a Delaware corporation) 3,205,128 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2018 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PARATEK PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt SecuritiesIndenture • December 16th, 2016 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 20__, among Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
PARATEK PHARMACEUTICALS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 23, 2018 4.75% Convertible Senior Subordinated Notes due 2024Indenture • April 23rd, 2018 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of April 23, 2018 between PARATEK PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2016 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”), effective as of [Date] is made by and between Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [_________________________] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Controlled Equity OfferingSM Sales AgreementSales Agreement • March 2nd, 2017 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PARATEK PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • December 16th, 2016 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between PARATEK 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”).
PARATEK PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • December 16th, 2016 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between PARATEK 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”).
PARATEK PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • December 16th, 2016 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between PARATEK 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”).
OFFICE LEASE 601 GATEWAY BOULEVARD GATEWAY CENTER, LLC, a California limited liability company as Landlord, and D-NOVO THERAPEUTICS, INC. a Delaware corporation as Tenant.Office Lease • February 10th, 2006 • Novacea Inc • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between GATEWAY CENTER, LLC, a California limited liability company (“Landlord”), and D-NOVO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
PARATEK PHARMACEUTICALS, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [ ], [ ]Indenture • May 9th, 2023 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], [ ] by and between Paratek Pharmaceuticals, Inc., a Delaware corporation, as Issuer (the “Company”) and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2020 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of August 5, 2020 and is entered into by and among (a) (i) PARATEK PHARMACEUTICALS, INC., a Delaware corporation (“Inc.”) (ii) PARATEK PHARMA, LLC, A Delaware limited liability company (“LLC”), and (iii) each of its Qualified Subsidiaries that executed a Joinder Agreement in accordance with the terms of the Loan Agreement (as defined below)(hereinafter collectively referred to as the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively, referred to as “Lender”) and (c) HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENTChange of Control and Severance Benefits Agreement • March 14th, 2014 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • California
This AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into this eleventh day of November 2013 (the “Effective Date”), between TRANSCEPT PHARMACEUTICALS, INC. (the “Company”) and Leone Patterson (“Executive”). This Agreement amends and restates in its entirety that certain Change of Control and Severance Benefits Agreement by and between the Executive and the Company dated as of July 15, 2013, as amended (the “Prior Agreement”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.
TRANSCEPT PHARMACEUTICALS, INC. AMENDED AND RESTATED 2002 STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • February 5th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the Amended and Restated 2002 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement.
Re:Amended and Restated Employment AgreementEmployment Agreement • August 6th, 2019 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
On behalf of the Board of Directors (the “Board”) of Paratek Pharmaceuticals, Inc. (“Paratek” or the “Company”), I am pleased to offer you continued employment under the terms of this Amended and Restated Employment Agreement (the “Agreement”). In this Agreement, you and the Company hereby further amend, supersede, and restate in its entirety that certain amended and restated employment agreement between the Company and you dated August 4, 2017 (the “Employment Agreement”).
WARRANT AGREEMENT To Purchase Shares of the Common Stock of PARATEK PHARMACEUTICALS, INC. Dated as of August 5, 2020 (the “Effective Date”)Warrant Agreement • August 10th, 2020 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • California
Upon partial exercise by either cash or Net Issuance and surrender of this Warrant, the Company shall promptly issue an agreement
PARATEK PHARMACEUTICALS, INC. (a Delaware corporation)Purchase Agreement • April 23rd, 2018 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Leerink Partners LLC (“Leerink”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Leerink are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $135,000,000 aggregate principal amount of the Company’s 4.75% Senior Subordinated Convertible Notes due 2024 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an
AGREEMENT AND PLAN OF MERGER among RESISTANCE ACQUISITION, INC. RESISTANCE MERGER SUB, INC. and PARATEK PHARMACEUTICALS, INC. Dated as of June 6, 2023Merger Agreement • June 7th, 2023 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 6, 2023 (this “Agreement”), among Resistance Acquisition, Inc., a Delaware corporation (“Parent”), Resistance Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
TRANSCEPT PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Tax Benefit Preservation Plan Dated as of September 13, 2013Tax Benefit Preservation Plan • September 13th, 2013 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Person”) or (ii) the close of business on the tenth (10th) business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.99% or more of the Common Stock (the earlier of (i) and (ii) being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates or, with respect to any uncertificated Common Stock registered in book entry form, by notation in book entry, in either case together with a copy of this Summary of Rights. The Board can postpone the Distribution Date in certain circumstances. Shares held by persons participating in a group are deemed to be beneficially owned by all
OYSTER POINT MARINA PLAZA Office Lease of SUITE 200 to NOVACEA, INC., a Delaware corporation 400 Oyster Point Boulevard South San Francisco, CA 94080Office Lease • March 17th, 2008 • Novacea Inc • Pharmaceutical preparations • California
EXECUTIVE SEVERANCE BENEFITS AGREEMENTExecutive Severance Benefits Agreement • November 27th, 2007 • Novacea Inc • Pharmaceutical preparations • California
This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into this 26th day of November, 2007 (the “Effective Date”), between EDWARD F. SCHNIPPER, M.D. (“Executive”) and NOVACEA, INC. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article 6.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2019 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made and dated as of June 27, 2019 and is entered into by and among (a) (i) PARATEK PHARMACEUTICALS, INC., a Delaware corporation (“Inc.”), (ii) PARATEK PHARMA, LLC, a Delaware limited liability company (“LLC”), and (iii) each of its Qualified Subsidiaries that executed a Joinder Agreement in accordance with the terms hereof (hereinafter collectively referred to as the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”), and (c) HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
AT THE MARKET SALES AGREEMENTAt the Market Sales Agreement • July 2nd, 2019 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Jefferies LLC and BTIG, LLC (each individually an “Agent” and collectively, the “Agents”) as follows:
LEASELease • March 2nd, 2017 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations
ASSIGNMENT, ASSUMPTION, AMENDMENT AND CONSENTAssignment, Assumption, Amendment and Consent • April 2nd, 2015 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Assignment, Assumption, Amendment and Consent (this “Agreement”) is made as of September 1, 2001, by and among the TRUSTEES OF TUFTS COLLEGE, a Massachusetts not-for-profit corporation (the “Assignor”), PARATEK PHARMACEUTICALS, INC., a Delaware corporation (“Assignee”) and KING REAL ESTATE CORPORATION, AS TRUSTEE OF KNEELAND STREET REAL ESTATE TRUST (“Landlord”).
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • September 28th, 2007 • Novacea Inc • Pharmaceutical preparations • New Jersey
THIS AMENDED AND RESTATED SUPPLY AGREEMENT (the “Agreement”) is entered into this 25th day of May, 2007 (the “Effective Date”) by and between PLANTEX USA, Inc., a corporation organized under the laws of the State of New Jersey with offices at 2 University Plaza, Suite 305, Hackensack, New Jersey 07601 (“PLANTEX”) and NOVACEA, Inc. (formerly known as D-Novo Therapeutics, Inc.) a corporation organized under the laws of the State of Delaware with offices at 601 Gateway Blvd., Suite 800, South San Francisco, Ca 94080 (“NOVACEA”) and hereby amends and restates that certain Supply Agreement as amended on or about January 24, 2006, March 21, 2006 and March 13, 2007 (the “Original Agreement”) entered into between the parties effective as of 27th day of December, 2001 (the “Original Effective Date”).
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between WARNER CHILCOTT COMPANY, INC. and PARATEK PHARMACEUTICALS, INC. July 2, 2007Collaborative Research and License Agreement • April 2nd, 2015 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Collaborative Research and License Agreement (this “Agreement”) is made and entered into as of July 2, 2007 (the “Effective Date”) between Paratek Pharmaceuticals, Inc., a Delaware corporation with offices at 75 Kneeland Street, Boston, MA 02111 (“Paratek”), and Warner Chilcott Company, Inc., a corporation organized and existing under the laws of Puerto Rico with offices at Union Street, Road 195 Km 1.1, Fajardo, PR 00738 (“WCCI”). Each of WCCI and Paratek is sometimes referred to individually herein as a “Party” and WCCI and Paratek are sometimes collectively referred to herein as the “Parties.”
LIMITED GUARANTEELimited Guarantee • June 30th, 2023 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LIMITED GUARANTEE, dated as of June 6, 2023 (this “Limited Guarantee”), by GPC WH FUND LP, a Delaware limited partnership (the “Guarantor”), is in favor of Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Guaranteed Party”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN OHSU AND D-NOVO THERAPEUTICS, INC.Exclusive License Agreement • March 28th, 2006 • Novacea Inc • Pharmaceutical preparations • Oregon
This Agreement is made and entered into between the Oregon Health & Science University (hereinafter OHSU) having offices at 3181 S. W. Sam Jackson Park Road, Portland, Oregon 97201-3098, and D-Novo Therapeutics, Inc. (hereinafter Licensee), a California corporation having offices at 28202 Cabot Road, Suite 200, Laguna Niguel, California 92677 on this 27th day of June, 2001 (“Effective Date”).
Transcept Pharmaceuticals and Paratek Pharmaceuticals Sign Merger AgreementMerger Agreement • July 1st, 2014 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations
Merger to result in NASDAQ-listed biopharmaceutical company whose lead asset is a novel Phase 3-ready, oral and intravenous antibiotic drug candidate designed to address the treatment needs of patients with serious community-acquired bacterial infections.
PARATEK PHARMACEUTICALS, INC. WARRANT TO PURCHASE SERIES A PREFERRED STOCKWarrant Agreement • April 2nd, 2015 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, HBM Healthcare Investments (Cayman) Ltd., with its principal office at Grand Cayman, Cayman Islands, or assigns (the “Holder”), is entitled to subscribe for and purchase from PARATEK PHARMACEUTICALS, INC., a Delaware corporation, (the “Company”) the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Senior Secured Note Purchase Agreement, dated March 7, 2014 by and among the Company and the lenders party thereto (the “Purchase Agreement”). Unless indicated otherwise, the aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to the quotient of (A) the product of (i) 20% multiplied by (ii) the portion of the Remaining Shortfall (as defined in the Purchase Agreement) purchased by the Holder pursuant to Section 2.1(b) of the Purchase Agreement, divided by (B) the Per
SUPPLY AGREEMENTSupply Agreement • May 2nd, 2006 • Novacea Inc • Pharmaceutical preparations • New Jersey
THIS SUPPLY AGREEMENT is entered into this 27th day of December, 2001 by and between PLANTEX USA, Inc., a corporation organized under the laws of the State of New Jersey with offices at 482 Hudson Terrace, Englewood Cliffs, New Jersey 07632 (“PLANTEX”) and D-NOVO Therapeutics, Inc., a corporation organized under the laws of the State of Delaware with offices at 28202 Cabot Road, Suite 200, Laguna Niguel, California 92677 (“D-NOVO”).
LEASELease • March 16th, 2023 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to Lease (“Amendment”) made and entered into this 30 day of April, 2015, by and between ATLANTIC AMERICAN PROPERTIES TRUST, a Maryland real estate investment trust (“Landlord”) and PARATEK PHARMA, LLC, a Delaware limited liability company (mistakenly referred to as “Paratek Pharmaceuticals, LLC” in the Original Lease) (“Tenant”).
OFFICE LEASE THE HERITAGE ON THE GARDEN BOSTON, MASSACHUSETTSOffice Lease • May 4th, 2017 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the “Building”) now known as The Heritage on The Garden, the office portion of which is now numbered 75 Park Plaza, and located at the southeasterly intersection of Arlington Street and Boylston Street in Boston, Massachusetts.
MANUFACTURING AND SERVICES AGREEMENTManufacturing and Services Agreement • May 5th, 2017 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS MANUFACTURING AND SERVICES AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2016 (the “Effective Date”), by and between Paratek Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, with an address at 75 Park Plaza, 4th Floor, Boston, Massachusetts 02116, United States (“Paratek”) and CIPAN – Companhia Industrial Produtora de Antibióticos, S.A., a corporation organized and existing under the laws of Portugal with an address at Rua da Estação, n°42, 2600-726 Castanheira do Ribatejo, Portugal (“CIPAN” and, collectively with Paratek, the “Parties”, and each, a “Party”).
LICENSE AGREEMENTLicense Agreement • March 28th, 2006 • Novacea Inc • Pharmaceutical preparations • Pennsylvania
This License Agreement (the “Agreement”) is made and entered into as of the 1st day of July, 2002 (the “Effective Date”), by and between the UNIVERSITY OF PITTSBURGH OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION, a non-profit corporation, organized and existing under the laws of the Commonwealth of Pennsylvania, having its principal office at 4200 Fifth Avenue, Pittsburgh, Pennsylvania 15260 (“UNIVERSITY”) and NOVACEA, INC., a Delaware corporation having its primary place of business at 601 Gateway Boulevard, Suite 450, South San Francisco, California 94080 (“LICENSEE”).
