Liminal BioSciences Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 2nd, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 29, 2020, by and among Liminal BioSciences Inc., a Canadian corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 2nd, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2020, by and among Liminal BioSciences Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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ARRANGEMENT AGREEMENT AMONG: STRUCTURED ALPHA LP – and – LIMINAL BIOSCIENCES INC. July 11, 2023
Arrangement Agreement • July 12th, 2023 • Liminal BioSciences Inc. • Pharmaceutical preparations • Ontario

STRUCTURED ALPHA LP, a limited partnership existing under the laws of the Cayman Islands, by its general partner, THOMVEST ASSET MANAGEMENT LTD., a corporation existing under the laws of the Province of Ontario

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LIMINAL BIOSCIENCES INC., Issuer AND [TRUSTEE], Trustee
Liminal BioSciences Inc. • December 1st, 2020 • Pharmaceutical preparations • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2019 • Liminal BioSciences Inc. • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of April 23, 2019 is entered into by and among Prometic Life Sciences Inc., a Canadian corporation (the “Company”), and certain holders of securities of the Company party to this Agreement (collectively, the “Investor Parties”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • June 25th, 2021 • Liminal BioSciences Inc. • Pharmaceutical preparations • Ontario

Share Purchase Agreement dated June 22, 2021 among, Kedrion S.p.A. ("Purchaser" or "Kedrion") or a designee thereof as may be provided in accordance with Section 15.7 of this Agreement, and Liminal BioSciences Inc. ("Seller").

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ROYALTY STREAM PURCHASE AGREEMENT
Royalty Stream Purchase Agreement • March 20th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations • Ontario

This Royalty Stream Purchase Agreement (the “Agreement”) is entered into and effective as of the 30th day of April 2018 (the “Effective Date”), by and between Prometic Life Sciences Inc., Prometic Pharma SMT Limited, Prometic Biosciences Inc. and each of their Affiliates that at any time holds an interest in the Patents or licenses any rights thereunder and becomes a party hereto as provided in Section 5(a), which entities shall be set forth on Schedule “C” hereto which schedule shall be updated as applicable from time to time (collectively referred to as “Prometic”), on the first hand, and Structured Alpha LP (“SALP” or “Buyer”), on the second hand.

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FIRST AMENDING AGREEMENT
First Amending Agreement • November 10th, 2021 • Liminal BioSciences Inc. • Pharmaceutical preparations

First Amending Agreement (the "Amending Agreement") dated November 10, 2021 between Liminal BioSciences Inc. ("Purchaser") , Fairhaven Pharmaceuticals Inc. (the "Corporation"), The Royal Institution for the Advancement of Learning/McGill University (“McGill”), AMORCHEM, LIMITED PARTNERSHIP ("AmorChem LP"), Genesys Ventures III LP ("Genesys") and MSBI Valorisation Inc. (“MSBI”, collectively, with McGill, AmorChem LP and Genesys, the "Sellers") and each of Elizabeth Douville and Jamie Stiff solely in their capacity as Agents of the Sellers (as defined in the Share Purchase Agreement)

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PROMETIC LIFE SCIENCES INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Subscription Agreement • November 12th, 2019 • Liminal BioSciences Inc. • Ontario

By completing this certificate, the Subscriber authorizes the indirect collection of this information by each applicable securities regulatory authority or regulator and acknowledges that such information is made available to the public under applicable securities legislation.

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Contract
Plasma Purchase Agreement • August 4th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE LIMINAL BIOSCIENCES INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO LIMINAL BIOSCIENCES INC. IF PUBLICLY DISCLOSED.

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ADSORBENT SUPPLY AGREEMENT
Adsorbent Supply Agreement • August 4th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations • England and Wales

THIS ADSORBENT SUPPLY AGREEMENT is entered into on June 18, 2019 (the “Effective Date”) between Prometic Bioseparations Ltd, a company incorporated under the laws of the Isle of Man having a its registered office at the Unit 2, Freeport, Ballasalla, Isle of Man IM9 2AP, British Isles ("Supplier") and Prometic Bioproduction Inc., a corporation incorporated under the laws of Canada, having a place of business located at 440 Blvd. Armand-Frappier, Suite 300, Laval, Québec, Canada, H7V 4B4 ("Customer").

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LIMINAL BIOSCIENCES INC. WAIVER AND AMENDMENT OF REGISTRATION RIGHTS
Registration Rights • March 20th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations

This waiver and amendment (this “Waiver and Amendment”) is entered into as of March 17, 2020, by and among Liminal BioSciences Inc. (formerly known as Prometic Life Sciences Inc.), a Canadian corporation (the “Company”) and Consonance Capital Master Account L.P. and P Consonance Opportunities Ltd. (each an “Investor” and, together, the “Investors”). This Waiver and Amendment is being delivered pursuant to Section 3.8 and Section 3.9 of that certain registration rights agreement (the “Registration Rights Agreement”), dated April 23, 2019, by and among the Company and the Investors. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Registration Rights Agreement.

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AMENDED AND RESTATED LICENSE AGREEMENT PPPS PROCESS
License Agreement • March 20th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations • Maryland

THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is dated and entered into as of the 7th day of May, 2012 (the “Effective Date”) by and between:

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FIRST AMENDING AGREEMENT
First Amending Agreement • October 4th, 2021 • Liminal BioSciences Inc. • Pharmaceutical preparations • Ontario

First Amending Agreement (the "Amending Agreement") dated September 29, 2021 between Kedrion S.p.A ("Purchaser") and Liminal BioSciences Inc. ("Seller").

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THIRD OMNIBUS AMENDMENT AGREEMENT
Third Omnibus Amendment Agreement • November 12th, 2019 • Liminal BioSciences Inc. • Ontario
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PROMETIC LIFE SCIENCES INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Placement Subscription Agreement • November 12th, 2019 • Liminal BioSciences Inc. • Ontario
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This letter agreement is made and entered into on February 17th, 2021 (the “Letter Agreement”)
Liminal BioSciences Inc. • March 24th, 2021 • Pharmaceutical preparations • England

by and between: Liminal BioSciences Inc. (formerly known as Prometic Life Sciences Inc.), having its registered office located at 440, boul. Armand-Frappier, suite 300, Laval, Canada, H7V 4B4;

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CONSENT AND ACKnowledgement
Consent and Acknowledgement • August 4th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations

Consent and acknowledgement dated December 14, 2015 between ProMetic Biosciences Inc. ("PBI"), Innovon Pharmaceutiques Inc. ("Innovon"), Mr. Pierre Laurin ("PL") and ProMetic Pharma SMT Limited ("PBI LTD").

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July 11, 2023 Structured Alpha LP c/o Thomvest Asset Management Ltd.
Arrangement Agreement • July 12th, 2023 • Liminal BioSciences Inc. • Pharmaceutical preparations
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BOARD OBSERVATION RIGHTS AND DIRECTOR NOMINATION AGREEMENT
Board Observation Rights and Director Nomination Agreement • November 12th, 2019 • Liminal BioSciences Inc. • Ontario

THIS BOARD OBSERVATION RIGHTS AND DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is entered into as of April 23, 2019 by and among Prometic Life Sciences Inc., a Canadian corporation (the “Company”), and certain holders of securities of the Company party to this Agreement (collectively, the “Investor Parties”). The Company and the Investor Parties are referred to herein collectively as the “Parties” and each, individually, as a “Party”. Unless otherwise defined herein, all capitalized terms used herein are defined in Annex A hereto.

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Amended and Restated Contract Manufacturing Agreement
Contract Manufacturing Agreement • August 4th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations

This Amended and Restated Contract Manufacturing Agreement (this “Agreement”) is made and entered into this 7th day of May, 2012 (the “Effective Date”)

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PLASMA PURCHASE AGREEMENT
Plasma Purchase Agreement • August 4th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations

This Plasma Purchase Agreement (the “Agreement”) is made, entered into and effective as of the 26th day of June 2017 (the “Effective Date”) by and between Prometic Plasma Resources Inc., a corporation existing under the law of Canada, having its registered office located at 440, Boulevard Armand-Frappier, Suite 300, Laval, Québec H7V 4B4 Canada (“Prometic”), and Biotest Pharmaceuticals Corporation, a Delaware corporation, having an address at 5800 Park of Commerce Boulevard NW, Boca Raton, Florida 33487 USA (“BPC”). Prometic and BPC are at times referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

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Contract
Liminal BioSciences Inc. • March 20th, 2020 • Pharmaceutical preparations • Quebec

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE LIMINAL BIOSCIENCES INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO LIMINAL BIOSCIENCES INC. IF PUBLICLY DISCLOSED.

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Contract
Plasma Purchase Agreement • August 4th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations • New York

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE LIMINAL BIOSCIENCES INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO LIMINAL BIOSCIENCES INC. IF PUBLICLY DISCLOSED.

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FIRST AMENDMENT TO THE CONSOLIDATED LOAN AGREEMENT (this “Agreement”)
Agreement • November 18th, 2019 • Liminal BioSciences Inc. • Pharmaceutical preparations • Ontario
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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 27th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations • New York

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (“Amendment”) is made as of November 25, 2020, by and among Liminal BioSciences Inc., a Canadian corporation (the “Company”), and the undersigned investors who are party to that certain Securities Purchase Agreement dated as of October 29, 2020 (the “Purchase Agreement”), by and among the Company and the investors party hereto. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

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Contract
Plasma Purchase Agreement • August 4th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE LIMINAL BIOSCIENCES INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO LIMINAL BIOSCIENCES INC. IF PUBLICLY DISCLOSED.

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Amendment No.1 to Amended and Restated License Agreement PPPS Process
License Agreement • August 4th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations • England

BY AND BETWEEN ProMetic Life Sciences Inc., a corporation existing under the laws of Canada, having a place of business at 440 Armand-Frappier Blvd., Suite 300, Laval, Québec H7V 4B4;

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Contract Manager Prometic Plasma Resources, Inc. 440, Boulevard Armand- Frappier, Suite 300 Laval, Quebec H7V 4B4 Canada
Liminal BioSciences Inc. • August 4th, 2020 • Pharmaceutical preparations

Ref.: Notice of Assignment of Plasma Purchase Agreement between Prometic Plasma Resources, Inc. (“Prometic”) and Biotest Pharmaceuticals Corporation (“BPC”) effective as of June 26, 2017

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FOURTH LOAN AGREEMENT Dated November 30, 2017 between STRUCTURED ALPHA LP as Lender - and - PROMETIC LIFE SCIENCES INC. as Borrower - and - PROMETIC BIOTHERAPEUTICS INC. as a Guarantor - and - PROMETIC BIOSEPARATIONS LTD as a Guarantor - and -...
Fourth Loan Agreement • November 12th, 2019 • Liminal BioSciences Inc. • Ontario

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

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Contract
License Agreement • March 24th, 2021 • Liminal BioSciences Inc. • Pharmaceutical preparations • Quebec

CERTAIN INFORMATION MARKED WITH [***] HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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ROYALTY STREAM AGREEMENT
Royalty Stream Agreement • March 18th, 2022 • Liminal BioSciences Inc. • Pharmaceutical preparations • Quebec

This Royalty Stream Agreement (the “Agreement”) is entered into and effective as of the 26th day of January 2022 (the “Effective Date”), by and between Liminal BioSciences Inc. (“Liminal”), of the first part, and Innovon Pharmaceutiques Inc. (“Innovon”), of the second part.

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MASTER ServIces AGREEMENT
Master Services Agreement • March 20th, 2020 • Liminal BioSciences Inc. • Pharmaceutical preparations

THIS MASTER SERVICES AGREEMENT is entered into as of this 15th day of May, 2015 (the “Effective Date”), by and between ProMetic Life Sciences, Inc. (“CUSTOMER”), having an address at 440 Armand-Frappier Boulevard, Suite 300, Laval, Quebec, H7V 4B4, Canada, and Cangene Corporation doing business as Emergent BioSolutions (“EMERGENT”), an Ontario corporation having an address at 155 Innovation Drive, Winnipeg, Manitoba, R3T 5Y3 Canada, with respect to the following:

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CONSOLIDATED LOAN AGREEMENT Originally dated as of April 27, 2017, as amended and restated pursuant to the Restatement on April 23, 2019 between STRUCTURED ALPHA LP as Lender - and - PROMETIC LIFE SCIENCES INC. as Borrower - and - PROMETIC...
Consolidated Loan Agreement • November 12th, 2019 • Liminal BioSciences Inc. • Ontario

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

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SPIN-OFF SHAREHOLDER RIGHTS PLAN AGREEMENT amended and restated as of March 22, 2018 between PROMETIC LIFE SCIENCES INC. and COMPUTERSHARE TRUST COMPANY OF CANADA as rights agent and to which intervened PROMETIC BIOSCIENCES INC. and PROMETIC...
Spin-Off Shareholder Rights Plan Agreement • November 12th, 2019 • Liminal BioSciences Inc.

THIS AGREEMENT, as amended and restated on March 22, 2018, is entered into between Prometic Life Sciences Inc. (the “Corporation”), a corporation existing under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”), to which intervene Prometic Biosciences Inc. (“PBI”), a corporation existing under the Canada Business Corporations Act, and Prometic Bioproduction Inc. (“PBP”), a corporation existing under the Canada Business Corporations Act and Prometic Biotherapeutics Inc. (“PBT”), a corporation existing under the General Corporation Law of the State of Delaware (USA);

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