INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement, including without limitation the Indemnification Agreement, dated between the Company and the Indemnitee (the “Prior Agreement”).
TETRALOGIC PHARMACEUTICALS CORPORATION Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • May 1st, 2015 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
TetraLogic Pharmaceuticals Corporation, 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. and Nomura Securities International, Inc. are acting as representatives (the “Representatives” or “you”) an aggregate of 6,250,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 937,500 additional shares (the “Optional Securities”) of common stock, par value $0.0001 per share (“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”).
TetraLogic Pharmaceuticals Corporation Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 6th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option, an aggregate of up to additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
PURCHASE AGREEMENTPurchase Agreement • August 25th, 2015 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of August 24, 2015, by and between TETRALOGIC PHARMACEUTICALS CORPORATION, a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
TETRALOGIC PHARMACEUTICALS CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 17, 2010 by and between David Weng (the “Employee”), and TetraLogic Pharmaceuticals Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”).
TETRALOGIC PHARMACEUTICALS CORPORATION WARRANT TO PURCHASE EQUITY SECURITIESTetralogic Pharmaceuticals Corp • October 31st, 2013 • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, , with its principal office at , or its assigns (the “Holder”), is entitled to subscribe for and purchase from TETRALOGIC PHARMACEUTICALS CORPORATION, a Delaware corporation, with its principal office at 343 Phoenixville Pike, Malvern, Pennsylvania 19355 (the “Company”) the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement, dated as of October 25, 2013 by and among the Company and the Purchasers therewith (the “Purchase Agreement”). Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the Purchase Agreement. Unless indicated otherwise, the aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to the quotient of (A) divided by (B) the per share price paid by investors for the Equity S
ContractTetralogic Pharmaceuticals Corp • October 18th, 2013 • Pharmaceutical preparations • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractTetralogic Pharmaceuticals Corp • October 18th, 2013 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
EXCLUSIVE LICENSE AGREEMENT between LICENSEE and PRINCETON UNIVERSITYLicense Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New Jersey
THIS AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”) is made and is effective as of the 6th day of October, 2006, by and between Princeton University, having its Office of Technology Licensing at 4 New South Building, Princeton, NJ 08544, (hereinafter referred to as “Princeton”), and TetraLogic Pharmaceuticals Corporation, a Delaware corporation having an address of 365 Phoenixville Pike, Malvern, Pennsylvania 19355 (hereinafter referred to as “Licensee”).
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Second Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of May 20, 2011, among TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), those stockholders of the Company listed on Exhibit A hereto (individually, a “Common Stockholder,” and collectively, the “Common Stockholders”), and the stockholders listed on Exhibit B hereto (individually, an “Investor” and collectively, the “Investors”).
WARRANT TO PURCHASE COMMON STOCK OF TETRALOGIC PHARMACEUTICALS CORPORATIONTetralogic Pharmaceuticals Corp • October 18th, 2013 • Pharmaceutical preparations • Delaware
This is to Certify that, FOR VALUE RECEIVED, , or its permitted assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant from TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), fully paid, validly issued and nonassessable shares of Common Stock, par value $0.0001 of the Company (“Common Stock”) at an exercise price of $0.05 per share, exercisable at any time or from time to time during the period from March 11, 2010 to such date that is the later of (a) five years from the date of the consummation of the Company’s first firm-commitment underwritten offering of shares of its common stock in which (1) the net proceeds to the Company for such shares shall be at least $40,000,000 (after deducting underwriting commissions and offering expenses), and (2) the price paid by the public shall be at least $2.00 per share (appropriately and proportionately adjusted for stock dividends, stock splits and other subdivisions and combinations o
EXCHANGE AGREEMENTExchange Agreement • May 14th, 2015 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of March 3, 2015, by and between TetraLogic Pharmaceuticals Corporation, a Delaware corporation, with offices located at 343 Phoenixville Pike, Malvern, PA 19355 (the “Company”), and the investor that is a signatory to this Agreement (the “Investor”).
Advisory Services AgreementAdvisory Services Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
AGREEMENT made this 8 day of March, 2013, (“Effective Date”) between Andrew Pecora, M.D. (“Pecora”) and TetraLogic Pharmaceuticals Corporation (“TL”).
SECOND AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
OFFICE/LABORATORY LEASEOffice/Laboratory Lease • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
This LEASE, made this 30th day of April, 2004, by and between 335-95 Phoenixville Pike Associates a Pennsylvania Limited Partnership (hereinafter referred to as “Landlord”), and APOP Corporation. a Delaware Corporation (hereinafter referred to as “Tenant”);
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Third Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of November 18, 2013, among TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), those stockholders of the Company listed on Exhibit A hereto (individually, a “Common Stockholder,” and collectively, the “Common Stockholders”), and the stockholders listed on Exhibit B hereto (individually, an “Investor” and collectively, the “Investors”).
TETRALOGIC PHARMACEUTICALS CORPORATION as the Company and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of ,Indenture • January 2nd, 2015 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
This Indenture, dated as of , , is by and between TETRALOGIC PHARMACEUTICALS CORPORATION, a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 16th day of May, 2013 (the “Effective Date”) by and among TETRALOGIC PHARMACEUTICALS CORPORATION, a Delaware corporation (the “Company”), and Amgen Inc. ( “Purchaser””).
ContractTetralogic Pharmaceuticals Corp • October 18th, 2013 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
CONSULTING AGREEMENTConsulting Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
This Consulting Agreement (this “Agreement”) is entered into as of this 12th day of August, 2013 (the “Effective Date”) by and between TetraLogic Pharmaceuticals Corporation (“TetraLogic”), a Delaware corporation with its principal place of business located at 343 Phoenixville Pike, Malvern, Pa. 19355 and John M. Gill, having an address at 822 Nathan Hole Road, Berwyn, Pennsylvania 19312 (“Consultant”).
Licence Agreement The Walter & Eliza Hall Institute of Medical Research TetraLogic Pharmaceuticals CorporationLicence Agreement • August 5th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Victoria
VOTING AGREEMENTVoting Agreement • November 3rd, 2016 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2016, by and among TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), and each of the undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), (the Company, and the Stockholders are hereby referred to individually, as a “Party”, and collectively, as the “Parties”).
ASSET PURCHASE AGREEMENT BY AND AMONG TETRALOGIC PHARMACEUTICALS CORPORATION, TETRALOGIC RESEARCH AND DEVELOPMENT CORPORATION AND MEDIVIR AB DATED AS OF NOVEMBER 2, 2016Asset Purchase Agreement • November 3rd, 2016 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of this 2nd day of November, 2016 by and among TetraLogic Pharmaceuticals Corporation, a Delaware corporation (“TLOG”), TetraLogic Research and Development Corporation, a Delaware corporation (“TR&D” and, collectively with TLOG, the “Sellers”), and Medivir AB, a Swedish corporation (the “Buyer”).
CONSULTING AGREEMENTConsulting Agreement • August 11th, 2016 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
This Consulting Agreement (this “Agreement”) is entered into this 2nd day of May, 2016 (the “Effective Date”) by and between TetraLogic Pharmaceuticals Corporation (“TetraLogic"), a Delaware corporation with its principal place of business located at 343 Phoenixville Pike, Malvern, PA 19355 and Peter Meyers (“Consultant”), having an address at 121 Ridgeway Street, Mount Vernon, NY 10552.
TETRALOGIC PHARMACEUTICALS CORPORATION $47,000,000 Convertible Senior Notes due 2019 PURCHASE AGREEMENT June 17, 2014Purchase Agreement • August 5th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers named in Schedule A annexed hereto (the “Initial Purchasers”), for whom you are acting as the Representative, an aggregate of $47,000,000 principal amount of its 8.00% Convertible Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 23, 2014 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be convertible into common stock, $0.0001 par value per share (the “Common Stock”), of the Company.
ContractTetralogic Pharmaceuticals Corp • September 16th, 2013 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2015 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations
THIS AMENDMENT ("Amendment 1") is made and entered into as of March 18, 2015 to the Executive Employment Agreement by and between TETRALOGIC PHARMACEUTICALS CORPORATION ("Company") and RICHARD L. SHERMAN ("Employee") dated as of April 22, 2014 (the "Agreement")
LICENSE AGREEMENTLicense Agreement • August 5th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This License Agreement is entered into as of this 7th day of October, 2008 (the “Effective Date”), by and between Shape Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at c/o Healthcare Ventures, LLC, 55 Cambridge Parkway, Suite 301, Cambridge, MA 02142 (“Licensee”), President and Fellows of Harvard College, a Massachusetts non-profit educational institution, having a place of business at Holyoke Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”) and Dana-Farber Cancer Institute, Inc., having a place of business at 44 Binney Street, Boston, Massachusetts (“DFCI”). Harvard and DFCI shall be referred to together as “Licensors.”
FORM OF EXCHANGE AND CONSENT AGREEMENTForm of Exchange and Consent Agreement • November 14th, 2016 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
WHEREAS, the Company has agreed to sell substantially all of its assets relating to the birinapant and SHP-141 (remetinostat) lead molecules to Medivir AB, a company organized under the laws of Sweden (such transaction, the “Asset Purchase”), pursuant to the terms and conditions of that certain asset purchase agreement by and among the Company, its wholly-owned subsidiary TetraLogic Research and Development Corporation and Medivir AB, dated as of November 1, 2016 (the “APA”);
TETRALOGIC PHARMACEUTICALS CORPORATION AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • March 13th, 2015 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
The Agency Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, agreements, covenants and other terms and conditions of the Sales Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations, warranties and agreements set forth in the Sales Agreement shall be deemed to have been made at and as of the date of the Company’s Acceptance and on any Purchase Date and any Settlement Date.
MERGER AGREEMENT by and among SHAPE PHARMACEUTICALS, INC. TETRALOGIC PHARMACEUTICALS CORPORATION, TLOG ACQUISITION SUB, INC., and AUGUSTINE LAWLOR as HOLDER REPRESENTATIVE, April 7, 2014Merger Agreement • August 5th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This MERGER AGREEMENT, dated as of April 7, 2014 (this “Agreement”), by and among (i) TetraLogic Pharmaceuticals Corporation, a Delaware corporation (“Parent”), (ii) TLOG Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iii) Shape Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (iv) Augustine Lawlor, solely in his capacity as Holder Representative (the “Holder Representative”).
TETRALOGIC PHARMACEUTICALS CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 5th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 22, 2014 (“Effective Date”) by and between Richard Sherman a resident of Kilauea, Hawaii (the “Employee”), and TetraLogic Pharmaceuticals Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”).
AMENDMENT NO. 1 TO WARRANT TO PURCHASE EQUITY SECURITIES OF TETRALOGIC PHARMACEUTICALS CORPORATIONTetralogic Pharmaceuticals Corp • November 6th, 2013 • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (this “Amendment”), effective as of the day of October 2013, by and between TETRALOGIC PHARMACEUTICALS CORPORATION, a Delaware corporation (the “Company”), and [WARRANT HOLDER] (the “Holder”), amends certain warrants issued to Holder pursuant to that certain Note and Warrant Purchase Agreement dated by and among the Company and the Purchasers (as defined therein) and that certain Note and Warrant Purchase Agreement dated by and among the Company and the Purchasers (as defined therein) (each of the warrants issued under such purchase agreements are referred to as a “Warrant” and collectively, the “Warrants”). All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrants.
MANAGEMENT TRANSITION AGREEMENTManagement Transition Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
This Agreement is being entered into as of the 12th day of August, 2013 by and between TetraLogic Pharmaceuticals Corporation (hereinafter “Company”), and Mr. John M. Gill (hereinafter “Gill”).
