Exhibit 10.1
Certain information has been omitted from this exhibit in places marked “[***]” because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed or because it contains personally identifiable information omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
REVENUE INTEREST TERMINATION AGREEMENT
This Revenue Interest Termination Agreement (this “Agreement”) dated as of June 7, 2022 (the “Effective Date”) is entered into among Spero Therapeutics Inc., a Delaware corporation (the “Company”), the entities managed by Healthcare Royalty Management, LLC (the “Investor Representative”) listed on the signature pages hereto (the “Investors”), and HCR Collateral Management, LLC, as agent for the Investors (the “Secured Party,” and with the Investors, the “HCR Parties”). Each of the Company, the Investors, and the Secured Party are referred to in this Agreement as a “Party” and collectively as the “Parties”.
BACKGROUND:
A. The Company and the Investors entered into that certain Revenue Interest Financing Agreement dated September 29, 2021 (the “Financing Agreement”), pursuant to which the Investors would have the right to receive a portion of the Company’s future revenues from the sale of tebipenem;
B. The Company and the Secured Party, as agent for the Investors, entered into that certain Security Agreement dated September 29, 2021 (the “Security Agreement”);
C. On May 3, 2022, the Company announced plans to cease tebipenem commercialization initiatives following FDA feedback from a late-cycle meeting; and
D. In light of the Company’s May 3, 2022 announcement, the Parties now desire to terminate the Financing Agreement, the Security Agreement and any other ancillary agreements, arrangements or understandings under or contemplated by these agreements, subject to the terms and conditions set forth in this Agreement.
ARTICLE I
TERMINATION; PAYMENTS
Section 1.1 Termination. As of the Effective Date, and subject to satisfaction of the payment obligations set forth in Section 1.2: (a) each of the Transaction Documents is hereby terminated; (b) the Company Parties shall have no further obligations to the Investors with respect to the Revenue Interests, and Investors will not be entitled to any additional payments in respect of Revenue Interests; (c) all rights transferred with respect to the Revenue Interests and the Collateral shall revert to the Company; (d) all Liens and other security interests granted under the Transaction Documents, including the Security Agreement and the Collateral, to the Investor Representative or any HCR Party shall automatically terminate and be released, without the delivery of any instrument or performance of any act by any Person; (e) the Company shall be permitted, and is hereby authorized to terminate the Lockbox Account, the Collection Account, and any financing statement which has been filed pursuant to the Transaction Documents; and (f) the Investor Representative or any HCR Party shall execute and deliver to, or at the direction of, the Company, at the Company’s sole cost and expense, all other releases and other documents as the Company shall reasonably request to evidence any such release.
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