ZOSANO PHARMA CORPORATION 34790Ardentech Court Fremont, California 94555
Exhibit 4.14
ZOSANO PHARMA CORPORATION
34790 Ardentech Court
Fremont, California 94555
January 9, 2015
BMV Direct SOTRS LP
BMV Direct SO LP
17190 Bernardo Center Drive
San Diego, CA 92128
New Enterprise Associates 12, Limited Partnership
1954 Greenspring Drive, Suite 600
Timonium, MD 21093
ProQuest Investments IV, L.P.
ProQuest Management LLC
2430 Vanderbilt Beach Road, 108-190
Naples, FL 34109
Re: | Zosano Pharma Corporation Convertible Promissory Notes |
Ladies and Gentlemen:
Reference is made to: (i) the Note Purchase Agreement dated as of September 9, 2013 (the 2013 Agreement) among Zosano Pharma Corporation (f/k/a ZP Holdings, Inc.) (the Company), BMV Direct SOTRS LP (BMV SOTRS), BMV Direct SO LP (BMV SO), New Enterprise Associates 12, Limited Partnership (NEA 12), ProQuest Investments IV, L.P. and ProQuest Management LLC (collectively, the 2013 Purchasers); (ii) the Note Purchase Agreement dated as of February 26, 2014 (the February 2014 Agreement) among the Company, BMV SOTRS, BMV SO and NEA 12 (collectively, the February 2014 Purchasers); and (iii) the Note Purchase Agreement dated as of December 2, 2014 (the December 2014 Agreement) among the Company, BMV SOTRS and NEA 12 (collectively, the December 2014 Purchasers).
The Company, on the one hand, and the 2013 Purchasers (as to the 2013 Agreement), the February 2014 Purchasers (as to the February 2014 Agreement) and the December 2014 Purchasers (as to the December 2014 Agreement), on the other hand, hereby agree that, for purposes of determining whether the Companys initial public offering of shares of its common stock (the IPO) constitutes a Qualified Financing under the 2013 Agreement, the February 2014 Agreement and the December 2014 Agreement, the gross proceeds received by the Company from its sale of shares of its common stock to Eli Lilly and Company (Lilly) (or any of its affiliates) in the concurrent private placement pursuant to the Common Stock Purchase Agreement dated as of November 21, 2014 between the Company and Lilly (under which Lilly has agreed to purchase in a private placement concurrent with the IPO, at the IPO price, up to $15 million of the Companys common stock) shall be aggregated with the gross proceeds of the IPO to calculate the amount of aggregate gross proceeds resulting from such equity financing.
This letter agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all of which together shall for all purposes constitute one and the same Agreement. A signature of any party to this Agreement transmitted by facsimile, electronic mail (including pdf) or other electronic means shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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Very truly yours, | ||
ZOSANO PHARMA CORPORATION | ||
By: | /s/ Vikram Lamba | |
Name: | Vikram Lamba | |
Title: | President |
Agreed to and Accepted: | ||
NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP | ||
By: | NEA Partners 12, Limited Partnership, its general partner | |
By: | /s/ Louis S. Citron | |
Name: | Louis S. Citron | |
Title: | Chief Legal Officer |
BMV DIRECT SO LP | BMV DIRECT SOTRS LP | |||||||
By: | BioMed Realty, L.P., its general partner | By: | BioMed Realty Holdings, Inc., its general partner |
By: | /s/ Jonathan P. Klassen | By: | /s/ Jonathan P. Klassen | |||||
Name: | Jonathan P. Klassen | Name: | Jonathan P. Klassen | |||||
Title: | Senior Vice President | Title: | Senior Vice President |
PROQUEST MANAGEMENT LLC | PROQUEST INVESTMENTS IV, L.P. | |||||||
By: | /s/ Pasquale DeAngelis | By: | /s/ Pasquale DeAngelis | |||||
Name: | Pasquale DeAngelis | Name: | Pasquale DeAngelis | |||||
Title: | Administrative Partner | Title: | Managing Member of the General Partner |
Signature page to Side Letter regarding Qualified Financing under Note Purchase Agreements