Letter Agreement Regarding Waiver and Release of First Milestone Payment under Purchase and Sale Agreement among Clearside Royalty LLC, Healthcare Royalty Partners IV, L.P., and HCR Clearside SPV, LLC
This letter agreement, dated December 22, 2023, is between Clearside Royalty LLC, Healthcare Royalty Partners IV, L.P., and HCR Clearside SPV, LLC. It confirms that Clearside Royalty LLC waives its rights to the First Milestone Payment under a prior Purchase and Sale Agreement. The parties agree to instruct the escrow agent to release the First Milestone Payment to Healthcare Royalty Partners IV, L.P., and to terminate the related escrow agreement once the payment is released. The agreement is binding on all parties and their successors.
Exhibit 10.1
HCR Clearside SPV, LLC
Healthcare Royalty Partners IV, L.P.
300 Atlantic Street, Suite 600
Stamford, CT 06901
December 22, 2023
Clearside Royalty LLC
c/o Clearside Biomedical, Inc.
900 North Point Parkway, Suite 200
Alpharetta, GA 30005
Attn: George Lasezkay
Re: Purchase and Sale Agreement
Gentlemen:
Reference is hereby made to (i) that certain Purchase and Sale Agreement, dated as of August 8, 2022 (as amended to date, the “Purchase Agreement”), by and among Clearside Royalty LLC, a Delaware limited liability company (“Seller”), Healthcare Royalty Partners IV, L.P. a Delaware limited partnership (“Purchaser”), and HCR Clearside SPV, LLC (as assignee of HCR Collateral Management, LLC) (“Agent”, and together with Seller and Purchaser, each a “Party”, and collectively, the “Parties”) and (ii) that certain Escrow Agreement, dated as of August 8, 2022 (as amended to date, the “Escrow Agreement”) by and among Seller, Agent and U.S. Bank National Association (“Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.
This letter agreement (this “Letter Agreement”) is being entered into by and among Purchaser, Seller and Agent to confirm the agreement among the Parties as to certain matters relating to the Purchase Agreement and the Escrow Agreement.
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
2
sINCERELY,
HEALTHCARE ROYALTY PARTNERS IV, L.P.
By: HealthCare Royalty GP IV, LLC, its general partner
By: /s/ Clarke Brannen Futch
Name: Clarke B. Futch
Title: Managing Partner
HCR CLEARSIDE SPV, LLC
By: /s/ Clarke Brannen Futch
Name: Clarke B. Futch
Title: Managing Partner
Accepted and agreed to as of the
first date above written:
CLEARSIDE ROYALTY LLC
By: /s/ George Lasezkay Name: George Lasezkay |
[Signature Page to Letter Agreement]