Aeterna Zentaris Inc. 20,509,746 Common Shares (no par value per share) Amended and Restated Underwriting AgreementUnderwriting Agreement • February 18th, 2021 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
Aeterna Zentaris Inc., a company incorporated under the laws of the Canada (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,509,746 of its common shares (the “Firm Shares”), no par value per share (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,076,461 Common Shares as provided in Section 2. The additional 3,076,461 Common Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed o
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2020, between Aeterna Zentaris Inc., a corporation incorporated under the laws of Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2013 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2013, between Aeterna Zentaris Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2020, between Aeterna Zentaris Inc., a corporation incorporated under the laws of Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2009 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2009, between AEterna Zentaris Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITER COMMON SHARE PURCHASE WARRANT AETERNA ZENTARIS Inc.Aeterna Zentaris Inc. • February 18th, 2021 • Pharmaceutical preparations • New York
THIS UNDERWRITER COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 17, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aeterna Zentaris Inc., a corporation incorporated under the laws of Canada (the “Company”), up to_____shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares, as defined in Section 1 herein. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement, as defined in Section 1 herein.
COMMON SHARE PURCHASE WARRANT AETERNA ZENTARIS INC.Aeterna Zentaris Inc. • September 20th, 2019 • Pharmaceutical preparations
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (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 March [ ], 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ](1) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aeterna Zentaris Inc., a Canadian corporation (the “Company”), up to common shares (as subject to adjustment hereunder, the “Warrant Shares”) in the capital of the Company. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONFIDENTIAL Dennis Turpin Vice President and Chief Financial Officer Æterna Zentaris Inc. 1405 du Parc-Technologique Blvd. Québec, Québec Canada G1P 4P5 Dear Mr. Turpin:Aeterna Zentaris Inc. • June 16th, 2010 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Æterna Zentaris Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including units comprised of common shares in the share capital of the Company (the “Common Shares”) and warrants to purchase Common Shares. For greater certainty, the term “Securities” includes the Rodman Warrants (as defined below) and the Common Shares issuable upon exercise thereof. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company t
STRICTLY CONFIDENTIAL Aeterna Zentaris Inc.Letter Agreement • June 30th, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2010 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2010, between Æterna Zentaris Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AETERNA ZENTARIS INC. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of [*], 2024Warrant Indenture • February 15th, 2024 • Aeterna Zentaris Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Corporation and Ceapro Inc. (“Ceapro”) entered into an Arrangement Agreement dated as of December 14, 2023 (the “Arrangement Agreement”), providing for, among other things, the completion of the Arrangement (as defined in the Arrangement Agreement) pursuant to which the Corporation will acquire all of the issued and outstanding common shares of Ceapro;
Michael V. Ward President and Chief Executive Officer Aeterna Zentaris Inc.Aeterna Zentaris Inc. • September 20th, 2019 • Pharmaceutical preparations • New York
AETERNA ZENTARIS INC. Common Shares At Market Issuance Sales AgreementSales Agreement • May 9th, 2014 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
Aeterna Zentaris Inc. (the “Company”), a corporation formed under the Canada Business Corporations Act (the “CBCA”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2016 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2016, between Aeterna Zentaris Inc., a corporation incorporated under the Canada Business Corporations Act, (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 16th, 2010 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 15, 2010, between Æterna Zentaris Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
STRICTLY CONFIDENTIAL Aeterna Zentaris Inc.Letter Agreement • February 21st, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT OF PROF. JUERGEN ENGELEmployment Agreement • March 30th, 2009 • Aeterna Zentaris Inc. • Pharmaceutical preparations
BETWEEN: ÆTERNA ZENTARIS INC., a Corporation duly incorporated under the laws of Canada, having its head office at 1405 Parc-Technologique Blvd., Québec, QC GIP 4P5
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT (amending and restating the Shareholder Rights Plan dated March 29, 2016) BETWEEN AETERNA ZENTARIS INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA, as Rights Agent DATED AS OF MAY 8, 2019Shareholder Rights Plan Agreement • May 9th, 2019 • Aeterna Zentaris Inc. • Pharmaceutical preparations • Quebec
AETERNA ZENTARIS INC., a Canadian corporation, having its registered office at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9
UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2015 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
AETERNA ZENTARIS INC. Common Shares At Market Issuance Sales AgreementMarket Issuance Sales Agreement • April 28th, 2017 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
Aeterna Zentaris Inc. (the “Company”), a corporation formed under the Canada Business Corporations Act (the “CBCA”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 28th, 2016 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
License and Cooperation Agreement FOR PERIFOSINE by and between Zentaris AG Weismüllerstr. 45 60314 Frankfurt am Main Germany - herein “Zentaris” - and AOI Pharma, Inc. 750 Lexington Avenue, 26th Floor New York, New York 10022 USA - herein “AOI” -Aeterna Zentaris Inc. • May 7th, 2010 • Pharmaceutical preparations
Whereas, AOI desires to obtain certain licenses from Zentaris to develop and commercialize Perifosine under the aforesaid patents and know-how, and Zentaris is willing to grant to AOI such licenses;
LICENSE AND ASSIGNMENT AGREEMENTLicense and Assignment Agreement • January 19th, 2018 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2018 • Aeterna Zentaris Inc. • Pharmaceutical preparations • South Carolina
This Agreement is made by and between AETERNA ZENTARIS INC., a corporation duly incorporated under the laws of Canada, having its head office at 315 Sigma Drive, Summerville, South Carolina 29483 (the Corporation) and James Clavijo, currently domiciled at 50 Biscayne Blvd., Apt. 4210, Miami, Florida 33132 (the Executive) and shall be effective as of March 5, 2018 (the “Effective Date”):
AMENDMENT AGREEMENT dated by AETERNA ZENTARIS GMBH (“AZ”) and NOVO NORDISK BIOPHARM LIMITED (“NNBL”)Amendment Agreement • November 16th, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations
AMENDMENT #1 TO THE SERVICE CONTRACT FOR MANAGING DIRECTOR ENTERED INTO ONAeterna Zentaris Inc. • March 30th, 2009 • Pharmaceutical preparations
WHEREAS the Company and the Managing Director entered into a Service Contract for Managing Director (“Service Contract”) on December 5, 2007;
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • March 16th, 2017 • Aeterna Zentaris Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this "Agreement"), dated as of February 17, 2016, is between Aeterna Zentaris Inc., a corporation with an address at 2500-1 PLACE Ville Marie Montréal Québec H3B 1R1, Canada (the "Company"), and Geneviève Lemaire, CPA, CA, CPA (Illinois), with an address at 44 Montée du Bois Franc, Lac-Beauport, Québec, Canada G3B 1Y5 (the “Consultant").
COMMON SHARE PURCHASE WARRANT ÆTERNA ZENTARIS INC.Common Share Purchase Warrant • June 16th, 2010 • Aeterna Zentaris Inc. • Pharmaceutical preparations
THIS COMMON SHARE 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 (the “Initial Exercise Date”) and on or prior to the close of business on June ___, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Æterna Zentaris Inc., a Canadian corporation (the “Corporation”), up to common shares (the “Warrant Shares”) of the capital of the Corporation (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) hereof.
AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • February 27th, 2024 • Aeterna Zentaris Inc. • Pharmaceutical preparations • Alberta
WHEREAS Ceapro and Aeterna Zentaris (the “Parties”) entered into an arrangement agreement dated December 14, 2023 (the “Arrangement Agreement”) setting out the terms and conditions of a plan of arrangement (as amended from time to time, the “Plan of Arrangement”) which provides for, among other things, and subject to the terms and conditions thereof (i) the acquisition by Aeterna Zentaris of all of the issued and outstanding common shares in the share capital of Ceapro (the “Shares”) from the shareholders of Ceapro (the “Shareholders”), which Shares will be exchanged for common shares of Aeterna Zentaris (the “Aeterna Zentaris Shares”) at the exchange ratio (the “Exchange Ratio”) set forth in the Arrangement Agreement, and (ii) the replacement of each of the outstanding options to purchase Shares granted under or otherwise subject to the 2023 amended and restated stock option plan of the Corporation approved by the Shareholders on June 6, 2023, as amended from time to time, for replace
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2015 • Aeterna Zentaris Inc. • Pharmaceutical preparations
BETWEEN: AETERNA ZENTARIS, INC., a Corporation duly incorporated, having an office at 100 Market Place, Suite 203, 25 Mountainview Blvd. Basking Ridge, NJ 07920 (hereinafter the "Corporation") AND: KEITH SANTORELLI, CPA, domiciled at18 Mountain Avenue, Wakefield, MA 01880 (hereinafter the "Executive")
EXECUTION VERSION DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BETWEEN AETERNA ZENTARIS GMBHAnd License Agreement • March 17th, 2009 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
LICENSE AGREEMENT between Aeterna Zentaris GmbH and Sinopharm A-think Pharmaceuticals Co., Ltd. Dated as of 1 December 2014License Agreement • December 11th, 2014 • Aeterna Zentaris Inc. • Pharmaceutical preparations • Hong Kong
This License Agreement (this "Agreement") is entered into as of 1 December 2014 (the "Effective Date") by and between Aeterna Zentaris GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, with its principal place of business at Weismüllerstrasse 50, 60314 Frankfurt Germany ("AEZS"), and Sinopharm A-think Pharmaceuticals Co., Ltd., a company organized under the laws of the People's Republic of China with its registered address at No. 1, Yi Xin Road, Shuangyang Economic Development Zone, Changchun, Jilin Province, China ("Sinopharm"). AEZS and Sinopharm are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
THIS FIRST SUPPLEMENTAL INDENTURE made as of the 6th day of August, 2024. BETWEEN:First Supplemental Indenture • August 7th, 2024 • Aeterna Zentaris Inc. • Pharmaceutical preparations • Ontario
COSCIENS BIOPHARMA INC. (formerly, AETERNA ZENTARIS INC.), a corporation incorporated under the laws of Canada (the “Corporation”),
LICENSE AGREEMENT FOR PERIFOSINE by and between Æterna Zentaris GmbH Weismüllerstrasse 50 60314 Frankfurt am Main Germany - herein “Licensor” - and Yakult Honsha Co., Ltd. Minato-ku, Tokyo Japan - herein “Licensee” -License Agreement • March 31st, 2011 • Aeterna Zentaris Inc. • Pharmaceutical preparations
[***] = Portions of this exhibit have been omitted pursuant to a confidential treatment request in accordance with Rule 24b-2 under the Securities Exchange Act of 1934. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission.
License AgreementLicense Agreement • December 7th, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations
Aeterna Zentaris GmbH, a corporation incorporated under the laws of Germany, (“AEZS”), with its principal place of business at Weismüllerstrasse 50, 60314 Frankfurt am Main Germany;
