ACHILLION PHARMACEUTICALS, INC. (a Delaware corporation) 12,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2015 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York
ACHILLION PHARMACEUTICALS, INC. $75,000,000 of Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • February 23rd, 2017 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York
Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2010 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of August 18, 2010 by and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchasers identified in the attached Exhibit A (each a “Purchaser” and collectively, the “Purchasers”).
Shares ACHILLION PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCommon Stock Purchase Warrant • March 31st, 2006 • Achillion Pharmaceuticals Inc • Connecticut
Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [name] or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the Initial Exercise Date (as defined below) and on or before 5:00 p.m. (Eastern Standard Time) on October 28, 2009 that number of shares of Common Stock, $.001 par value per share, of the Company (the “Common Stock”) as is determined by application of the formula set forth below.
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • July 6th, 2009 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS AGREEMENT dated as of the 1st day of July 2009 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ACHILLION PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2019 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania
This Employment Agreement (the “Agreement”) is entered into by and between Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the “Company”), and Brian Di Donato (the “Executive”). The Agreement shall take effect as of February 11, 2019 (the “Effective Date”). Until the Effective Date, the Executive’s July 13, 2018 Offer Letter (the “Initial Agreement”) will remain in force and effect and continue to govern the Executive’s employment with the Company.
Number of Warrants: Warrant Certificate No.Security Agreement • October 6th, 2008 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to 5:00 p.m. (New York time) on , 201[5/6] (the “Expiry Time”) (subject to extension as provided in Section 5 below) but not thereafter, to subscribe for and purchase from Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), subject to adjustment as provided herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ACHILLION PHARMACEUTICALS, INC. 10,275,000 Shares of Common Stock UNDERWRITING AGREEMENT January 22, 2010Underwriting Agreement • January 22nd, 2010 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York
Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Roth Capital Partners, LLC (“Roth”), Noble Financial Capital Markets and National Securities Corporation (each, an “Underwriter” and, collectively, the “Underwriters”) an aggregate of 10,275,000 shares (the “Securities”) of its common stock, par value $0.001 per share (the “Common Stock”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2006 • Achillion Pharmaceuticals Inc • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the 26th day of May 2004, is entered into by Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the “Company”), and Gautam Shah, Ph.D., residing at 6 Todd’s Way, Westport, CT 06880 (the “Employee”).
ACHILLION PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Inducement Grant Pursuant to NASDAQ Stock Market Rule 5635(c)(4)Nonstatutory Stock Option Agreement • November 1st, 2017 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2011 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the 5th day of April 2011, is entered into by Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the “Company”), and Joseph Truitt (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2009 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the 8th day of December 2008, is entered into by Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the “Company”), and Joseph Truitt, residing at 70 Ridings Way, Ambler, Pennsylvania 19002 (the “Employee”).
August 30, 2012 Achillion Pharmaceuticals, Inc. New Haven, Connecticut 06511-6624 Ladies and Gentlemen:Purchase Agreement • November 8th, 2012 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York
Each of the undersigned (each, an “Investor” and collectively, the “Investors”) hereby confirms and agrees, severally and not jointly, with you as follows:
ACHILLION PHARMACEUTICALS, INC. June 5, 2012Separation Agreement • August 8th, 2012 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your separation from Achillion Pharmaceuticals, Inc. (the “Company”). Payment of the separation pay described below is contingent on your agreement to and compliance with the terms of this Agreement. Neither this offer to you nor the Company’s entering into this Agreement shall constitute an admission by the Company.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2011 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the 9th day of March 2010, is entered into by Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the “Company”), and Mary Kay Fenton, residing at 1381 Farmington Avenue, West Hartford, Connecticut 06107 (the “Employee”). This Agreement amends and restates the Amended and Restated Employment Agreement between the Company and the Employee dated September 10, 2003, as amended (the “Prior Agreement”).
Achillion Pharmaceuticals, Inc. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive PlanNonstatutory Stock Option Agreement • December 26th, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations
FIRST AMENDMENT TO MASTER SECURITY AGREEMENTMaster Security Agreement • August 8th, 2017 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations
This First Amendment to Master Security Agreement (this “Amendment”) is made as of the 26th day of May, 2016 between Webster Bank, National Association (“Secured Party”) and Achillion Pharmaceuticals, Inc. (“Debtor”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • September 22nd, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is made effective as of November 24, 2004 (“Effective Date”) by and between ACHILLION PHARMACEUTICALS, INC., a Delaware corporation (“Achillion”), with its principal place of business at 300 George Street, New Haven, Connecticut 06511, USA, and GILEAD SCIENCES, INC., a Delaware corporation (“Gilead”), with its principal place of business at 333 Lakeside Drive, Foster City, California 94404, USA. Achillion and Gilead are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2010 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the 9th day of March 2010, is entered into by Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the “Company”), and Mary Kay Fenton, residing at 1381 Farmington Avenue, West Hartford, Connecticut 06107 (the “Employee”). This Agreement amends and restates the Amended and Restated Employment Agreement between the Company and the Employee dated September 10, 2003, as amended (the “Prior Agreement”).
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 17th, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Second Amended and Restated Investor Rights Agreement is made as of November 17, 2005 by and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of shares of the Company’s Series A Convertible Preferred Stock, $.01 par value per share (the “Series A Preferred”), Series B Convertible Preferred Stock, $.01 par value per share (the “Series B Preferred”), Series C Convertible Preferred Stock, $.01 par value per share (the “Series C Preferred”), Series C-1 Convertible Preferred Stock, $.01 par value per share (the “Series C-1 Preferred”), and Series C-2 Convertible Preferred Stock, $.01 par value per share (the “Series C-2 Preferred”) (collectively, the “Holders”).
ACHILLION PHARMACEUTICALS, INC Incentive Stock Option Agreement Granted Under 1998 Stock Option PlanIncentive Stock Option Agreement • March 31st, 2006 • Achillion Pharmaceuticals Inc
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2010 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 18, 2010 by and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchasers identified in the attached Exhibit A (each a “Purchaser” and, collectively, the “Purchasers”).
Achillion Pharmaceuticals, Inc. Common Stock, $0.001 par value Underwriting AgreementUnderwriting Agreement • November 16th, 2017 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York
The stockholder named in Schedule II hereto (the “Selling Stockholder”) of Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 18,367,346 shares of common stock, $0.001 par value (the “Stock”), of the Company (the “Shares”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • March 31st, 2006 • Achillion Pharmaceuticals Inc • Connecticut
WHEREAS, pursuant to the terms of a certain License Agreement, dated as of August 31, 1994, as amended, by and between Yale University (“Yale”) and Licensor (the “Yale License Agreement”), Yale has licensed to Licensor certain inventions relating to, among other things, potential anti-viral compounds, including ß-L-FD4C;
THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 17th, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Third Amended and Restated Stockholders’ Agreement is made as of the 17th day of November, 2005 by and among ACHILLION PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), certain holders of Common Stock (as defined below) listed as Founders on the signature pages hereto (the “Founders”), the individuals listed as Common Stockholders on the signature pages hereto (the “Common Stockholders”), the individuals and entities listed as Investors on the signature pages hereto (collectively, the “Investors”, and, together with the Founders and the Common Stockholders, the “Stockholders”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENT by and between ACHILLION PHARMACEUTICALS, INC. and THE UNIVERSITY OF MARYLAND, BALTIMORE COUNTYLicense Agreement • March 31st, 2006 • Achillion Pharmaceuticals Inc • Maryland
This agreement (the “Agreement”), dated the 15th day of November, 2002 (the “Effective Date”), is by and between Achillion Pharmaceuticals, Inc. , a corporation organized and existing under the laws of the State of Delaware (“ACHILLION”), and The University of Maryland, Baltimore County, a constituent institution of the University System of Maryland, which is an agency of the State of Maryland (“UMBC”).
November 14, 2017Investor Agreement • November 16th, 2017 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
As an example, if the File-to-Offer Discount is equal to 7.0% and the aggregate gross offering price of such Underwritten Offering is equal to $70,000,000, then the Achillion Coverage Fee Percentage would be equal to 0.0300, and the Company would pay Selling Expenses in an amount equal to $2,100,000 for such first Underwritten Offering. For the avoidance of doubt, the Company shall not be required to pay any Selling Expenses for such Underwritten Offering if the File-to-Offer Discount is less than 5.0%.
Achillion Pharmaceuticals, Inc. Incentive Stock Option Agreement Granted Under 2015 Stock Incentive PlanIncentive Stock Option Agreement • February 25th, 2016 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations
MASTER SECURITY AGREEMENT dated as of January 24, 2002 (“Agreement”)Master Security Agreement • March 31st, 2006 • Achillion Pharmaceuticals Inc • Connecticut
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and Achillion Pharmaceuticals, Inc. (“Debtor”). Secured Party has an office at 401 Merritt 7 Suite 23, Norwalk, CT 06851. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 300 George Street, New Haven, CT 06511.
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 6th, 2008 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Third Amended and Restated Investor Rights Agreement is made as of August 11, 2008 by and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individuals and entities set forth on the signature pages hereto under the heading “Holders” (collectively, the “Holders”).
MASTER SECURITY AGREEMENT dated as of October 3, 2014 (“Agreement”)Master Security Agreement • October 6th, 2014 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations
THIS AGREEMENT is between WEBSTER BANK, NATIONAL ASSOCIATION (together with its successors and assigns, if any, “Secured Party”) and ACHILLION PHARMACEUTICALS, INC. (“Debtor”). Secured Party has an office at 80 Elm Street, New Haven, CT 06510. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 300 George Street, New Haven, CT 06511.
AGREEMENTLicense Agreement • October 10th, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations
This AGREEMENT is made this 22nd day of September, 2006, by and between Achillion Pharmaceuticals, Inc. (“Achillion”) and Yale University (“Yale”).
ACHILLION PHARMACEUTICALS, INC Incentive Stock Option Agreement Granted Under 1998 Stock Option PlanIncentive Stock Option Agreement • March 31st, 2006 • Achillion Pharmaceuticals Inc
STOCK PURCHASE AGREEMENT By and Between JOHNSON & JOHNSON INNOVATION-JJDC, INC. AND ACHILLION PHARMACEUTICALS, INC. Dated as of May 19, 2015Stock Purchase Agreement • August 10th, 2015 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 19, 2015, by and between Johnson & Johnson Innovation-JJDC, Inc. (the “Investor”), a New Jersey corporation with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901, and Achillion Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 300 George Street, New Haven, CT 06511.
