LICENSE AGREEMENTLicense Agreement • March 17th, 1999 • Axonyx Inc • New York
Exhibit 10.1 Form of Share Exchange Agreement Axonyx Inc. 500 Seventh Avenue, 10th Floor New York, NY 10018 Attention: Marvin Hausman, M.D., CEO Re: Share Exchange Dear Dr. Hausman: The undersigned (the "Seller") is the holder of that number of shares...Share Exchange Agreement • January 20th, 2004 • Axonyx Inc • Pharmaceutical preparations • New York
AXONYX INC.Investment Agreement • January 16th, 2004 • Axonyx Inc • Pharmaceutical preparations • Delaware
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • May 5th, 2004 • Axonyx Inc • Pharmaceutical preparations • New York
AXONYX, INC.Securities Agreement • May 5th, 2004 • Axonyx Inc • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2010 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 16, 2010, by and between RAPTOR PHARMACEUTICAL CORP., a Delaware corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
AXONYX INC. CONVERTIBLE NOTEConvertible Note • March 17th, 1999 • Axonyx Inc • New York
AXONYX INC. and The Nevada Agency and Trust Company, as Rights Agent Rights Agreement Dated as of May 13, 2005Rights Agreement • May 16th, 2005 • Axonyx Inc • Pharmaceutical preparations • Nevada
RIGHTS AGREEMENT THIS AGREEMENT is dated as of May 13, 2005 between AXONYX INC., a Nevada corporation (the “Company”), and THE NEVADA AGENCY AND TRUST COMPANY, a Nevada corporation (the “Rights Agent”). WITNESSETH: WHEREAS, effective May 13, 2005, the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock, $0.001 par value per share, of the Company (the “Common Stock”) outstanding as of the close of business on May 27, 2005 (the “Record Date”), and contemplates the issuance of one Right (subject to adjustment as provided herein) for each share of Common Stock of the Company issued between the Record Date and the earlier of the Distribution Date and the Expiration Date, as such terms are hereinafter defined (with Rights also to be issued in connection with certain issuances of Common Stock after the Distribution Date, as provided more fully herein), each Right representing the right to purcha
RAPTOR PHARMACEUTICAL CORP. SALES AGREEMENTSales Agreement • September 8th, 2015 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • New York
Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 3, 2004, by and between Axonyx, Inc., a Nevada corporation (the "Company"), and each investor signatory hereto (each a...Registration Rights Agreement • May 5th, 2004 • Axonyx Inc • Pharmaceutical preparations • New York
COVER PAGEPatent License Agreement • August 10th, 1999 • Axonyx Inc • Pharmaceutical preparations • District of Columbia
JOINT FILING AGREEMENTJoint Filing Agreement • July 21st, 2003 • Axonyx Inc • Pharmaceutical preparations
The undersigned hereby agree that the Statement on this Schedule 13G, dated July 21, 2003, (the "Schedule 13G"), with respect to the Common Stock, par value $0.001 per share, of Axonyx Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Raptor Pharmaceutical Corp. 9,500,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • April 3rd, 2015 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • New York
Raptor Pharmaceutical Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.001 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Un
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2010 • Raptor Pharmaceutical Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 12, 2010 by and among Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
INDEMNITY AGREEMENTIndemnification Agreement • October 10th, 2006 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2006, is made by and between TorreyPines Therapeutics, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT, dated as of the ___ day of , 1999, between the person whose name and address appears on the signature page (individually, a "Holder" or, collectively with the holders of the securities issued...Registration Rights Agreement • March 13th, 2000 • Axonyx Inc • Pharmaceutical preparations • New York
ContractWarrant Agreement • March 29th, 2007 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2009 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2009 between Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
RECITALSResearch and License Agreement • March 17th, 1999 • Axonyx Inc
ARTICLES OF MERGERArticles of Merger • March 17th, 1999 • Axonyx Inc
STOCK OPTION GRANTStock Option Grant • September 1st, 2004 • Axonyx Inc • Pharmaceutical preparations
This Stock Option Grant is made as of the Grant Date by and between Axonyx Inc., a Nevada corporation (the "Company"), and Grantee.
PURCHASE AGREEMENTPurchase Agreement • April 22nd, 2010 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of April 16, 2010, by and between RAPTOR PHARMACEUTICAL CORP., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG HORIZON PHARMA PLC, MISNEACH CORPORATION AND RAPTOR PHARMACEUTICAL CORP. DATED AS OF SEPTEMBER 12, 2016Merger Agreement • September 12th, 2016 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 12, 2016 by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (“Parent”), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article X.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 5th, 2015 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”) is entered into as of June 19, 2015, by and between Ashley Gould (“Executive”) and Raptor Pharmaceutical Corp. (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2010 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2010 by and among Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2009 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of November 12, 2008 (the “Effective Date”), by and between TorreyPines Therapeutics, Inc. (the “Parent”) Parent’s subsidiary, TPTX, Inc. (“TPTX”) and Paul Schneider (the “Executive”). As used in this Agreement, references to the “Company” shall include the Parent and TPTX, as appropriate. This Agreement shall replace and supersede that certain Employment Agreement between Executive and the Company entered into effective as of February 1, 2007 (the “Prior Agreement”). The Company and the Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”
AXONYX, INC.Securities Purchase Agreement • June 2nd, 2004 • Axonyx Inc • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2010 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2010 by and among Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of January 8, 2004, among Axonyx, Inc., a Nevada corporation (the "Company"), and the purchasers identified on the signature pages hereto (each...Securities Purchase Agreement • January 12th, 2004 • Axonyx Inc • Pharmaceutical preparations • New York
TPTX, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 17th, 2008 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.
ARTICLE I DEFINITIONSDevelopment Agreement • June 1st, 1999 • Axonyx Inc • Pharmaceutical preparations • Massachusetts
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • September 16th, 2005 • Axonyx Inc • Pharmaceutical preparations • New York
THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is effective as of the 12th day of September, 2005 (the “Effective Date”), by and between AXONYX, INC. (the “Company”), and Paul Feuerman (the “Executive”).
LOAN AGREEMENT Dated as of December 20, 2012 among HEALTHCARE ROYALTY PARTNERS II, L.P., as Lender, RAPTOR PHARMACEUTICAL CORP., as Borrower and the Guarantors from time to time party hereto,Loan Agreement • June 19th, 2013 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • New York
This LOAN AGREEMENT (this "Agreement"), dated as of December 20, 2012, is entered into by and among HEALTHCARE ROYALTY PARTNERS II, L.P., a Delaware limited partnership, as lender (the "Lender"), RAPTOR PHARMACEUTICAL CORP., a Delaware corporation, as borrower (the "Borrower") and the Guarantors (as defined below) from time to time party hereto.
COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • October 9th, 2003 • Axonyx Inc • Pharmaceutical preparations • New York
This Common Stock Subscription Agreement ("Agreement") is made as of April 24, 2003 by and among Axonyx Inc., a Nevada corporation, with its executive offices at 500 Seventh Ave., 10th Floor, New York, New York 10018 (the "Issuer") and 4 P Management Partners S.A., c/o General Guisan-Quai 36, CH-8002, Zurich, Switzerland (the "Subscriber").
EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2012 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is entered into as of this 10th day of September, 2012 (the “Effective Date”) by and between Raptor Pharmaceutical Corp., a Delaware corporation with its principal offices located at 9 Commercial Blvd., Suite 200, Novato, California 94949 (the “Company”), and Georgia Erbez, a resident of Contra Costa County, California (“Employee”).
