MERUS LABS INTERNATIONAL INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA - and - CANACCORD GENUITY CORP. SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issue of up to 14,250,000 Subscription Receipts Dated as of March 1, 2016Subscription Receipt Agreement • June 7th, 2016 • Merus Labs International Inc. • Pharmaceutical preparations • British Columbia
UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2015 • Merus Labs International Inc. • Pharmaceutical preparations • Ontario
UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2014 • Merus Labs International Inc. • Pharmaceutical preparations • Ontario
Canaccord Genuity Corp., Clarus Securities Inc. and Cormark Securities Inc. (collectively, the “Co-Lead Underwriters”), together with Paradigm Capital Inc., TD Securities Inc. and Euro Pacific Canada Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”, and each individually, an “Underwriter”) hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 18 below, offer to purchase from Merus Labs International Inc. (the “Corporation”) and the Corporation hereby agrees to issue and sell to the Underwriters, 16,000,000 common shares of the Corporation (the “Base Shares”), on a “bought deal” underwritten basis, at the purchase price of $1.70 per Base Share (the “Offering Price”), for aggregate gross proceeds of $27,200,000.
first AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 18th, 2016 • Merus Labs International Inc. • Pharmaceutical preparations • British Columbia
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “* * *” and has been filed separately with the Securitites and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission....Credit Agreement • January 2nd, 2013 • Merus Labs International Inc. • Pharmaceutical preparations
This Credit Agreement dated as of July 10, 2012, (as amended, restated or otherwise modified from time to time, this “Agreement”) is made among MERUS LABS INTERNATIONAL INC., a corporation organized under the laws of British Columbia (“Borrower”), the Loan Parties named herein, PDL BIOPHARMA, INC. (the “Lender”), and PDL BIOPHARMA, INC., not individually, but as Agent (as defined below).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2016 • Merus Labs International Inc. • Pharmaceutical preparations • Ontario
MERUS LABS INTERNATIONAL INC. 100 Wellington Street West, Suite 2110 Toronto, Ontario M5K 1H1Acquisition Agreement • August 11th, 2014 • Merus Labs International Inc. • Pharmaceutical preparations • Ontario
We write further to the letter agreement (the “Letter Agreement”) dated June 10, 2014 between Merus Labs International Inc. (“Merus Labs”) and Dacha Strategic Metals Inc. (“Dacha”) pursuant to which Merus Labs agreed to acquire all of the issued and outstanding shares (the “Newco Shares”) of a corporation to be incorporated and organized by Dacha (“Newco”) in exchange for the issuance of common shares of Merus Labs (the “Merus Shares”) to Dacha (the “Acquisition”). The purposes of this further letter agreement (the “Acquisition Agreement”) is to set forth the definitive terms upon which the Acquisition will be completed, and is agreed to be the “Acquisition Agreement” as contemplated in Section 2 of the Letter Agreement.
as Borrower - and - BANK OF MONTREAL CIT FINANCIAL LTD. EXPORT DEVELOPMENT CANADA and LAURENTIAN BANK OF CANADA as Lenders - and - BANK OF MONTREAL and CIT GROUP SECURITIES (CANADA) INC. as Co-Lead Arrangers - and - BANK OF MONTREAL, as Administrative...Credit Agreement • September 22nd, 2014 • Merus Labs International Inc. • Pharmaceutical preparations • British Columbia
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
FORM OF SERIES A PREFERRED SHARE SUBSCRIPTION AGREEMENT MERUS LABS INTERNATIONAL INC. SERIES A PREFERRED SHARES PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTSeries a Preferred Share Subscription Agreement • June 11th, 2014 • Merus Labs International Inc. • Pharmaceutical preparations • Ontario
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Merus Labs International Inc. (the “Issuer”) the number of Series A Preferred Shares to be created and designated by the Issuer (the “Preferred Shares”) set forth below at a purchase price of CDN$1,000 per Preferred Share for the aggregate purchase price set forth below (the “Offering”). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Preferred Shares”.
ASSET PURCHASE AGREEMENT between NOVARTIS AG NOVARTIS PHARMA AG AND MERUS LABS LUXCO SARL MERUS LABS INTERNATIONAL INC.Asset Purchase Agreement • September 22nd, 2014 • Merus Labs International Inc. • Pharmaceutical preparations
This ASSET PURCHASE AGREEMENT (“Agreement”) is made as of this 8th day of September, 2014 (“Closing Date”), by and between Novartis AG, a company organized under the laws of Switzerland and Novartis Pharma AG, a company organized under the laws of Switzerland, both located at Lichtstrasse 35, 4056 Basel, Switzerland (collectively, referred to as “Novartis”) and Merus Labs Luxco SARL, a company organized under the laws of Luxembourg, located at 26-28, rue Edward Steichen, L-2540 Luxembourg (“Purchaser”) and Merus Labs International Inc., a company organized under the laws of Canada, 100 Wellington Street West, Suite 2110, P.o. Box 151, Toronto, Ontario, M5K 1H1 Canada (“Merus”). Novartis, Purchaser and Merus are each referred to individually as a “Party” and together as the “Parties.”
UCB PHARMA GMBH as SellerSale and Purchase Agreement • February 18th, 2016 • Merus Labs International Inc. • Pharmaceutical preparations
In this Agreement, the Seller and the Purchaser are individually referred to as a "Party" and collectively as the "Parties", as the context may require. Reference to Purchaser shall be deemed to include its Affiliates.
MERUS LABS INTERNATIONAL INC. 100 Wellington Street West, Suite 2110 Toronto, Ontario M5K 1H1Acquisition Agreement • June 11th, 2014 • Merus Labs International Inc. • Pharmaceutical preparations • Ontario
The purpose of this Letter Agreement is to confirm the terms of an agreement (the “Agreement”) between Merus Labs International Inc. (“Merus Labs”) and Dacha Strategic Metals Inc. (“Dacha”) pursuant to which Merus Labs will acquire all of the issued and outstanding shares (the “Newco Shares”) of a corporation to be incorporated and organized by Dacha (“Newco”) in exchange for the issuance of common shares of Merus Labs (the “Merus Shares”) to Dacha (the “Acquisition”).
ASSET PURCHASE AGREEMENT between NOVARTIS PHARMA AG AND MERUS LABS LUXCO SARLAsset Purchase Agreement • January 2nd, 2013 • Merus Labs International Inc. • Pharmaceutical preparations
This ASSET PURCHASE AGREEMENT (“Agreement”) is made as of this 10th day of July, 2012 (“Closing Date”), by and between Novartis Pharma AG a company organized under the laws of Switzerland and located at Lichtstrasse 35, 4056 Basel, Switzerland (referred to as “Novartis”), and Merus Labs Luxco SARL, a company organized under the laws of Luxembourg (“Purchaser”), located at 208, Val des Bons Malades, Luxembourg L-2121, The Grand Duchy of Luxembourg. Novartis and Purchaser are each referred to individually as a “Party” and together as the “Parties.”
ASSET PURCHASE AGREEMENT between NOVARTIS PHARMA AG AND MERUS LABS LUXCO SARLAsset Purchase Agreement • May 31st, 2013 • Merus Labs International Inc. • Pharmaceutical preparations
This ASSET PURCHASE AGREEMENT (“Agreement”) is made as of this 11th day of July, 2012 (“Closing Date”), by and between Novartis Pharma AG a company organized under the laws of Switzerland and located at Lichtstrasse 35, 4056 Basel, Switzerland (referred to as “Novartis”), and Merus Labs Luxco SARL, a company organized under the laws of Luxembourg (“Purchaser”), located at 208, Val des Bons Malades, Luxembourg L-2121, The Grand Duchy of Luxembourg. Novartis and Purchaser are each referred to individually as a “Party” and together as the “Parties.”
CREDIT AGREEMENT September 20, 2013Credit Agreement • October 3rd, 2013 • Merus Labs International Inc. • Pharmaceutical preparations • British Columbia
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
ARRANGEMENT AGREEMENTArrangement Agreement • April 16th, 2012 • Merus Labs International Inc. • Services-miscellaneous business services • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto, the Parties hereto hereby covenant and agree as follows:
ARRANGEMENT AGREEMENT May 11, 2017Arrangement Agreement • May 19th, 2017 • Merus Labs International Inc. • Pharmaceutical preparations • Ontario
CREDIT AGREEMENT dated as of July 10, 2012 among MERUS LABS INTERNATIONAL INC., as Borrower, MERUS LABS LUXCO S.À R.L, MERUS LABS INC., ECG HOLDINGS INC., and MERUS LABS NETHERLANDS B.V. as Loan Parties, PDL BIOPHARMA, INC., as Lender, and PDL...Credit Agreement • May 31st, 2013 • Merus Labs International Inc. • Pharmaceutical preparations
This Credit Agreement dated as of July 10, 2012, (as amended, restated or otherwise modified from time to time, this “Agreement”) is made among MERUS LABS INTERNATIONAL INC., a corporation organized under the laws of British Columbia (“Borrower”), the Loan Parties named herein, PDL BIOPHARMA, INC. (the “Lender”), and PDL BIOPHARMA, INC., not individually, but as Agent (as defined below).
THIS AGREEMENT made the day of , 200 , BETWEEN:Stock Option Agreement • November 20th, 2006 • Envoy Communications Group Inc • Services-miscellaneous business services
WHEREAS a Stock Option Plan (hereinafter called the “Plan”) for directors, executive employees and certain consultants of the Company and its subsidiaries has been established by the directors of the Company on October 6, 1997 and approved by the shareholders of the Company on November 14, 1997;
FIRST AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • June 7th, 2017 • Merus Labs International Inc. • Pharmaceutical preparations • Ontario
NORGINE B.V., a private company with limited liability incorporated under the laws of the Netherlands, and having trade register number 30127007 and its registered address at Hogehilweg 7, 1101 CA Amsterdam Zuid Oost, the Netherlands
