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
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;
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”).
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”).
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:Placement Agent Agreement • June 16th, 2010 • Aeterna Zentaris Inc. • 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
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”).
COMMON SHARE PURCHASE WARRANT AETERNA ZENTARIS iNC.Common Share Purchase Warrant • August 5th, 2020 • Aeterna Zentaris Inc. • 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 5, 2026 (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).
STRICTLY CONFIDENTIAL Aeterna Zentaris Inc.Exclusive Agency 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. Common Shares At Market Issuance Sales AgreementAt Market Issuance Sales 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:
Michael V. Ward President and Chief Executive Officer Aeterna Zentaris Inc.Placement Agent Agreement • September 20th, 2019 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
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 • 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”).
UNDERWRITER COMMON SHARE PURCHASE WARRANT AETERNA ZENTARIS Inc.Securities Agreement • February 18th, 2021 • Aeterna Zentaris Inc. • 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.
STRICTLY CONFIDENTIAL Aeterna Zentaris Inc.Exclusive Agency Agreement • February 21st, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT AETERNA ZENTARIS iNC.Placement Agent Common Share Purchase Warrant • June 30th, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 July [ , 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). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 10, 2020.
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”).
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
EXECUTION VERSION DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BETWEEN AETERNA ZENTARIS GMBHDevelopment, Commercialization and License Agreement • March 17th, 2009 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
PREFUNDED COMMON SHARE PURCHASE WARRANT AETERNA ZENTARIS iNC.Prefunded Common Share Purchase Warrant • June 30th, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
THIS PREFUNDED 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 June , 2020 (the “Initial Exercise Date”) and until this warrant is exercised in full (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).
COMMON SHARE PURCHASE WARRANT AETERNA ZENTARIS iNC.Security Agreement • February 21st, 2020 • Aeterna Zentaris Inc. • 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 February 21, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 21, 2025 (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).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2015 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT AETERNA ZENTARIS iNC.Placement Agent Agreement • August 5th, 2020 • Aeterna Zentaris Inc. • Pharmaceutical preparations
THIS PLACEMENT AGENT 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 August 3, 2025 (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). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 10, 2020, as amended.
Form of Director and Officer Indemnification AgreementIndemnification Agreement • October 21st, 2016 • Aeterna Zentaris Inc. • Pharmaceutical preparations • Ontario
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this day of , between Æterna Zentaris Inc. (the “Corporation”), a corporation incorporated under the Canada Business Corporation Act and (the “Indemnified Party”).
AETERNA ZENTARIS INC. Common Shares At Market Issuance Sales AgreementAt Market 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
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.
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” -License and Cooperation Agreement • May 7th, 2010 • Aeterna Zentaris Inc. • 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;
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 28th, 2018 • Aeterna Zentaris Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (this “Agreement”) is entered into effective March 5, 2018 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 (the “Executive”).
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”):
AETERNA ZENTARIS INC. (incorporated under the laws of Canada) 6,600,000 Units Each Unit Consisting of One Common Share AndUnderwriting Agreement • October 12th, 2012 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
AETERNA ZENTARIS INC. (the “Company”), a corporation incorporated under the Canada Business Corporations Act (the “CBCA”), confirms its agreement with Roth Capital Partners, LLC (the “Underwriter”) with respect to the sale by the Company and the purchase by the Underwriter of the units of the Company (“Units”) set forth in SCHEDULE A hereto, each of which shall be comprised of one (1) common share of the share capital of the Company (the “Offered Shares”) and 0.45 of a warrant to purchase one (1) common share of the share capital of the Company (each, a “Warrant” and, collectively, the “Warrants”). The common shares of the share capital of the Company are generally referred to herein as “Common Shares.” The Common Shares issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares.” The aforesaid Units, Offered Shares, Warrants and Warrant Shares are herein called, collectively, the “Securities.” The Units will not be certificated and the Offered Shares and the
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 ONService Contract for Managing Director • March 30th, 2009 • Aeterna Zentaris Inc. • 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").
