Arena Pharmaceuticals Inc Sample Contracts
1 EXHIBIT 1.1 Arena Pharmaceuticals, Inc. 6,000,000 Shares of Common Stock* (par value $.0001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2000 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
Standard Contracts
AGREEMENT BY AND BETWEEN ARENA PHARMACEUTICALS, INC. AND TAISHO PHARMACEUTICAL CO., LTD.License Agreement • May 11th, 2001 • Arena Pharmaceuticals Inc • Services-commercial physical & biological research • California
1 EXHIBIT 10.3 SERVICES AGREEMENT CHEMNAVIGATOR.COM, INC. THIS SERVICES AGREEMENT is entered into as of May 26, 1999, by and between CHEMNAVIGATOR.COM, INC. a Delaware corporation ("CNC"), and JACK LIEF ("Consultant"). 1. CNC wishes to obtain the...Services Agreement • June 22nd, 2000 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • California
EXHIBIT 10.21 CONFIDENTIALSeparation Agreement • November 14th, 2001 • Arena Pharmaceuticals Inc • Services-commercial physical & biological research • California
Exhibit 10.14 PURCHASE AND SALE AGREEMENT By and Between LIMAR REALTY CORP. #13Purchase and Sale Agreement • March 21st, 2001 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • California
COMMON STOCKUnderwriting Agreement • June 21st, 2001 • Arena Pharmaceuticals Inc • Services-commercial physical & biological research • New York
1 EXHIBIT 10.6 LEASELease Agreement • June 22nd, 2000 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • California
INDENTURE Dated as of [•], 201__ Debt SecuritiesIndenture • June 14th, 2016 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and[TRUSTEE], as trustee (the “Trustee”):
Arena Pharmaceuticals, Inc. Shares of Common Stock (par value $0.0001 per share) Sales AgreementSales Agreement • February 27th, 2020 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Credit Suisse Securities (USA) LLC, SVB Leerink LLC and Cantor Fitzgerald & Co. (each individually an “Agent” and collectively, the “Agents”) as follows:
PLEASE NOTE-- Provisions Within This Agreement Are Deemed "CONFIDENTIAL" in Accordance With The Terms of Article XI.Confidentiality Agreement • August 10th, 2001 • Arena Pharmaceuticals Inc • Services-commercial physical & biological research • California
ANDLicense Agreement • April 28th, 2000 • Arena Pharmaceuticals Inc • Delaware
ARENA PHARMACEUTICALS, INC. and COMPUTERSHARE TRUST COMPANY, INC., as Rights Agent RIGHTS AGREEMENT Dated as of October 30, 2002Rights Agreement • November 1st, 2002 • Arena Pharmaceuticals Inc • Services-commercial physical & biological research • Delaware
Rights Agreement, dated as of October 30, 2002, between Arena Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, Inc., as Rights Agent (the "Rights Agent").
BY AND AMONGMerger Agreement • February 21st, 2001 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • California
ARENA PHARMACEUTICALS, INC. $50,000,000 Shares Common Stock ($0.0001 par value) Equity Distribution AgreementEquity Distribution Agreement • January 4th, 2017 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
Arena Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2021 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___________ by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2005 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 10.9 RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN ELI LILLY AND COMPANYResearch Collaboration and License Agreement • July 19th, 2000 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • California
21,000,000 Shares ARENA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2015 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you (the “Representatives”), as Representatives of the underwriters named on Schedule I to this Agreement (the “Underwriters”), an aggregate of 21,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 3,000,000 shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.”
COMMON STOCK PURCHASE AGREEMENT Dated as of November 8, 2011 by and between ARENA PHARMACEUTICALS, INC. and AZIMUTH OPPORTUNITY, L.P.Common Stock Purchase Agreement • November 8th, 2011 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 8th day of November, 2011 (this “Agreement”), by and between Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”), and Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
ARENA PHARMACEUTICALS, INC. WARRANTSecurities Agreement • July 6th, 2006 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, Smithfield Fiduciary LLC or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 829,856 shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $15.49 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the Effective Date (as defined below) and through and including the seven (7) year anniversary of the Effective Date (the “Expiration Date”), and subject to the following terms and conditions.
ContractWarrant Agreement • January 11th, 2012 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF OR OTHERWISE ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
5,500,000 Shares ARENA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2020 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you (the “Representatives”), as Representatives of the underwriters named on Schedule I to this Agreement (the “Underwriters”), an aggregate of 5,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 825,000 shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2010 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 2010, by and among ARENA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and DEERFIELD PRIVATE DESIGN FUND, L.P., DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P., DEERFIELD PARTNERS, L.P., DEERFIELD INTERNATIONAL LIMITED, DEERFIELD SPECIAL SITUATIONS FUND, L.P. AND DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED (as defined below) (each individually, a “Purchaser” and together, the “Purchasers”).
8,500,000 Shares ARENA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2018 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you (the “Representatives”), as Representatives of the underwriters named on Schedule I to this Agreement (the “Underwriters”), an aggregate of 8,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,275,000 shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.”
Restricted Stock Unit Grant Agreement for Non-Employee DirectorsRestricted Stock Unit Grant Agreement • June 19th, 2020 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS GRANT AGREEMENT (this “Agreement”), effective as of __________ (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and __________ (the “Participant”).
12,500,000 Shares ARENA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 2009 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you (the “Underwriter”), an aggregate of 12,500,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”).
Arena Pharmaceuticals, Inc. 2020 Long-Term Incentive Plan Nonqualified Stock Option Grant Agreement for Non-Employee DirectorsNonqualified Stock Option Grant Agreement • June 19th, 2020 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS GRANT AGREEMENT (this “Agreement”), effective as of _________________ (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________ (the “Participant”).
LEASE AGREEMENTLease Agreement • January 6th, 2004 • Arena Pharmaceuticals Inc • Pharmaceutical preparations
THIS LEASE AGREEMENT is made as of this 30th day of December, 2003, between ARE-Nancy Ridge No. 3, LLC, a Delaware limited liability company (“Landlord”), and Arena Pharmaceuticals, Inc., a Delaware corporation, (“Tenant”).
ANDLicense Agreement • July 19th, 2000 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • California
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 13th, 2021 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2021, is by and among Pfizer Inc., a Delaware corporation (“Parent”), Antioch Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Arena Pharmaceuticals, Inc. (the “Company”), a Delaware corporation.
Arena Pharmaceuticals, Inc., 2020 Long-Term Incentive Plan Restricted Stock Unit Grant AgreementRestricted Stock Unit Grant Agreement • June 19th, 2020 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Grant Agreement (this “Agreement”), effective as of ____________ (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________ (the “Participant”).
Arena Pharmaceuticals, Inc., 2020 Long-Term Incentive Plan Nonqualified Stock Option Grant Agreement for Employees and ConsultantsNonqualified Stock Option Grant Agreement • June 19th, 2020 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Grant Agreement (this “Agreement”), effective as of ____________ (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________ (the “Participant”).
WARRANT AGREEMENTDebt Securities Warrant Agreement • June 14th, 2016 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between ARENA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
Arena Pharmaceuticals, Inc., 2017 Long-Term Incentive Plan Incentive Stock Option Grant AgreementIncentive Stock Option Grant Agreement • June 22nd, 2017 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS GRANT AGREEMENT (this “Agreement”), effective as of _________________ (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________, an employee providing services to the Company (the “Participant”).
ARENA PHARMACEUTICALS, INC., 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENTPerformance Restricted Stock Unit Grant Agreement • November 4th, 2021 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Grant Agreement (this “Agreement”), effective as of August 15, 2021 (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”) and evidences the terms of the Company’s grant to the Participant of a performance restricted stock unit (“PRSU”) award on the terms and conditions set forth herein (the “Award”).
