ADAMAS PHARMACEUTICALS, INC. (a Delaware corporation) 12,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2021 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
ADAMAS PHARMACEUTICALS INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • May 19th, 2015 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ADAMAS PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • November 7th, 2019 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between, ADAMAS 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”).
2,500,000 Shares ADAMAS PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2016 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”), (iii) any Preliminary Prospectus (as defined below), (iv) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(i)(a) hereof and (v) any Issuer Free Writing Prospectus (as defined below), no other document with respect to the offer and sale of the Stock has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company or the Representatives, threatened by the Commission.
ADAMAS PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 11th, 2017 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
ADAMAS PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • November 7th, 2019 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between ADAMAS 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”).
·] Shares Adamas Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
ADAMAS PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Securities Warrant Agreement • November 7th, 2019 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between ADAMAS 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”).
INDENTURE Dated as of [•], 20__ Debt SecuritiesAdamas Pharmaceuticals Inc • November 7th, 2019 • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
ADAMAS PHARMACEUTICALS, INC. $50,000,000 COMMON STOCK SALES AGREEMENTAdamas Pharmaceuticals Inc • November 7th, 2019 • Pharmaceutical preparations • New York
Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
WATERGATE OFFICE TOWERS EMERYVILLE TOWER 1 EMERYVILLE, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-EMERYVILLE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND NEUROMOLECULAR PHARMACEUTICALS, INC., a Delaware Corporation...Office Lease Agreement • March 5th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of October 25, 2006, by and between, CA-EMERYVILLE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and NEUROMOLECULAR PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Intentionally Omitted), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (Parking Agreement) and Exhibit H (Asbestos Notification).
ADAMAS PHARMACEUTICALS, INC. INDEMNITY AGREEMENTIndemnity Agreement • March 5th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made and entered into this , 2014 by and between ADAMAS PHARMACEUTICALS, INC., a Delaware corporation (the “Corporation”), and (“Agent”).
AGREEMENT AND PLAN OF MERGER by and among:Agreement and Plan of Merger • October 12th, 2021 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 10, 2021 (the “Agreement Date”), by and among Supernus Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Supernus Reef, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.
LICENSE AGREEMENT BY AND BETWEEN FOREST LABORATORIES HOLDINGS LIMITED AND ADAMAS PHARMACEUTICALS, INC. DATED AS OF NOVEMBER 13, 2012License Agreement • March 5th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT is entered into this 13th day of November, 2012 (the “Effective Date”), by and between Forest Laboratories Holdings Limited, a corporation organized under the laws of the Republic of Ireland, having a business address at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (“Forest”), an indirect, wholly owned subsidiary of Forest Laboratories, Inc. (“Forest Parent”), and Adamas Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware, having a business address at 2200 Powell Street, Suite 220, Emeryville, California 94608 (“Adamas”).
FOURTH AMENDMENT TO LEASETo Lease • March 5th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE (“Amendment”), dated for reference purposes only as of the; 31st day of January, 2013, is entered into by and between EMERYVILLE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”), and ADAMAS PHARMACEUTICALS, INC., a Delaware corporation (formerly known as Neuromolecular Pharmaceuticals, Inc.) (“Tenant”).
AMENDED AND RESTATED API SUPPLY AGREEMENTApi Supply Agreement • November 2nd, 2017 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • California
This Amended and Restated API Supply Agreement (this “Agreement”) is effective as of July 07, 2009 (the “Effective Date”) and amended and restated as of Oct 2, 2017 (“Restatement Date”) by and between Adamas Pharma, LLC, with an address of 1900 Powell St., Suite 750, Emeryville, CA 94608 USA (“Company”), and Moehs Ibérica, S.L., a Spanish corporation, having its principal place of business at Poligono Industrial Rubi Sud - C/ Cesar, Martinell i Brunet 12A, 08191 Rubi, Barcelona, Spain (“Manufacturer”). Company and Manufacturer may be referred to individually as a “Party” or collectively as “Parties.”
THIRD AMENDMENT TO LEASELease • March 5th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS THIRD AMENDMENT TO LEASE (“Amendment”), dated for reference purposes only as of the 17 day of June, 2011, is entered into by and between EMERYVILLE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”), and ADAMAS PHARMACEUTICALS, INC., a Delaware corporation (formerly known as Neuromolecular Pharmaceuticals, Inc.) (“Tenant”).
FIRST AMENDMENT TO LEASETo Lease • March 5th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is entered into as of the twenty-ninth day of April, 2009, by and between NOP WATERGATE LLC, a Delaware limited liability company (“Landlord”), and ADAMAS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
ADAMAS PHARMACEUTICALS, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 30, 2011Rights Agreement • March 5th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Fourth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of June 30, 2011, by and among Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors” or “Preferred Holders”) and the persons and entities listed on Exhibit B hereto (each, a “Common Holder” and collectively, the “Common Holders”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
SECOND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 5th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations
This SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (“Amendment”), dated for reference purposes as of this 18 day of January, 2011, is by and between EMERYVILLE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”) (as successor-in-interest to NOP WATERGATE LLC, a Delaware limited liability company [“NOP”]), on the one hand, and ADAMAS PHARMACEUTICALS, INC., a Delaware corporation (formerly known as Neuromolecular Pharmaceuticals, Inc.) (“Tenant”), on the other hand, with respect to the following:
January 9, 2020 Via Hand Delivery Jennifer Rhodes c/o Adamas Pharmaceuticals, Inc. Re: Separation and Consulting Agreement Dear Jennifer:Adamas Pharmaceuticals Inc • May 7th, 2020 • Pharmaceutical preparations • California
This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Adamas Pharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.
Re: Separation and Consulting Agreement Dear Bill:Adamas Pharmaceuticals Inc • August 8th, 2017 • Pharmaceutical preparations • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Adamas Pharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.
August 7, 2019 Alfred Merriweather c/o Adamas Pharmaceuticals, Inc. Re: Separation and Consulting Agreement Dear Alf:Adamas Pharmaceuticals Inc • November 7th, 2019 • Pharmaceutical preparations • California
This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Adamas Pharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.
AMENDMENT NO. 1 TO AMENDED AND RESTATED COMMERCIAL SUPPLY AGREEMENT (Amantadine HCl extended release capsules)Commercial Supply Agreement • August 8th, 2019 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) is effective as of June 27, 2019 (“Amendment Effective Date”), by and between Adamas Pharma, LLC, a Delaware limited liability company, with a place of business at 1900 Powell St., Suite 1000, Emeryville, CA 94608 (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
August 12, 2014 VIA EMAIL DELIVERY Tony Rimac [Address] Re: Separation Agreement Dear Tony:Confidential Information and Invention Assignment Agreement • August 13th, 2014 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Adamas Pharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.
AMENDED AND RESTATED COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • November 2nd, 2017 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Amended and Restated Commercial Supply Agreement (“Amended and Restated Agreement”) is effective as of February 16, 2017 (“Restatement Effective Date”), by and between Adamas Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 1900 Powell St., Suite 750, Emeryville, CA 94608 (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 3rd, 2016 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations
THIS AGREEMENT (“Agreement”) is made between Adamas Pharmaceuticals, Inc., a Delaware corporation (“Adamas”), and John MacPhee, M.P.H. (“Consultant”) (each a “Party” and collectively the “Parties”).
AMENDMENT NO. 3 TO LOAN AGREEMENTLoan Agreement • February 23rd, 2021 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDMENT NO. 3 TO LOAN AGREEMENT (this “Amendment”), dated as of December 1, 2020, is made among ADAMAS PHARMA, LLC, a Delaware limited liability company, (the “Borrower”), and HEALTHCARE ROYALTY PARTNERS III, L.P. a Delaware limited partnership (the “Lender”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Loan Agreement (as defined below).
ASSET PURCHASE AGREEMENT between: Osmotica Pharmaceutical US LLC, a Delaware limited liability company, Osmotica, Kereskedelmi és Szolgáltató Korlátolt Felelõsségû Társaság, a corporation organized under the laws of Hungary, Osmotica Holdings US LLC,...Asset Purchase Agreement • February 23rd, 2021 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement is being entered into as of December 1, 2020 (the “Effective Date”), by and between Osmotica Pharmaceutical US LLC, a Delaware Limited Liability Company and Osmotica Kereskedelmi és Szolgáltató Korlátolt Felelõsségû Társaság, a corporation organized under the laws of Hungary (collectively, the “Seller”), Osmotica Holdings US LLC, a Delaware Limited Liability Company (the “Seller Guarantor”) and Adamas Pharmaceuticals, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are referred to collectively in this Agreement as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.
August 12, 2014 William J. Dawson [Address] Dear Bill:Adamas Pharmaceuticals Inc • August 13th, 2014 • Pharmaceutical preparations • California
We are very excited to have you join Adamas Pharmaceuticals, Inc. (“the Company”). In this letter, I would like to set forth the terms and conditions of your employment relationship with the Company.
SECURED PROMISSORY NOTE (Initial Tranche Loan)Adamas Pharmaceuticals Inc • August 8th, 2017 • Pharmaceutical preparations • New York
THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE LOAN AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE BORROWER PURSUANT TO THE TERMS OF THE LOAN AGREEMENT. IN ADDITION, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER, WHICH CONSENT SHALL, FOR PURPOSES OF THIS SENTENCE, BE DEEMED TO HAVE BEEN GIVEN UPON THE REQUEST OF THE HOLDER HEREOF.
EIGHTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • November 1st, 2018 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations
This EIGHTH AMENDMENT TO LEASE (“Amendment”), dated for reference purposes only as of the 2 day of August, 2018, is entered into by and between KBSIII Towers at Emeryville, LLC, a Delaware limited liability company (“Landlord”), and ADAMAS PHARMACEUTICALS, INC., a Delaware corporation (formerly known as Neuromolecular Pharmaceuticals, Inc.) (“Tenant”).
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • February 25th, 2020 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 2 to Loan Agreement (the “Amendment”) is made of this 2 day of January, 2020 by and between the entities managed by HealthCare Royalty Partners III, L.P., as lender (“Lender”), and ADAMAS PHARMA, LLC, a Delaware limited liability company, as borrower (“Borrower”), and amends that certain Loan Agreement (the “Loan Agreement”) dated as of May 11, 2017 between Lender and Borrower. Capitalized terms and Section and Article references in the Loan Agreement not expressly defined herein are as set forth in or references to the Loan Agreement.
LOAN AGREEMENT Dated as of May 11, 2017 Between HEALTHCARE ROYALTY PARTNERS III, L.P., as Lender, and ADAMAS PHARMA, LLC, as BorrowerLoan Agreement • August 8th, 2017 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • New York
This LOAN AGREEMENT (this “Agreement”) dated as of May 11, 2017, is entered into by and between the entities managed by HealthCare Royalty Partners III, L.P., as lender (“Lender”), and ADAMAS PHARMA, LLC, a Delaware limited liability company, as borrower (“Borrower”).
SEVENTH AMENDMENT TO LEASELease • February 22nd, 2018 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SEVENTH AMENDMENT TO LEASE (“Amendment”), dated for reference purposes only as of the 16th day of January, 2018 is entered into by and between KBSIII Towers at Emeryville, LLC, a Delaware limited liability company (“Landlord”), and ADAMAS PHARMACEUTICALS, INC., a Delaware corporation (formerly known as Neuromolecular Pharmaceuticals, Inc.) (“Tenant”).
