EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 12, 2004, by and among Halozyme Therapeutics, Inc., a Nevada corporation (the "Company"), and the purchasers listed...Registration Rights Agreement • October 15th, 2004 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • New York
RECITALSIndemnification Agreement • July 23rd, 2004 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • Nevada
HALOZYME THERAPEUTICS, INC. 10,000,000 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • May 19th, 2017 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,500,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
HALOZYME THERAPEUTICS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESIndenture • February 28th, 2017 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 5 Section 2.03 Denominations: Provisions for Payment 5 Section 2.04 Execution and Authentications 6 Section 2.05 Registration of Transfer and Exchange 7 Section 2.06 Temporary Securities 8 Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities 8 Section 2.08 Cancellation 9 Section 2.09 Benefits of Indenture 9 Section 2.10 Authenticating Agent 9 Section 2.11 Global Securities 10 ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 10 Section 3.01 Redemption 10 Section 3.02 Notice of Redemption 10 Section 3.03 Payment Upon Redemption 11 Section 3.04 Sinking Fund 11 Section 3.05 Satisfaction of Sinking Fund Payments with Securities 12 Section 3.06 Redemption of Securities for Sinking Fund 12 ARTICLE 4 COVENANTS 12
CREDIT AGREEMENT Dated as of May 24, 2022 among HALOZYME THERAPEUTICS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and The Other Lenders and L/C Issuers Party Hereto BofA SECURITIES,...Credit Agreement • May 24th, 2022 • Halozyme Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 24, 2022, among HALOZYME THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), HALOZYME, INC., a California corporation, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer (as hereinafter defined) from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
HALOZYME THERAPEUTICS, INC. ISSUER AND [_________________________], TRUSTEE INDENTUREIndenture • June 10th, 2005 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • New York
BY AND AMONGSecurities Purchase Agreement • October 15th, 2004 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Exhibit 5.1 828,571 SHARES HALOZYME THERAPEUTICS, INC. SHARES OF COMMON STOCK ($0.001 PAR VALUE) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 14th, 2005 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • New York
8,300,000 Shares HALOZYME THERAPEUTICS, INC. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2010 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to sell 8,300,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to Barclays Capital Inc., as sole underwriter (the “Underwriter”), an option to purchase up to 1,245,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement (this “Agreement”) concerning the purchase of the Stock from the Company by the Underwriter.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2016 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 7, 2016 (the “Effective Date”), among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and HALOZYME THERAPEUTICS, INC. a Delaware corporation (“Parent”) and HALOZYME, INC., a California corporation (“Halozyme”; Halozyme and Parent are individually and collectively, jointly and severally, “Borrower”), both with offices located at 11388 Sorrento Valley Road, San Diego, C
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH "***." AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION. FIRST...Exclusive Distribution Agreement • March 30th, 2005 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances)
Exhibit 99.3 THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION...Securities Purchase Agreement • October 26th, 2004 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
HALOZYME THERAPEUTICS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of August 18, 2022 1.00% Convertible Senior Notes due 2028Indenture • August 18th, 2022 • Halozyme Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of August 18, 2022, between Halozyme Therapeutics, Inc., a Delaware corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely as trustee, registrar, paying agent and conversion agent (the “Trustee”).
EXHIBIT 10.1 CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH "***." AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN SUBMITTED...Development and Supply Agreement • March 30th, 2005 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
HALOZYME THERAPEUTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 5th, 2021 • Halozyme Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Halozyme Therapeutics, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Halozyme Therapeutics, Inc. 2021 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Option subject to all of the terms and conditi
HALOZYME THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 7th, 2009 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
Halozyme Therapeutics, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Halozyme Therapeutics, Inc. 2008 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a Plan prospectus for the Shares in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive
Halozyme Therapeutics, Inc. Restricted Stock Units Agreement under the Halozyme Therapeutics, Inc. 2021 Stock PlanRestricted Stock Units Agreement • August 6th, 2024 • Halozyme Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
6,150,000 Shares HALOZYME THERAPEUTICS, INC. Common Stock ($.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2009 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Introductory. Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies & Company, Inc. as sole underwriter (“Jefferies” or the “Underwriter”) an aggregate of 6,150,000 shares (a “Share” and, collectively, the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”) of the Company.
AGREEMENT AND PLAN OF MERGER among HALOZYME THERAPEUTICS, INC., ATLAS MERGER SUB, INC. and ANTARES PHARMA, INC. Dated as of April 12, 2022Merger Agreement • April 13th, 2022 • Halozyme Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 12, 2022, by and among Halozyme Therapeutics, Inc., a Delaware corporation (“Parent”), Atlas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Antares Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
HALOZYME THERAPEUTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 7th, 2009 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
Halozyme Therapeutics, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Halozyme Therapeutics, Inc. 2008 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Option subject to all of the terms and conditi
Halozyme Therapeutics, Inc. Restricted Stock Award Agreement under the Halozyme Therapeutics, Inc. 2021 Stock PlanRestricted Stock Award Agreement • May 5th, 2021 • Halozyme Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Exhibit 10.1 CONFIDENTIAL TREATMENT REQUESTED--REDACTED COPY CONFIDENTIAL TREATMENT REQUESTED:INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH "***" AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN SUBMITTED...Commercial Supply Agreement • February 22nd, 2005 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 1st, 2013 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
This agreement is dated December __, 2012 and is by and between HALOZYME THERAPEUTICS, INC., a Delaware corporation (the “Company,” “us,” “we” or “our”), and [Name of Officer] (“you” or “your”).
HALOZYME THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 7th, 2009 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
Halozyme Therapeutics, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Halozyme Therapeutics, Inc. 2008 Outside Directors’ Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Noti
Halozyme Therapeutics, Inc. Performance Stock Units Agreement under the Halozyme Therapeutics, Inc. 2011 Stock PlanPerformance Stock Units Agreement • May 5th, 2021 • Halozyme Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
LEASE by and between BMR-SORRENTO PLAZA LLC, a Delaware limited liability company and HALOZYME, INC., a California corporationLease • June 16th, 2011 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
THIS GUARANTY OF LEASE (“Guaranty”), dated as of June 10, 2011, is made and entered into by HALOZYME THERAPEUTICS, INC., a Delaware corporation (“Guarantor”).
SUBLEASE AGREEMENT between AVANIR PHARMACEUTICALS as Sublandlord and HALOZYME, INC. as SubtenantSublease Agreement • July 31st, 2007 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances)
THIS SUBLEASE AGREEMENT (“Sublease”) is made as of this 2nd day of July, 2007 (the “Effective Date”), by and between AVANIR PHARMACEUTICALS, a California corporation (“Sublandlord”) and HALOZYME, INC., a California corporation (“Subtenant”), a subsidiary of HALOZYME THERAPEUTICS, INC., a Nevada corporation (“Parent”), with Sublandlord and Subtenant hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party”).
STOCK PURCHASE AGREEMENT Dated as of April 23, 2007 by and among HALOZYME THERAPEUTICS, INC. and NEW RIVER MANAGEMENT V, L.P.Stock Purchase Agreement • April 24th, 2007 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 23, 2007, is entered into by and between Halozyme Therapeutics, Inc., a Nevada corporation (the “Company”), and New River Management V, LP, a Delaware limited partnership (the “Purchaser”), for the purchase and sale of 3,500,000 shares of the Company’s Common Stock, par value $.001 per share (the “Shares”).
NON-EXCLUSIVE DISTRIBUTION AGREEMENTNon-Exclusive Distribution Agreement • April 23rd, 2004 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances)
THIS NON-EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”), dated as of February 9, 2004 (the “Effective Date”) is entered into between MediCult A/S (“Distributor”), CVR-no. 10975077, a Danish corporation, having a place of business located at Møllehaven 12, DK-4040 Jyllinge, Denmark, and HALOZYME THERAPEUTICS, INC. (“Halozyme”), a California corporation, having a principal place of business at 11588 Sorrento Valley Road, Suite 17, San Diego, CA 92121. The parties hereby agree as follows:
TRANSITION SERVICES AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSTransition Services Agreement • May 9th, 2017 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
This Transition Services Agreement and General Release of All Claims (“Agreement”) is made by and between Halozyme, Inc. (“Halozyme”) and Athena M. Countouriotis (“Employee”) with respect to the following facts:
INDEMNITY AGREEMENTIndemnity Agreement • December 20th, 2007 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Indemnity Agreement, dated as of December 14, 2007, is made by and between Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
6,800,000 Shares HALOZYME THERAPEUTICS, INC. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2012 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to sell 6,800,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to Barclays Capital Inc., as sole underwriter (the “Underwriter”), an option to purchase up to an aggregate of 1,020,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement (this “Agreement”) concerning the purchase of the Stock from the Company by the Underwriter.
SECURITY AGREEMENTSecurity Agreement • May 24th, 2022 • Halozyme Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITY AGREEMENT, dated as of May 24, 2022 (this “Agreement”), is by and among HALOZYME THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), and certain of its Subsidiaries from time to time party hereto (collectively, together with the Borrower, the “Grantors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for itself, the other lending institutions and L/C issuers (hereinafter, collectively, the “Lenders”) which are or may become parties to that certain Credit Agreement, dated as of the date hereof, by and among the Borrower, the Lenders party thereto and the Administrative Agent (as amended, supplemented, restated or otherwise modified and in effect from time to time, the “Credit Agreement”), and the other Secured Parties.
HALOZYME THERAPEUTICS, INC. AND CORPORATE STOCK TRANSFER as Rights Agent RIGHTS AGREEMENT Dated as of May 4, 2006Rights Agreement • May 8th, 2006 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Rights Agreement (“Rights Agreement”), is dated as of May 4, 2006, between Halozyme Therapeutics, Inc., a Nevada corporation (the “Company”), and Corporate Stock Transfer (the “Rights Agent”).
HALOZYME THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 8th, 2006 • Halozyme Therapeutics Inc • Biological products, (no disgnostic substances) • California
Halozyme Therapeutics, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Halozyme Therapeutics, Inc. 2005 Outside Directors Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notic
