1,905,000 SHARES OF COMMON STOCK ALBIREO PHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2020 • Albireo Pharma, Inc. • Pharmaceutical preparations • New York
Introductory. Albireo Pharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,190,750 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). The 1,905,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 285,750 Shares as provided in Section 2. The additional 285,750 Shares to 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.” Jefferies LLC (“Jefferies”) 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 additiona
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2014 • Biodel Inc • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2014, by and between BIODEL INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Albireo pharma, Inc. Common Stock (par value $0.01 per share) SALES AGREEMENTSales Agreement • August 16th, 2022 • Albireo Pharma, Inc. • Pharmaceutical preparations • New York
Albireo Pharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
4,000,000 SHARES ALBIREO PHARMA, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2020 • Albireo Pharma, Inc. • Pharmaceutical preparations • New York
PURCHASE AGREEMENTPurchase Agreement • July 28th, 2014 • Biodel Inc • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of July 25, 2014, by and between BIODEL INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • May 13th, 2013 • Biodel Inc • Pharmaceutical preparations • New York
ContractWarrant Agreement • June 9th, 2020 • Albireo Pharma, Inc. • Pharmaceutical preparations • California
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE OR SOLD, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2016 • Albireo Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2016, by and between Albireo Pharma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
5,000,000 SHARES BIODEL INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2007 • Biodel Inc • Pharmaceutical preparations • New York
Introductory. Biodel Inc. a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. Morgan Stanley & Co. Incorporated (“Morgan Stanley”), has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares.
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2019 • Albireo Pharma, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of October 31, 2019 (the “Effective Date”) by and between Albireo Pharma, Inc., a Delaware corporation (the “Company”), and Michelle Graham (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2009 • Biodel Inc • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 30, 2004, as amended and restated effective March 20, 2007, as further amended and restated effective November 20, 2007 and as further amended and restated effective December 31, 2008 by and among Biodel Inc., a Delaware corporation with an address at 6 West Kenosia Avenue, Danbury, CT 06810-7352 (“BIODEL”, “Employer” or the “Company”), and Solomon S. Steiner, Ph.D., an individual residing at 24 Old Wagon Road, Mt. Kisco, New York 10509 (“Employee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 9th, 2020 • Albireo Pharma, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 8, 2020 and is entered into among ALBIREO PHARMA, INC., a Delaware corporation (the “Parent”), ALBIREO AB, a company duly incorporated under the laws of Sweden (Registration Number 556737-4631) and a wholly-owned Subsidiary of the Parent (“Albireo AB” and, together with the Parent and any other Person that delivers a Joinder Agreement pursuant to Section 7.13 of this Agreement from time to time, individually and collectively, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
BIODEL INC. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • April 15th, 2015 • Biodel Inc • Pharmaceutical preparations • New York
Biodel Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 32,608,696 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 4,891,304 additional shares (the “Optional Securities”) of common stock, par value $0.01 per share (“Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
BIODEL INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • January 7th, 2009 • Biodel Inc • Pharmaceutical preparations • New York
This Change of Control Agreement (this “Agreement”), dated and effective as of , is between Biodel Inc., a Delaware corporation (the “Company”), and (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2007 • Biodel Inc • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 30, 2004 by and among Biodel Inc., a Delaware corporation with an address at 6 West Kenosia Avenue, Danbury, CT 06810-7352 (“BIODEL”, “Employer” or the “Company”), and Roderike Pohl, an individual residing at 9 Coburn Road East, Sherman, CT. 06784 (“Employee”).
BIODEL INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • January 7th, 2009 • Biodel Inc • Pharmaceutical preparations • New York
This Executive Severance Agreement (this “Agreement”), dated and effective as of is between Biodel Inc., a Delaware corporation (the “Company”), and (the “Executive”).
BIODEL INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 1st, 2010 • Biodel Inc • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 26, 2010 by and between Biodel Inc., a Delaware corporation (the “Company”), and Errol B. De Souza, an individual (“you”) (and, together, “Parties”).
SUPPLY AGREEMENTSupply Agreement • April 26th, 2007 • Biodel Inc • Pharmaceutical preparations • New York
Diosynth B.V., a corporation duly organized and existing under the laws of the Netherlands and having its offices at Kloosterstraat 6, 5349 AB Oss, the Netherlands (hereinafter referred to as (“Diosynth”),
SUBSCRIPTION AND RIGHTS AGREEMENT BIODEL INC.Subscription and Rights Agreement • February 7th, 2007 • Biodel Inc • New York
Subscription and Rights Agreement (the “Subscription Agreement”) with respect to the purchase of shares of Series A Convertible Preferred Stock, par value $.01 (the “Preferred Stock”) of Biodel Inc., a Delaware corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • November 14th, 2007 • Biodel Inc • Pharmaceutical preparations • New York
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of April 1, 2005 and amended and restated effective as of June 5, 2007 and further amended and restated also effective as of June 5, 2007 by and among Biodel Inc., a Delaware corporation with an address at 6 Christopher Columbus Avenue, Danbury, CT 06810-7352 (“BIODEL” or the “Company”), and Dr. Andreas Pfuetzner , an individual residing An der Hayl 4, D-55130 Mainz Germany (“Consultant”).
SUPPLEMENTAL DEED relating to a Loan Agreement dated 18 December 2014 Tel: +44 (0)20 7203 5000 ● Fax: +44 (0)20 7203 0200 ● DX: 19 London/Chancery LaneLoan Agreement • November 4th, 2016 • Albireo Pharma, Inc. • Pharmaceutical preparations • England and Wales
With effect on and from the Effective Date, the terms of the Loan Agreement shall be replaced in their entirety by the terms of the amended and restated Loan Agreement set out in Schedule 1 to this Deed (the Amended and Restated Loan Agreement).
SECOND AMENDMENT TO THE LICENSE AGREEMENTLicense Agreement • March 27th, 2017 • Albireo Pharma, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT (the “Second Amendment”) to the License Agreement, dated as of April 2, 2012 (the “Original License Agreement”), as amended on January 30, 2015, (the “Agreement”), by and between Elobix AB (“Elobix”) and EA Pharma Co., Ltd. (formerly known as Ajinomoto Pharmaceuticals Co., Ltd., “EA”) is entered into on April 6, 2016. Elobix and EA may each be referred to herein individually as a “Party” and collectively as the “Parties.”
COMMERCIAL LEASECommercial Lease • July 27th, 2007 • Biodel Inc • Pharmaceutical preparations • Connecticut
THIS LEASE, is made between Mulvaney Properties LLC, a Connecticut Limited Liability Company, with a mailing address of : Mulvaney Properties LLC, C/O George Mulvaney, 4 Christopher Columbus Avenue, Danbury, Connecticut 06810, (hereinafter referred to as “Landlord”), and Biodel, Inc., a Delaware corporation, qualified to do business in the State of Connecticut, with a mailing address of: 6 Christopher Columbus Avenue, Danbury, CT 06810, (hereinafter referred to as “Tenant”).
PLACEMENT AGENCY AGREEMENT May 12, 2011Placement Agency Agreement • May 19th, 2011 • Biodel Inc • Pharmaceutical preparations • New York
Biodel Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell to certain investors (each an “Investor” and collectively the "Investors”) an aggregate of up to (i) 12,074,945 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), (ii) 1,813,944 shares (the “Preferred Shares” and, together with the Common Shares, the “Shares”) of the Company’s Series A Convertible Preferred Stock, par value $.01 per share (the “Preferred Stock”), and (iii) warrants to purchase up to an additional 9,027,772 shares of Common Stock (the “Warrants”), in an offering under its registration statement on Form S-3 (Registration No. 333-153167). The Shares and Warrants will be sold to the several Investors as Units (the “Units”), each Unit consisting of (i) one Common Share and (ii) one warrant to purchase 0.65 of a share of Common Stock; provided, however, that, in the event that any Investor (toget
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT BY AND AMONG BIODEL INC., ALBIREO LIMITED AND THE SELLERS LISTED ON SCHEDULE I HERETO Dated as of July 13, 2016Share Exchange Agreement • July 13th, 2016 • Biodel Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT, made and entered into as of July 13, 2016 (this “Agreement”), amends and restates the Share Exchange Agreement made and entered into as of May 24, 2016 (such agreement, the “Original Agreement” and such date, the “Original Agreement Date”), by and among Biodel Inc., a Delaware corporation (“Company”), Albireo Limited, a company registered in England and Wales with company number 06445879 (“Albireo”), and the Persons listed on Schedule I hereto (including each Person, if any, who executes a Joinder Agreement as contemplated by Sections 6.11 and 6.12) (“Sellers”)) pursuant to Section 9.2 of the Original Agreement. Albireo, Company and each Seller are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
SHARES BIODEL INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2008 • Biodel Inc • Pharmaceutical preparations • New York
Introductory. Biodel Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II (the “Underwriters”) an aggregate of 3,260,000 shares (the “Company Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”), and certain selling shareholders (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the several Underwriters an aggregate of 550,000 shares (the “Firm Selling Shareholder Shares” and, together with the Company Shares, the “Firm Shares”) of Common Stock, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto. In addition, the Selling Shareholders have, as provided in Section 3 hereof, granted to the Underwriters an option to purchase up to an additional 571,000 shares (the “Optional Shares”) of Common Stock, each Selling Shareholder granting the Underwriters the option to purchase the number of
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.Supply Agreement • December 14th, 2009 • Biodel Inc • Pharmaceutical preparations
Based upon recent discussions between Biodel and Organon it is understood that both parties desire to extend the current Supply Agreement as described below. Biodel requests a modification to the Supply Agreement such that the Fixed Quarterly Quantities of the Product to be delivered in calendar year 2010, as referred to in article 4.1 of the Supply Agreement, are reduced to the following: [**] in Q1, [**] in Q2, [**] in Q3 and [**] in Q4.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 25th, 2010 • Biodel Inc • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms its agreement with Biodel Inc., a Delaware corporation (the “Company”), as follows:
BIODEL INC. EXECUTIVE SEVERANCE AGREEMENT AND CHANGE OF CONTROL AGREEMENT – PAUL S. BAVIER AMENDMENTExecutive Severance Agreement and Change of Control Agreement • April 1st, 2016 • Biodel Inc • Pharmaceutical preparations • Delaware
THIS AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT AND CHANGE OF CONTROL AGREEMENT (this “Amendment”) is made as of April 1, 2016 by and between Biodel Inc., a Delaware corporation (the “Company”), and Paul S. Bavier, an individual (“Executive” or “you”) (and, together, “Parties”).
Biodel Inc. 2010 Stock Incentive Plan Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • May 7th, 2010 • Biodel Inc • Pharmaceutical preparations
Biodel Inc. (the “Company”) has granted you an option (the “Option”) under its 2010 Stock Incentive Plan (the “Plan”). The Option lets you purchase a specified number (the “Option Shares”) of shares of the Company’s common stock, at a specified price per share (the “Exercise Price”).
October 1, 2010 Errol B. DeSouza President and Chief Executive Officer Biodel Inc. 100 Saw Mill Road Danbury, Connecticut 06810 Dear Errol:Executive Employment Agreement • October 6th, 2010 • Biodel Inc • Pharmaceutical preparations
Reference is made to the Executive Employment Agreement, dated as of March 26, 2010 (the “Employment Agreement”), between you and Biodel Inc. (the “Company”). This letter agreement records the mutual agreement between you and the Company with respect to the treatment of your Base Salary for purposes of the Employment Agreement.
Biodel Inc. 2010 Stock Incentive Plan Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 7th, 2010 • Biodel Inc • Pharmaceutical preparations • Delaware
Biodel Inc. (the “Company”) has granted you (the “Grant”) on , 20___ restricted stock units as set forth on Exhibit A to this Agreement (the “RSUs”) under its 2010 Stock Incentive Plan (the “Plan”), subject to the Vesting Schedule specified on Exhibit A.
SEPARATION AGREEMENTSeparation Agreement • November 8th, 2018 • Albireo Pharma, Inc. • Pharmaceutical preparations • Massachusetts
This Separation Agreement (this “Agreement”) is made and entered into by and between Albireo Pharma, Inc. (“Company”) and Paresh N. Soni (“Executive”).
ROYALTY INTEREST ACQUISITION AGREEMENT Dated as of December 28, 2017 by and among ELOBIX AB, as Seller, HEALTHCARE ROYALTY PARTNERS III, L.P., as Buyer and solely for the purposes of Section 5.08, Section 5.09 and Article VIII, ALBIREO PHARMA, INC.,...Royalty Interest Acquisition Agreement • March 27th, 2018 • Albireo Pharma, Inc. • Pharmaceutical preparations • New York
This ROYALTY INTEREST ACQUISITION AGREEMENT is made and entered into as of December 28, 2017 by and among Elobix AB, a limited liability company organized under the laws of Sweden, HealthCare Royalty Partners III, L.P., a limited partnership organized under the laws of the State of Delaware and, solely for the purposes of Section 5.08, Section 5.09 and Article VIII, Albireo Pharma, Inc. a Delaware corporation (the “Agreement”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Royalty Interest Acquisition Agreement • June 9th, 2020 • Albireo Pharma, Inc. • Pharmaceutical preparations • New York
AMENDMENT, dated as of June 8, 2020 (this “Amendment”), to the Royalty Interest Acquisition Agreement, dated as of December 28, 2017 (the “Acquisition Agreement”), by and among Elobix AB, a limited liability company organized under the laws of Sweden, (“Seller”), HealthCare Royalty Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“Buyer”) and, solely for the purposes of Section 5.08, Section 5.09 and Article VIII, Albireo Pharma, Inc. a Delaware corporation (“Seller Parent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Acquisition Agreement.
