12,500,000 of Shares of Common Stock and Pre-Funded Warrants to Purchase 5,000,000 Shares CHIASMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2020 • Chiasma, Inc • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • April 8th, 2020 • Chiasma, Inc • Pharmaceutical preparations • New York
CHIASMA, INC. COMMON STOCK SALES AGREEMENTSales Agreement • November 8th, 2018 • Chiasma, Inc • Pharmaceutical preparations • New York
Chiasma, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2015 • Chiasma, Inc • Pharmaceutical preparations • New York
Chiasma, Inc., a Delaware corporation (the “Company”), proposes to sell [●] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [●] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
REVENUE INTEREST FINANCING AGREEMENT between CHIASMA, INC., as the Company, and HEALTHCARE ROYALTY PARTNERS IV, L.P., as Investor Dated April 7, 2020Revenue Interest Financing Agreement • May 7th, 2020 • Chiasma, Inc • Pharmaceutical preparations • New York
CHIASMA, INC. Indemnification AgreementIndemnification Agreement • July 6th, 2015 • Chiasma, Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Chiasma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Chiasma, Inc. Building C East Needham, MA 02494Executive Employment Letter • March 16th, 2020 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
This amended and restated letter agreement (the “Agreement”) confirms the revised terms and conditions of your employment with Chiasma, Inc. (the “Company”) effective February 14, 2020 (the “Effective Date”). This Agreement amends, restates and supersedes in all respects your offer letter with the Company dated September 16, 2019 (the “Prior Agreement”) as of the Effective Date, provided that your Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement with the Company dated September 30, 2019 (the “Restrictive Covenant Agreement”) shall remain unaltered and in full effect.
VOTING AND TRANSACTION SUPPORT AGREEMENT FOR PARENT SECURITYHOLDERSVoting and Support Agreement • May 5th, 2021 • Chiasma, Inc • Pharmaceutical preparations • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May [_], 2021, by and among Chiasma, Inc., a Delaware corporation (the “Company”), and the shareholder(s) of Amryt Pharma plc, a public limited company incorporated under the laws of England and Wales (“Parent”), listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
PAGE ARTICLE 1 BASIC DATA; DEFINITIONS 1 1.1 Basic Data 1 1.2 Enumeration of Exhibits 3 ARTICLE 2 PREMISES; APPURTENANT RIGHTS AND RESERVATIONS 4 2.1 Lease of Premises 4 2.2 Appurtenant Rights and Landlord Reservations 4 2.3 Access/Security 5 ARTICLE...Lease Agreement • March 20th, 2018 • Chiasma, Inc • Pharmaceutical preparations
THIS LEASE is dated as of November 15, 2017 between the Landlord and the Tenant named below, and is of space in the Building described below.
Chiasma, Inc. Building C East Needham, MA 02494Executive Employment Agreement • January 19th, 2021 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Agreement”) confirms the terms and conditions of your employment with Chiasma, Inc. (the “Company”) effective on January 19, 2021 or a later date mutually agreed (the “Start Date”).
AGREEMENT AND PLAN OF MERGER by and among AMRYT PHARMA PLC, ACORN MERGER SUB, INC. and CHIASMA, INC. Dated as of May 4, 2021Merger Agreement • May 5th, 2021 • Chiasma, Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 4, 2021, is entered into by and among Amryt Pharma plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Acorn Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Chiasma, Inc., a Delaware corporation (the “Company”, and together with Parent and Merger Sub, the “Parties” and each a “Party”). All terms used but not defined in this Preamble and the Recitals have such meanings as ascribed in Section 1.01(a) or Section 1.01(b).
SUBLEASESublease • June 15th, 2015 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
Cyber-Ark Software, Inc., a Delaware corporation, having an address at 60 Wells Avenue, Newton, Massachusetts 02459 (“Sublessor”), and Chiasma, Inc., a Delaware corporation, having an address at 60 Wells Avenue, Newton, Massachusetts 02459 (“Sublessee”), enter into this Sublease effective as of May 12, 2015.
CHIASMA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 17th, 2015 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
THIS OMNIBUS AMENDMENT AGREEMENT (this “Amendment”), dated as of February 26, 2015, amends: (i) that certain Series E Convertible Preferred Stock Purchase Agreement, dated as of December 16, 2014, by and among Chiasma, Inc., a Delaware corporation (the “Company”), and the other parties thereto (the “Purchase Agreement”); (ii) that certain Amended and Restated Investor Rights Agreement, dated as of December 16, 2014, by and among the Company and the other parties thereto (the “Investor Rights Agreement”); (iii) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of December 16, 2014, by and among the Company and the other parties thereto (the “Right of First Refusal and Co-Sale Agreement”); and (iv) that certain Amended and Restated Stockholders’ Voting Agreement, dated as of December 16, 2014, by and among the Company and the other parties thereto (the “Voting Agreement”, and collectively with the Purchase Agreement, the Investor Rights Agreement an
Chiasma, Inc. Waltham, MA 02451Executive Employment Letter • June 5th, 2019 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
This amended and restated letter agreement (the “Agreement”) confirms the revised terms and conditions of your employment with Chiasma, Inc. (the “Company”), effective as of the first day of employment with the Company of the Company’s new Chief Executive Officer (the “Effective Date”). This Agreement amends, restates and supersedes in all respects your employment agreement with the Company dated September 27, 2016 (the “Prior Agreement”) as of the Effective Date, provided that your Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement with the Company dated May 8, 2015, as modified by the Prior Agreement (the “Restrictive Covenant Agreement”) shall remain unaltered and in full effect. You hereby acknowledge and agree that neither this Agreement nor any term herein, including your new position described in Section 1, constitutes Good Reason or a without Cause termination under the Prior Agreement, and that you are not eligible for, and hereby waive any eligibility
Chiasma, Inc. Newton, MA 02459Executive Employment Agreement • November 16th, 2015 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Agreement”) confirms the terms and conditions of your employment with Chiasma, Inc. (the “Company”):
EMPLOYMENT AGREEMENT made and entered into as of June 22, 2010 by and betweenEmployment Agreement • June 15th, 2015 • Chiasma, Inc • Pharmaceutical preparations
Lease Agreement Made and entered into in Jerusalem on September 5, 2008Lease Agreement • June 15th, 2015 • Chiasma, Inc • Pharmaceutical preparations
Whereas the Lessor holds the right to be registered with the Israel Land Administration as the owner of a long term lease on a lot located on Parcel 100 of Block 30243 on Hartum Street in Har Hotzvim, Jerusalem, as well as on the building built on the Parcel known as Beit Hadar Nechasim (hereinafter known as: the “Building”); and
VOTING AND TRANSACTION SUPPORT AGREEMENT FOR COMPANY SECURITYHOLDERSVoting and Support Agreement • May 5th, 2021 • Chiasma, Inc • Pharmaceutical preparations • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May [_], 2021, by and among Amryt Pharma plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Acorn Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and the stockholder(s) of Chiasma, Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
RELEASE OF CLAIMSRelease of Claims • October 1st, 2020 • Chiasma, Inc • Pharmaceutical preparations
This Release of Claims (the “Release”) is dated September 30, 2020 and is entered into by and between Mark J. Fitzpatrick (the “Executive”) and Chiasma, Inc. (the “Company”) (together the “Parties”) in connection with the Amended and Restated Executive Employment Letter between the Executive and the Company dated May 31, 2019 (the “Agreement”) and with the Parties’ subsequent agreement to additional and amended terms in connection therewith. Terms with initial capitalization that are not otherwise defined in this Release have the meanings set forth in the Agreement. The consideration for the Executive’s agreement to this Release consists of the Termination Benefits (as defined below) and other compensation and benefits provided in this Release, the receipt of which are conditioned on the Executive’s timely execution and nonrevocation of this Release.
Chiasma, Inc. Newton Centre, MA 02459Executive Employment Agreement • April 17th, 2015 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Agreement”) confirms the terms and conditions of your employment with Chiasma, Inc. (the “Company”):
Employment AgreementEmployment Agreement • June 15th, 2015 • Chiasma, Inc • Pharmaceutical preparations
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of December 16, 2014 (the “Effective Date”) by and between Chiasma (Israel) Ltd., a company incorporated in the State of Israel, having its offices at 10 Hartom Street, Jerusalem 91450, Israel (the “Company”), and Roni Mamluk (the “Executive”).
Chiasma, Inc. Building C East Needham, MA 02494Executive Employment Letter • February 21st, 2020 • Chiasma, Inc • Pharmaceutical preparations
This Amendment (the “Amendment”) to the Amended and Restated Executive Employment Letter dated February 23, 2018 (the “Agreement”) confirms the amended terms and conditions of your employment with Chiasma, Inc. (the “Company”) effective February 14, 2020. Except as expressly amended herein, the Agreement remains in full effect. Your Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement with the Company dated May 8, 2015 is unaltered and unamended by this Amendment and remains in full effect.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2017 • Chiasma, Inc • Pharmaceutical preparations
This Amendment (“Amendment”) is entered into effective November 15, 2016 , by and between Chiasma (Israel) Ltd., registration number 513104026, a company incorporated in the State of Israel, and Roni Mamluk (“Executive”).
Science Park – Kiryat Weizmann Lease AgreementLease Agreement • March 17th, 2016 • Chiasma, Inc • Pharmaceutical preparations
DIRECTOR AGREEMENTDirector Agreement • June 19th, 2017 • Chiasma, Inc • Pharmaceutical preparations
This Director Agreement (this “Agreement”) is made effective as of April 1, 2017 (the “Effective Date”), by and between Chiasma (Israel) Ltd., with its registered office at Golda Meir 5 Rehovot, Israel (“Company”), and Dr. Roni Mamluk (“Director”).
Chiasma, Inc. Building C East Needham, MA 02494Executive Employment Letter • February 21st, 2020 • Chiasma, Inc • Pharmaceutical preparations
This Amendment (the “Amendment”) to the Executive Employment Letter dated May 31, 2019 (the “Agreement”) confirms the amended terms and conditions of your employment with Chiasma, Inc. (the “Company”) effective February 14, 2020. Except as expressly amended herein, the Agreement remains in full effect. Your Employee Confidentiality, Assignment and Noncompetition Agreement with the Company dated May 31, 2019 is unaltered and unamended by this Amendment and remains in full effect.
Chiasma, Inc. Building C East Needham, MA 02494Executive Employment Letter • February 21st, 2020 • Chiasma, Inc • Pharmaceutical preparations
This Amendment (the “Amendment”) to the Amended and Restated Executive Employment Letter dated May 31, 2019 (the “Agreement”) confirms the amended terms and conditions of your employment with Chiasma, Inc. (the “Company”) effective February 14, 2020. Except as expressly amended herein, the Agreement remains in full effect. Your Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement with the Company dated May 8, 2015 is unaltered and unamended by this Amendment and remains in full effect.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2017 • Chiasma, Inc • Pharmaceutical preparations
This Amendment (“Amendment”) is entered into effective December 14, 2016 (the “Effective Date”), by and between Chiasma (Israel) Ltd., registration number 513104026, a company incorporated in the State of Israel (the “Company”), and Roni Mamluk (“Executive”).
Chiasma, Inc. Newton Centre, MA 02459Executive Employment Agreement • June 15th, 2015 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Agreement”) confirms the terms and conditions of your employment with Chiasma, Inc. (the “Company”):
Separation Settlement Agreement and ReleaseSeparation Settlement Agreement • June 19th, 2017 • Chiasma, Inc • Pharmaceutical preparations
This Separation Agreement (the “Agreement”) is entered effective as of 31 March 2017, by and between, Chiasma (Israel) Ltd., with its registered office at Golda Meir 5 Rehovot, Israel (“Company”) and Dr. Roni Mamluk (“Employee”) (each, a “Party” and collectively, the “Parties”).
SUBLEASE TERMINATION AGREEMENTSublease Termination Agreement • November 16th, 2017 • Chiasma, Inc • Pharmaceutical preparations
Chiasma, Inc., a Delaware corporation (“Seller”), for good and valuable consideration of ten dollars ($10.00) paid by Cimpress USA Incorporated, a Delaware corporation (“Buyer”), the receipt and sufficiency of which are hereby acknowledged, does hereby grant, bargain and sell to Buyer, its successors and assigns, the items of personal property listed on Schedule Personal Property attached hereto (collectively, the “Conveyed Personal Property”).
SUBLEASE By and Between PTC INC. (“Sublandlord”) and CHIASMA, INC. (“Subtenant”) Needham, MassachusettsSublease • March 16th, 2020 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
THIS SUBLEASE (the “Sublease”) is made and entered into as of this 11th day of October, 2019 by and between PTC INC., a corporation organized under the laws of the State of Delaware (“Sublandlord”) and CHIASMA, INC., a corporation organized under the laws of the state of Delaware (“Subtenant”).
SUBLEASESublease • March 17th, 2016 • Chiasma, Inc • Pharmaceutical preparations • Massachusetts
This Letter of Credit is transferable in its entirety to any successor in interest to Beneficiary as lessee of 275 Wyman Street, Waltham, Massachusetts. Should a transfer be desired, such transfer will be subject to the return to us of this advice, together with written instructions. Any fees related to such transfer shall be for the account of the Applicant.
Chiasma, Inc. Building C East Needham, MA 02494Executive Employment Letter • February 21st, 2020 • Chiasma, Inc • Pharmaceutical preparations
This Amendment (the “Amendment”) to the Amended and Restated Executive Employment Letter dated February 23, 2018 (the “Agreement”) confirms the amended terms and conditions of your employment with Chiasma, Inc. (the “Company”) effective February 14, 2020. Except as expressly amended herein, the Agreement remains in full effect. Your Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement with the Company dated September 23, 2015 is unaltered and unamended by this Amendment and remains in full effect.
