AERIE PHARMACEUTICALS, INC. Up to $75,000,000 of Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 19th, 2017 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”) (the “Agent”), as follows:
Dealer] Date: [_____], 2019 Aerie Pharmaceuticals, Inc. Bedminster, NJ 07921 Attention: Richard J. Rubino, Chief Financial Officer Telephone No.: (908) 470-4320 Facsimile No.: (908) 470-4329 Email: rubino@aeriepharma.com Re: Additional Call Option...Call Option Transaction • September 13th, 2019 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances)
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_____] (“Dealer”) and Aerie Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Dealer] Date: [_____], 2019 Aerie Pharmaceuticals, Inc. Bedminster, NJ 07921 Attention: Richard J. Rubino, Chief Financial Officer Telephone No.: (908) 470-4320 Facsimile No.: (908) 470-4329 Email: rubino@aeriepharma.com Re: Base Call Option TransactionBase Call Option Transaction • September 10th, 2019 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances)
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_____] (“Dealer”) and Aerie Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AERIE PHARMACEUTICALS, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of September 9, 2019 1.50% Convertible Senior Notes due 2024Indenture • September 10th, 2019 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of September 9, 2019, between Aerie Pharmaceuticals, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2020 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • North Carolina
This EMPLOYMENT AGREEMENT (the “Agreement”) made as of the 7th of October, 2019 (the “Effective Date”) is by and between Aerie Pharmaceuticals, Inc., a Delaware corporation with principal executive offices at 4301 Emperor Blvd. Suite 400, Durham NC 27703 (the “Company”), and David Hollander, residing at XXXXXXXXXXXXX (the “Executive”).
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT dated as of May 2, 2018 by and among AERIE PHARMACEUTICALS, INC., a Delaware corporation, as Borrower, the other Grantors and Guarantors party hereto from time to time and Deerfield Private Design...Guaranty and Security Agreement • May 3rd, 2019 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances)
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of May 2, 2019 by and among AERIE PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), AERIE DISTRIBUTION, INC., a Delaware corporation (“Aerie Distribution”), each other Person who becomes a party hereto pursuant to Section 8.15 (together with Borrower and Aerie Distribution, the “Grantors” and each, a “Grantor”), each other Person signatory hereto as a “Guarantor” (as defined below) and Deerfield Private Design Fund III, L.P., as Agent.
FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 24th, 2015 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants to the individual named below an option (the “Option”) to purchase certain shares of common stock of the Company pursuant to the Aerie Pharmaceuticals, Inc. Omnibus Incentive Plan, in the manner and subject to the provisions of this Option Agreement. Except as otherwise defined herein, capitalized terms used in this Option Agreement shall have the same definitions as set forth in the Plan.
Manufacture and Supply AgreementManufacture and Supply Agreement • November 7th, 2018 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This Manufacture and Supply Agreement (the “Agreement”) is entered into and made effective as of this 1st day of January 2018 (the “Effective Date”), by and between:
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 2, 2019, by and among AERIE PHARMACEUTICALS, INC., as Borrower CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, VARIOUS LENDERS, and DEERFIELD PRIVATE DESIGN FUND III, L.P., as Agent...Credit Agreement • May 3rd, 2019 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of May 2, 2019, by and among Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined below) party hereto from time to time, the lenders set forth on the signature page of this Agreement (together with their successors and assigns, the “Lenders”), Deerfield Private Design Fund III, L.P., as agent for itself and the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent,” and, together with the Lenders, the Borrower and the other Loan Parties party hereto, the “Parties”).
AERIE PHARMACEUTICALS, INC. INDUCEMENT AWARD PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 9th, 2017 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT (this “Agreement”) effective as of the date of grant set forth on the signature page hereto (the “Date of Grant”), is between Aerie Pharmaceuticals, Inc., a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Grantee”).
BAUSCH & LOMB, INC. CONTRACT MANUFACTURING SUPPLY AGREEMENTContract Manufacturing Supply Agreement • November 7th, 2018 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey
This CONTRACT MANUFACTURING SUPPLY AGREEMENT, made this 09th day of December, 2014 (“Effective Date”) by and between BAUSCH & LOMB INCORPORATED, a New York corporation, having its principal office located at 8500 Hidden River Parkway, Tampa, Florida 33637 (“B&L”), and AERIE PHARMACEUTICALS, Inc. (hereafter referred to as 'AERIE') having its principal office located at 135 US Highway 206, Suite 15, Bedminster, NJ 07921.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2013 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (the “Agreement”) is made as of , 2013, by and between Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”).
Shares Aerie Pharmaceuticals, Inc. Common Stock ($0.001 Par Value) FORM OF EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • October 15th, 2013 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom RBC Capital Markets, LLC and Stifel, Nicolaus & Company, Incorporated are acting as representatives (“you” or the “Representatives”) an aggregate of shares of the Issuer’s common stock, $0.001 par value (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to additional shares of the Issuer’s Common Stock (the “Option Securities”) solely to cover over-allotments, as set forth below.
AERIE PHARMACEUTICALS, INC. 1,395,349 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2017 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
AMENDMENT TO AMENDED AND RESTATEDEmployment Agreement • March 9th, 2017 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 6, 2017 (the “Amendment”), by and between Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Richard Rubino (the “Executive”).
SECOND AMENDMENT TO CONTRACT MANUFACTURING SUPPLY AGREEMENTContract Manufacturing Supply Agreement • November 7th, 2018 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This Second Amendment to Contract Manufacturing Supply Agreement (“Amendment”) is entered into as of this 15 day of August, 2018 (the “Amendment Effective Date”) by and between Bausch & Lomb Incorporated, having a place of business located at 8500 Hidden River Parkway, Tampa, Florida 33637 (“B+L”) and Aerie Distribution Incorporated, a Delaware Corporation having its principal place of business at 4301 Emperor Boulevard, Suite 400B, Durham, North Carolina 27703 (“Aerie Distribution”).
AERIE PHARMACEUTICALS, INC. Bedminster, NJ 07921 December 15, 2011Employment Agreement • October 3rd, 2013 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey
We are pleased to offer you, on the terms set forth in this letter (the “Agreement”), a position of employment as Chief Medical Officer of Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Your employment with the Company will start on January 2, 2012 (the “Start Date”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 9th, 2015 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey
This Separation and Release Agreement (this “Agreement”) is entered into as of July 9, 2015, by and between Brian Levy (the “Executive”) and Aerie Pharmaceuticals, Inc. (the “Company”) (each of the Executive and the Company, a “Party” and, collectively, the “Parties”). The Parties acknowledge that the terms and conditions of this Agreement have been voluntarily agreed to and are intended to be final and binding.
FIRST AMENDMENT TO CONTRACT MANUFACTURING SUPPLY AGREEMENTContract Manufacturing Supply Agreement • November 7th, 2018 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This First Amendment to Contract Manufacturing Supply Agreement (“Amendment”) is entered into as of this 31 day of May, 2018 (the “Amendment Effective Date”) by and between Bausch & Lomb Incorporated, having a place of business located at 8500 Hidden River Parkway, Tampa, Florida 33637 (“B+L”), Aerie Pharmaceuticals. Inc., having a place of business located at 135 US Highway 206, Suite 15, Bedminster, NJ 07921 (“Aerie”) and Aerie Distribution Incorporated, a Delaware Corporation having its principal place of business at 4301 Emperor Boulevard, Suite 400B, Durham, North Carolina 27703 (“Aerie Distribution”).
AERIE PHARMACEUTICALS, INC. Bedminster, NJ 07921 September 24, 2012Employment Agreement • October 3rd, 2013 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey
We are pleased to offer you, on the terms set forth in this letter (the “Agreement”), a position of employment as Chief Financial Officer (“CFO”) of Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Your employment with the Company will start on October 15, 2012 (the “Start Date”).
CONSULTING AGREEMENTConsulting Agreement • October 3rd, 2013 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey
THIS CONSULTING AGREEMENT (this “Agreement”), effective as of July 25, 2013 (“Effective Date”), is by and between THOMAS J. VAN HAARLEM, M.D., having an address at 14 Blue Cliff Drive, Lebanon, NJ 08833 (hereinafter referred to as “Consultant”) and AERIE PHARMACEUTICALS, INC., a Delaware corporation having offices at 135 US Highway 206, Suite 9, Bedminster, NJ 07921 (“Aerie” or the “Company”).
EXCHANGE AND TERMINATION AGREEMENTExchange and Termination Agreement • July 23rd, 2018 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
This EXCHANGE AND TERMINATION AGREEMENT (this “Agreement”) dated as of July 23, 2018, is by and among Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Deerfield Private Design Fund III, L.P. (“DPD III”), Deerfield Partners, L.P. (“DP”) and Deerfield Special Situations Fund, L.P. (“DSS” and, together with DPD III and DP, the “Purchasers”). The Purchasers and the Borrower are referred to herein collectively as the “Parties.” Capitalized terms used herein which are defined in the Purchase Agreement (as defined below), unless otherwise defined herein, shall have the meanings ascribed to them in the Purchase Agreement.
AERIE PHARMACEUTICALS, INC. SECOND AMENDED & RESTATED OMNIBUS INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 24th, 2020 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT (this “Agreement”) effective as of the date of grant set forth on the signature page hereto (the “Date of Grant”), is between Aerie Pharmaceuticals, Inc., a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Grantee”).
AERIE PHARMACEUTICALS, INC.Employment Agreement • November 5th, 2021 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
On behalf of Aerie Pharmaceuticals, Inc. (the “Company”), this letter Agreement memorializes the terms of your employment with the Company to serve as Interim Executive Chair of the Board of Directors of the Company (the “Board”), effective as of September 17, 2021 (the “Effective Date”).
AERIE PHARMACEUTICALS, INC.First Supplemental Indenture • November 21st, 2022 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 21, 2022, between Aerie Pharmaceuticals, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”), to the Indenture, dated as of September 9, 2019 (as supplemented or otherwise modified prior to the date hereof, the “Indenture”), between the Company and the Trustee. Capitalized terms used in this Supplemental Indenture without definition have the meanings ascribed to such terms in the Indenture.
AMENDMENT TO AMENDED AND RESTATEDEmployment Agreement • March 9th, 2017 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 6, 2017 (the “Amendment”), by and between Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Thomas Mitro (the “Executive”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 3rd, 2013 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of February 23, 2011 by and among Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on Exhibit A attached hereto (the “Investors”).
PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 12th, 2014 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 8, 2014, between Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), and the Persons set forth on Schedule 1 of this Agreement (together with their successors and assigns, the “Purchasers” and, together with the Borrower, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2017 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Florida
This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 25th day of July, 2017 (the “Effective Date”), by and between Aerie Pharmaceuticals, Inc., a Delaware corporation with principal executive offices at 135 US Highway 206, Suite 9, Bedminster, NJ 07921 (the “Company”), and Vicente Anido, Jr., Ph.D., residing at XXXXXXXXXXXXXXXXXXXXXXX (the “Executive”) (each of Executive and the Company a “Party” and together, the “Parties”).
COLLABORATION AND LICENSE AGREEMENT by and between AERIE PHARMACEUTICALS IRELAND, LTD. and SANTEN PHARMACEUTICAL CO., LTD. Dated as of October 28, 2020Collaboration and License Agreement • February 26th, 2021 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
This Collaboration and License Agreement (this “Agreement”) is entered into as of October 28, 2020 (the “Effective Date”) by and between Aerie Pharmaceuticals Ireland, Ltd., a company organized and existing under the laws of Ireland with its principal place of business at Athlone Business & Technology Park, Athlone, Co. Westmeath, N37 DW40, Ireland (“Aerie”), and Santen Pharmaceutical Co., Ltd., a company organized and existing under the laws of Japan with its principal place of business at 4-20 Ofuka-cho, Kita-ku, Osaka 530-8552, Japan (“Santen”). Aerie and Santen are each hereafter referred to individually as a “Party” and together as the “Parties”.
SECURITY AGREEMENT among AERIE PHARMACEUTICALS, INC. and DEERFIELD PARTNERS, L.P., DEERFIELD INTERNATIONAL MASTER FUND, L.P., DEERFIELD PRIVATE DESIGN FUND III, L.P., DEERFIELD SPECIAL SITUATIONS FUND, as Purchasers and DEERFIELD MANAGEMENT COMPANY,...Security Agreement • November 12th, 2014 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
THIS SECURITY AGREEMENT dated as of September 8, 2014 (this “Agreement”) is entered into among AERIE PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”, together with any other Person that becomes a party hereto as provided herein, the “Grantors” and each, a “Grantor”), and DEERFIELD PARTNERS, L.P., DEERFIELD INTERNATIONAL MASTER FUND, L.P., DEERFIELD PRIVATE DESIGN FUND III, L.P., DEERFIELD SPECIAL SITUATIONS FUND, L.P., AND DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P. (the “Purchasers”) and DEERFIELD MANAGEMENT COMPANY, L.P., as Agent for the Purchasers (“Agent”).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 9th, 2017 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of December 28, 2016, is entered into by and among AERIE PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), and DEERFIELD PRIVATE DESIGN FUND III, L.P., DEERFIELD INTERNATIONAL MASTER FUND, L.P., DEERFIELD PARTNERS, L.P. and DEERFIELD SPECIAL SITUATIONS FUND, L.P. (collectively referred to as the “Purchasers,” and together with the Borrower, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2018 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2018, by and among Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Deerfield Private Design Fund III, L.P. (“DPD III”), Deerfield Partners, L.P. (“DP”) and Deerfield Special Situations Fund, L.P. (“DSS” and, together with DPD III and DP, the “Purchasers”). The Purchasers and the Company are referred to herein collectively as the “Parties.” Capitalized terms used herein which are defined in the Exchange Agreement (as defined below), unless otherwise defined herein, shall have the meanings ascribed to them in the Exchange Agreement.
AERIE PHARMACEUTICALS, INC. INDUCEMENT AWARD PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 9th, 2017 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants to the individual named below an option (the “Option”) to purchase a number of shares of common stock of the Company pursuant to the Aerie Pharmaceuticals, Inc. Inducement Award Plan, in the manner and subject to the provisions of this Option Agreement. Except as otherwise defined herein, capitalized terms used in this Option Agreement shall have the same definitions as set forth in the Plan.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • October 3rd, 2013 • Aerie Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey
This Separation Agreement and General Release (this “Agreement”), dated as of July 25, 2013, is entered into between THOMAS J. VAN HAARLEM, M.D. (the “Dr. van Haarlem”) and AERIE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).
