Amicus Therapeutics Inc Sample Contracts

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AGREEMENT BETWEEN
License Agreement • March 30th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations • New York
EXHIBIT 10.14 [AMICUS THERAPEUTICS LOGO] LETTER AGREEMENT
Change in Control Agreement • March 30th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations
AMICUS THERAPEUTICS, INC. 16,279,070 Shares of Common Stock, Par Value $0.01 per Share Underwriting Agreement
Underwriting Agreement • May 31st, 2019 • Amicus Therapeutics, Inc. • Pharmaceutical preparations • New York
Exhibit 1.1 __________ SHARES AMICUS THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • May 17th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations • New York
AMICUS THERAPEUTICS, INC. $100,000,000 OF SHARES COMMON STOCK (PAR VALUE $0.01 PER SHARE) SALES AGREEMENT
Sales Agreement • February 26th, 2016 • Amicus Therapeutics Inc • Pharmaceutical preparations • New York

Amicus Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

WITNESSETH:
Exclusive License Agreement • March 30th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations
PREAMBLE
Employment Agreement • April 27th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations • New Jersey
Amicus Therapeutics, Inc. Common Stock ($0.01 par value) Having an Aggregate Offering Price of up to $250 million Equity Distribution Agreement
Equity Distribution Agreement • November 7th, 2022 • Amicus Therapeutics, Inc. • Pharmaceutical preparations • New York

Amicus Therapeutics, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Goldman Sachs & Co. LLC (“Goldman”), (the “Manager”) as follows:

PREAMBLE
Employment Agreement • March 30th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations • New Jersey
LEASE AGREEMENT
Lease Agreement • April 27th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations
Credit and Security Agreement CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • December 30th, 2013 • Amicus Therapeutics Inc • Pharmaceutical preparations • Maryland

THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of December 27, 2013 (the “Closing Date”) by and among MIDCAP FUNDING III, LLC, a Delaware limited liability company, as administrative agent (“Agent”), the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), AMICUS THERAPEUTICS, INC., a Delaware corporation (“Parent”), and the other entities shown as signatories hereto as a Borrower (together with Parent, individually each a, and collectively in the singular as the context may require, “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:

LETTER AGREEMENT
Severance Agreement • March 4th, 2011 • Amicus Therapeutics Inc • Pharmaceutical preparations

On behalf of Amicus Therapeutics, Inc., (the “Company”), this Letter Agreement, dated as of January 3, 2011, shall serve to confirm our agreement in the event Amicus terminates your employment without cause or in the event of a Change in Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree that the rights identified in this Letter Agreement contain the complete understanding between you and the Company related to Severance and Change in Control payments and supersedes and replaces all previous agreements related to such payments. The November 16, 2007 Offer of Employment Letter countersigned by you and attached hereto shall otherwise remain in full force and effect and is hereby confirmed and ratified.

LETTER AGREEMENT
Severance and Change in Control Agreement • August 7th, 2014 • Amicus Therapeutics Inc • Pharmaceutical preparations

On behalf of Amicus Therapeutics, Inc., (the “Company”), this Letter Agreement, dated as of November 16, 2013, shall serve to confirm our agreement in the event Amicus terminates your employment without cause or in the event of a Change in Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree that the rights identified in this Letter Agreement contain the complete understanding between you and the Company related to Severance and Change in Control payments and supersedes and replaces all previous agreements related to such payments. The November 16, 2013 Offer of Employment Letter countersigned by you, a copy of which is attached hereto, shall otherwise remain in full force and effect and is hereby confirmed and ratified.

BETWEEN
Sublease Agreement • March 30th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations
EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2020 • Amicus Therapeutics, Inc. • Pharmaceutical preparations

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 18, 2020 (the “Effective Date”), between AMICUS THERAPEUTICS, INC., a Delaware corporation having an office at 3675 Market Street, Philadelphia, PA 19104 (the “Company”), and […], (“Employee”) (together, the “parties”).

EXCHANGE AGREEMENT
Exchange Agreement • June 19th, 2019 • Amicus Therapeutics, Inc. • Pharmaceutical preparations

[●] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Amicus Therapeutics, Inc., a Delaware corporation (the “Company”), on June 18, 2019, whereby the Holders will exchange (the “Exchange”) the Company’s 3.00% Convertible Senior Notes due 2023 (the “Notes”) for the Exchange Consideration (as defined below). The Notes to be exchanged by the Holder in the Exchange are referred to herein as the “Exchanged Notes”.

EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2016 • Amicus Therapeutics Inc • Pharmaceutical preparations • New Jersey

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 17, 2015 (the “Effective Date”), between AMICUS THERAPEUTICS, INC., a Delaware corporation having an office at 1 Cedar Brook Drive, Cranbury, New Jersey 08512 (the “Company”), and DIPAL DOSHI, an individual residing at 292 Russell Road, Princeton NJ 08540 (“Employee”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 2nd, 2023 • Amicus Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made effective as of October 2, 2023 (the “SPA Effective Date”), by and among Amicus Therapeutics, Inc., a Delaware corporation with its principal place of business at 3675 Market Street, Philadelphia, PA 19104 (“Amicus”), and each Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 21st, 2016 • Amicus Therapeutics Inc • Pharmaceutical preparations • Delaware

This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of December, 2016 by and among Redmile Capital Offshore Fund, Ltd. (the “Seller”), Amicus Therapeutics International Holding LTD (“Amicus International”) and Amicus Therapeutics, Inc. (the “Purchaser”).

LETTER AGREEMENT
Severance Agreement • November 13th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations

On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement in the event Amicus terminates your employment without cause or in the event of a Change in Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree that the rights identified in this Letter Agreement contain the complete understanding between you and the Company related to Severance and Change in Control payments. The April 19, 2006 Offer of Employment Letter countersigned by you (“April 19, 2006 Offer Letter,” attached hereto), shall otherwise remain in full force and effect and is hereby confirmed and ratified.

EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2023 • Amicus Therapeutics, Inc. • Pharmaceutical preparations

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 21, 2023 (the “Effective Date”), between AMICUS THERAPEUTICS, INC., a Delaware corporation having an office at 3675 Market Street, Philadelphia, PA 19104 (the “Company”), and Simon Harford, (“Employee”) (together, the “parties”).

Investor Rights Agreement
Investor Rights Agreement • September 29th, 2021 • Amicus Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Investor Rights Agreement (this “Agreement”), dated as of September 29, 2021, is among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”) and the other parties hereto identified as a “Holder” on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of the date hereof (the “Business Combination Agreement”), among the Company, Amicus Therapeutics, Inc., a Delaware corporation (“Parent”), Amicus GT Holdings, LLC, a Delaware limited liability company (“Amber GT”), and Caritas Therapeutics, LLC, a Delaware limited liability company (“Caritas”).

LETTER AGREEMENT
Severance Agreement • November 13th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations

On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement in the event Amicus terminates your employment without cause or in the event of a Change in Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree that the rights identified in this Letter Agreement contain the complete understanding between you and the Company related to Severance and Change in Control payments. The November 9, 2004 Offer of Employment Letter countersigned by you (“November 9, 2004 Offer Letter,” attached hereto), shall otherwise remain in full force and effect and is hereby confirmed and ratified.

EXHIBIT 10.13 [AMICUS THERAPEUTICS LOGO] LETTER AGREEMENT
Severance and Change in Control Agreement • March 30th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations
LOAN AGREEMENT Dated as of September 19, 2018 between AMICUS THERAPEUTICS, INC. (as Borrower),
Loan Agreement • September 25th, 2018 • Amicus Therapeutics Inc • Pharmaceutical preparations • New York

WHEREAS, pursuant to the Loan Agreement dated as of September 19, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Borrower, Lender and the other parties thereto, Lender agrees to make extensions of credit to Borrower upon the terms and subject to the conditions set forth therein;

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • February 22nd, 2016 • Amicus Therapeutics Inc • Pharmaceutical preparations • Delaware

Trading Days beginning immediately prior to the date of issuance of the Notes, provided that if such result is less than $6.00 it shall be deemed to be $6.00 and if such result is more than $7.00 it shall be deemed to be $7.00, and (y) 132.5%, subject to adjustment pursuant to Section 4 below. For any Warrants issued pursuant to Additional Notes, the exercise price shall be the product of (x) the VWAP for the four (4) Trading Days beginning immediately prior to the date of issuance of such Additional Notes, and (y) 132.5%, subject to adjustment pursuant to Section 4 below.

LOAN AGREEMENT Dated as of October 2, 2023 between AMICUS THERAPEUTICS, INC., (as Borrower), Certain Subsidiaries of Borrower from time to time party hereto, (as other Credit Parties), WILMINGTON TRUST, NATIONAL ASSOCIATION, (as Agent) BLACKSTONE...
Loan Agreement • October 2nd, 2023 • Amicus Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS LOAN AGREEMENT (this “Agreement”), dated as of October 2, 2023 (the “Closing Date”), is by and among AMICUS THERAPEUTICS, INC., a Delaware corporation (as “Borrower”), each other Person from time to time party hereto that is designated as a “Credit Party” (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION (as “Agent”), Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C., (collectively, as the “Blackstone Representative”) and each lender from time to time party hereto (each individually a “Lender” and collectively, the “Lenders”).

WITNESSETH:
License Agreement • March 30th, 2007 • Amicus Therapeutics Inc • Pharmaceutical preparations • Maryland
EXECUTION COPY LETTER AGREEMENT
Severance and Change in Control Agreement • December 31st, 2008 • Amicus Therapeutics Inc • Pharmaceutical preparations

On behalf of Amicus Therapeutics, Inc., (the “Company”), this Letter Agreement, dated as of December 30, 2008, shall serve to confirm our agreement in the event Amicus terminates your employment without cause or in the event of a Change in Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree that the rights identified in this Letter Agreement contain the complete understanding between you and the Company related to Severance and Change in Control payments and supersedes and replaces all previous agreements related to such payments. The December 19, 2005 Offer of Employment Letter countersigned by you (“December 19, 2005 Offer Letter,” attached hereto), shall otherwise remain in full force and effect and is hereby confirmed and ratified.

AGREEMENT AND PLAN OF MERGER by and among AMICUS THERAPEUTICS, INC., CB ACQUISITION CORP., CALLIDUS BIOPHARMA, INC. and CUONG DO, AS HOLDER REPRESENTATIVE
Merger Agreement • February 12th, 2014 • Amicus Therapeutics Inc • Pharmaceutical preparations • Delaware

This AGREEMENT AND PLAN OF MERGER (as amended, restated or supplemented from time to time, this “Agreement”) is made and entered into as of November 19, 2013 (the “Agreement Date”), by and among Amicus Therapeutics, Inc., a Delaware corporation (the “Parent”), CB Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger Sub”), Callidus Biopharma, Inc., a Delaware corporation (the “Company”) and Cuong Do, as Holder Representative.

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