceutical preparations
LEASE AGREEMENTLease Agreement • December 1st, 2021 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations
The Landlord hereby demises unto the Tenant for and during a period of Ten (10) years commencing on July 1, 2022 and ending on June 30, 2032 (the “Term”), that certain office space in the Building located at 3650 Gilmore Way, Burnaby, British Columbia (the “Premises”), comprising approximately 53,023 square feet of rentable area (the “Rentable Square Feet”); more or less; as more particularly described herein.
Genentech, Inc.Xenon Pharmaceuticals Inc. • August 7th, 2018 • Pharmaceutical preparations
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTConsent and Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of December, 2006 and among XENON PHARMACEUTICALS INC., a corporation (the “Company”) continued under the Canada Business Corporations Act and the investors listed on Exhibit A and Exhibit B hereto, referred to hereinafter as the “Investors” and each individually as an “Investor” and other shareholders of the Company who have signed an agreement to be bound by this Agreement or the First Investors Rights Agreement.
XENON PHARMACEUTICALS INC. and GENENTECH, INC. and F. HOFFMANN-LA ROCHE LTD COLLABORATIVE RESEARCH AND LICENSE AGREEMENT DECEMBER 22, 2011License Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations
[†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
May 8, 2017 To: Xenon Pharmaceuticals Inc. Attention: Simon Pimstone, President and Chief Executive Officer Burnaby, BC V5G 4W8 Xenon Pharmaceuticals Inc. Attention: General Counsel and Corporate Secretary Burnaby, BC V5G 4W8Letter Agreement • August 3rd, 2017 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations
Re:Collaborative Research and License Agreement between Xenon Pharmaceuticals Inc. (“Xenon”) and Genentech, Inc. (“GNE”) together with F. Hoffmann-La-Roche Ltd (“Roche”) (GNE and Roche, collectively, “Genentech”), made as of December 22, 2011, as amended (the “Agreement”)
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.Xenon Pharmaceuticals Inc. • March 1st, 2022 • Pharmaceutical preparations
Re: License and Collaboration Agreement between Xenon Pharmaceuticals Inc. (“Xenon”) and Neurocrine Biosciences, Inc. (“Neurocrine”) made as of December 2, 2019, as previously amended (the “Agreement”)
Re: Amended and Restated Employment AgreementEmployment Agreement • March 9th, 2020 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
We are pleased to offer you this Amended and Restated Employment Agreement which replaces and supersedes your earlier Employment Agreement. You will be credited for all purposes with your service to the Company back to your start date of May 1, 2001. As of March 19, 2019 (the “Effective Date”), you will continue to be engaged by the Company in the full-time position of Executive Vice President, Strategy & Innovation.
Genentech, Inc.Xenon Pharmaceuticals Inc. • November 6th, 2018 • Pharmaceutical preparations
