EXHIBIT AA PLEDGE AGREEMENT GRANTED BY: P.P. LUXCO HOLDINGS II S.A.R.L., a corporation constituted under the laws of Luxembourg, registered with the register of commerce and companies under number B 88.549 and having its registered office at 20 avenue...Pledge Agreement • January 30th, 2006 • Neurochem Inc • Pharmaceutical preparations • Quebec
BETWEEN NEUROCHEM INC. ANDSubscription Agreement • October 3rd, 2003 • Neurochem Inc • Pharmaceutical preparations • Quebec
LUXCO GUARANTEEGuarantee Agreement • January 30th, 2006 • Neurochem Inc • Pharmaceutical preparations
Exhibit 3 Neurochem Inc. 4,000,000 Common Shares FORM OF UNDERWRITING AGREEMENT March __, 2005 NEUROCHEM INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2005 • Neurochem Inc • Pharmaceutical preparations • New York
EXHIBIT E AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • November 13th, 2006 • Neurochem Inc • Pharmaceutical preparations • Quebec
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • December 23rd, 2020 • BELLUS Health Inc. • Pharmaceutical preparations • New York
BELLUS Health Inc. (the “Company”), a company incorporated under the Canada Business Corporations Act (the “CBCA”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), the Company’s common shares, no par value per share (the “Common Shares”), the terms set forth in this agreement (this “Agreement”).
WAIVER ------ Effective as of March 3, 2005 We refer to the Shareholders Agreement dated December 17, 2001 by and among Power Technology Investment Corporation ("PTIC"), Vern Strang, es qualite, trustee of the FMRC Family Trust ("FMRC"), Picchio...Waiver • March 9th, 2005 • Neurochem Inc • Pharmaceutical preparations
We refer to the Shareholders Agreement dated December 17, 2001 by and among Power Technology Investment Corporation ("PTIC"), Vern Strang, es qualite, trustee of the FMRC Family Trust ("FMRC"), Picchio Pharmaceuticals Inc. (now Picchio Pharma Inc.) ("PICCHIO") and Dr. Francesco Bellini (Intervenant), as amended (the "SHAREHOLDERS AGREEMENT").
Among PICCHIO PHARMA INC. (as Borrower) - and - NATIONAL BANK OF CANADA (as Agent) - and - NATIONAL BANK OF CANADA (as Lender)Credit Agreement • January 30th, 2006 • Neurochem Inc • Pharmaceutical preparations • Quebec
JOINT FILING AGREEMENTJoint Filing Agreement • October 22nd, 2007 • Neurochem Inc • Pharmaceutical preparations
We, the undersigned, agree that the attached Amendment to the Schedule 13D relating to the common stock of Neurochem Inc., is filed on behalf of each of us.
JOINT FILING AGREEMENTJoint Filing Agreement • October 3rd, 2003 • Neurochem Inc • Pharmaceutical preparations
THIS NOTE PURCHASE AGREEMENT made as of the 16th day of April, 2009.Note Purchase Agreement • April 30th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
WHEREAS in order to provide the Corporation with additional funds to conduct its business, the Purchaser has committed to provide the Corporation with investment funds, in two tranches, on the terms and subject to the conditions set forth herein;
GSK PLC, 14934792 CANADA INC., and BELLUS HEALTH INC. ARRANGEMENT AGREEMENT April 17, 2023Arrangement Agreement • April 27th, 2023 • BELLUS Health Inc. • Pharmaceutical preparations
BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • April 30th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
WHEREAS in connection with such subscription of the Notes, Bellus and VSVI wish to formalize their understanding with respect to the right of VSVI to nominate two (2) representatives to the Board of Directors of Bellus;
BELLUS HEALTH INC. 275 Armand-Frappier Boulevard Laval, Québec H7V 4A7Stand-by Purchase Agreement • July 9th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations
BELLUS Health Inc. (the “Corporation”) proposes to effect a $12,080,018 million rights offering (the “Offering”) on the following basis: (i) the Corporation will issue to eligible holders of its issued and outstanding common shares (each a “Common Share” and collectively, the “Common Shares”) transferable rights (each a “Right” and collectively, the “Rights”) to subscribe for a maximum of 65,297,397 additional Common Shares (each a “New Share” and collectively, the “New Shares”) at a price of $0.185 per share (the “Subscription Price”), representing a 25% discount off the volume weighted average price of the Common Shares on the Toronto Stock Exchange (the “TSX”) for the five (5) trading days immediately preceding the date hereof; (ii) each eligible holder of Common Shares will be entitled to receive one Right for each Common Share held on the record date for the Offering; (iii) one and a half (1.5) Rights will entitle the holder to purchase one New Share at the Subscription Price; and
16,540,541 Common Shares BELLUS Health Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2022 • BELLUS Health Inc. • Pharmaceutical preparations • New York
BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • April 30th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
WHEREAS in connection with such subscription of the Notes, Bellus and Vitus wish to formalize their understanding with respect to the right of Vitus to nominate two (2) representatives to the Board of Directors of Bellus;
THIS NOTE PURCHASE AGREEMENT made as of the 16th day of April, 2009.Note Purchase Agreement • April 21st, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
WHEREAS in order to provide the Corporation with additional funds to conduct its business, the Purchaser has committed to provide the Corporation with investment funds, in two tranches, on the terms and subject to the conditions set forth herein;
D&O SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • April 27th, 2023 • BELLUS Health Inc. • Pharmaceutical preparations
The undersigned understands that 14934792 CANADA INC. (the “Purchaser”), GSK PLC (the “Parent”) and BELLUS HEALTH INC. (the “Company”) wish to enter into an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”) contemplating an arrangement (the “Arrangement”) of the Company under Section 192 of the Canada Business Corporations Act, the result of which shall be the acquisition by the Purchaser of all the outstanding shares in the capital of the Company (the “Shares”).
PROMISSORY NOTEPromissory Note • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
This Promissory Note is delivered in connection with (i) the Memorandum of Agreement (the “Agreement”) executed concurrently herewith by and between Picchio Pharma Inc. and 1324286 Alberta Ltd. and (ii) the promissory note by Picchio Pharma Inc. in favour of Victoria Square Ventures Inc. (the “VSV Promissory Note”). This Promissory Note represents full and final payment of the purchase price under the Agreement.
SECOND AMENDMENT TO INDENTUREIndenture • April 30th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • New York
Second Amendment, dated as of April 16, 2009 (this “Second Amendment”), to the Indenture, dated as of November 9, 2006 (the “Indenture”), between BELLUS Health Inc., a corporation (formerly known as Neurochem Inc.) organized under the Canada Business Corporations Act (the “Company”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).
MEMORANDUM OF AGREEMENT made on the 18th day of December, 2008.Memorandum of Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
WHEREAS VSV desires to sell, cede, transfer, assign and convey to Picchio 36,066,667 class P special shares of Picchio (the “Picchio Shares”) concurrently with the transfer by Rocabe Investments Inc. to Picchio of its class F special shares of Picchio, and Picchio desires to accept such sale, cession, transfer, assignment and conveyance in accordance with the terms and conditions hereinafter set forth;
MEMORANDUM OF AGREEMENT made on the 18th day of December, 2008.Memorandum of Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
WHEREAS Rocabe desires to sell, cede, transfer, assign and convey to Picchio 36,066,667 class F special shares of Picchio (the “Picchio Shares”) concurrently with the transfer by Victoria Square Ventures Inc. to Picchio of its class P special shares of Picchio, and Picchio desires to accept such sale, cession, transfer, assignment and conveyance of Rocabe in accordance with the terms and conditions hereinafter set forth;
BOARD REPRESENTATIVE AGREEMENTBoard Representative Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
For the purposes hereof, unless there is something in the subject-matter or context inconsistent therewith, the following terms and expressions shall have the following meanings:
MEMORANDUM OF AGREEMENT made on the 18th day of December, 2008.Memorandum of Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
WHEREAS on the distribution of Picchio’s property for the purposes of winding-up its affairs, the holders of the Preferred Shares of Picchio are entitled to the Preferred redemption price in preference and priority to all other outstanding classes of shares of Picchio;
THIS ASSET PURCHASE AND SALE AGREEMENT made as of March 23, 2020.Asset Purchase and Sale Agreement • March 23rd, 2020 • BELLUS Health Inc. • Pharmaceutical preparations
(the Seller, the Buyer and the Parent are sometimes hereinafter each referred to as a “Party” and, collectively, as the “Parties”)
Exhibit V ACKNOWLEDGEMENT OF DEBT BY AND BETWEEN VERN STRANG AS TRUSTEE OF THE FMRC FAMILY TRUSTAcknowledgement of Debt • March 9th, 2005 • Neurochem Inc • Pharmaceutical preparations
15,555,556 Common Shares BELLUS Health Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2020 • BELLUS Health Inc. • Pharmaceutical preparations • New York
CONSENT AND INTERVENTIONShareholders Agreement • July 16th, 2007 • Neurochem Inc • Pharmaceutical preparations
Reference is hereby made to the amended and restated shareholders agreement (the “Shareholders Agreement”) by and among Power Technology Investment Corporation (“PTIC”), FMRC Family Trust (“FMRC”), Picchio Pharma Inc. (the “Corporation”) and Dr. Francesco Bellini dated as of November 9, 2006.
Exhibit T AGREEMENT TO ISSUE SHARES ------------------------- THIS AGREEMENT is made as of the 1st day of December, 2004. BETWEEN: NEUROCHEM INC., a Canadian corporation (herein referred to as "NEUROCHEM" or the "CORPORATION"); AND: DR. FRANCESCO...Agreement to Issue Shares • February 25th, 2005 • Neurochem Inc • Pharmaceutical preparations • Quebec
CONSENT, INTERVENTION AND AMENDMENTShareholders Agreement • October 22nd, 2007 • Neurochem Inc • Pharmaceutical preparations • Quebec
Reference is hereby made to the (i) amended and restated shareholders agreement (the “Shareholders Agreement”) by and among Power Technology Investment Corporation (“PTIC”), FMRC Family Trust (“FMRC”), Picchio Pharma Inc. (the “Corporation”) and Dr. Francesco Bellini dated as of November 9, 2006, and (ii) consent and intervention (the “Consent and Intervention”) executed as of July 12, 2007 by and among FMRC, Dr. Francesco Bellini, 18056 Yukon Inc. (“Yukon2”) and 1324286 Alberta Ltd. (“Alberta Ltd.”) and into which intervened PTIC and the Corporation.
AMENDMENTRegistration Rights Agreement • February 18th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations
AMENDMENT, dated as of February 1, 2009, by and between BELLUS Health Inc., a corporation organized under the Canada Business Corporations Act (the “Company”), and the note holders listed on the signature pages hereto (the “Holders”), amending the Registration Rights Agreement, made and entered into as of November 9, 2006, by and between the Company (then known as Neurochem Inc.) and UBS Securities LLC as the initial purchaser (the “Registration Rights Agreement”).
MEMORANDUM OF AGREEMENT made on the 18th day of December, 2008.Memorandum of Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
WHEREAS on the distribution of Picchio’s property for the purposes of winding-up its affairs, the holders of the Preferred Shares of Picchio are entitled to the Preferred redemption price in preference and priority to all other outstanding classes of shares of Picchio;
PROMISSORY NOTEPromissory Note • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
This Promissory Note is delivered in connection with (i) the Memorandum of Agreement (the “Agreement”) executed concurrently herewith by and between Picchio Pharma Inc. and Victoria Square Ventures Inc. and (ii) the promissory note by Picchio Pharma Inc. in favour of 1324286 Alberta Ltd. (the “Alberta Promissory Note”). This Promissory Note represents full and final payment of the purchase price under the Agreement.
