EMERGENT BIOSOLUTIONS INC. AND EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO 3.875% SENIOR UNSECURED NOTES DUE 2028 INDENTURE Dated as of August 7, 2020 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • August 7th, 2020 • Emergent BioSolutions Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of August 7, 2020 among Emergent BioSolutions Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below) from time to time party hereto and U.S. Bank National Association, as trustee (the “Trustee”).
DEFINITIONS ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES SATISFACTION AND DISCHARGE PARTICULAR COVENANTS OF THE COMPANY LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE DEFAULTS AND REMEDIES CONCERNING THE TRUSTEE...Emergent BioSolutions Inc. • January 29th, 2014 • Pharmaceutical preparations • New York
INDENTURE dated as of January 29, 2014 between Emergent BioSolutions Inc., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).
EMERGENT BIOSOLUTIONS INC. ___Shares of Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2006 • Emergent BioSolutions Inc. • Pharmaceutical preparations • New York
Emergent BioSolutions Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company and, at the option of the Underwriters, up to an additional shares of Common Stock to cover over-allotments, if any, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell, at the option of the Underwriters, up to an additional shares of Common Stock to cover over-allotments, if any. The aggregate of shares to be sold by the Company are herein referred to as the “Underwritten Shares” and the aggregate of additional shares to be sold by the Company and the Selling Stockholders at the option of the Underwriters are herein referred to as the “Option Shares.” The Underwritten Shares and the Option
EMERGENT BIOSOLUTIONS INC.Purchase Agreement • January 29th, 2014 • Emergent BioSolutions Inc. • Pharmaceutical preparations • New York
Emergent BioSolutions Inc., a Delaware corporation (the "Company"), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), J.P. Morgan Securities LLC ("JP Morgan") and each of the other Initial Purchasers named in Schedule A hereto (collectively, the "Initial Purchasers," which term shall also include any initial purchaser substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and JP Morgan are acting as representatives (in such capacity, the "Representatives"), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $215,000,000 aggregate principal amount of the Company's 2.875% Convertible Senior Notes due 2021 (the "Initial Securities") and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an addit
CREDIT AGREEMENTAssignment and Assumption • December 12th, 2013 • Emergent BioSolutions Inc. • Pharmaceutical preparations • New York
VOTING SUPPORT AGREEMENTVoting Support Agreement • December 12th, 2013 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:
EMERGENT BIOSOLUTIONS INC. 3.875% Senior Unsecured Notes due 2028 PURCHASE AGREEMENT Dated: August 4, 2020Purchase Agreement • August 7th, 2020 • Emergent BioSolutions Inc. • Pharmaceutical preparations • New York
Form of 2021-2023 Performance-Based Stock Unit Award AgreementStock Unit Award Agreement • February 16th, 2021 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 5th, 2011 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
This Consulting Services Agreement (“Agreement”), effective the 1st day of April 2011 (the “Effective Date”), is made and entered into by and between Emergent BioSolutions Inc. (“Emergent”), a Delaware corporation, with offices at 2273 Research Boulevard, Suite 400, Rockville, Maryland 20850, and The Hauer Group (“Consultant”), located at 7850 Southdown Road, Alexandria, VA 22308, Emergent and Consultant are sometimes hereinafter referred to in the singular as “Party” and collectively as the “Parties”.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 18th, 2013 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement is made this ___ day of _________ 20__, by and between Emergent BioSolutions Inc. a Delaware corporation (the "Company"), and ________, (the "Indemnitee").
ContractLoan Agreement • March 5th, 2010 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Maryland
Emergent BioSolutions Inc. Form of Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 22nd, 2019 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • August 4th, 2016 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 29, 2016 (this "Agreement"), is made and entered into by and between Emergent BioSolutions Inc., a Delaware corporation ("Emergent"), and Aptevo Therapeutics Inc., a Delaware corporation ("Aptevo"). Aptevo and Emergent are referred to together as the "Parties" and individually as a "Party." Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.
EMERGENT BIOSOLUTIONS INC. Form of Director Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 22nd, 2019 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement is made as of the Agreement Date between Emergent BioSolutions Inc. (the “Company”), a Delaware corporation, and the Participant.
RIGHTS AGREEMENT between EMERGENT BIOSOLUTIONS INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated November 14, 2006Rights Agreement • December 8th, 2006 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
RIGHTS AGREEMENT, dated November 14, 2006 (this “Agreement”), between Emergent BioSolutions Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2016 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Maryland
This Consulting Agreement ("Agreement"), effective as of 8:00 am on May 18, 2016 ("Effective Date"), is made by and between Emergent BioSolutions Inc. ("Emergent"), having its principal office at 400 Professional Drive, Suite 400, Gaithersburg, Maryland 20879, and John E. Niederhuber, M.D. ("Consultant"), having his principal office at **** ********** *****, *******, ** *****. Emergent and Consultant are hereinafter referred to individually as "Party" or collectively as the "Parties". The Parties hereby agree as follows:
AMENDED AND RESTATED MARKETING AGREEMENTMarketing Agreement • September 25th, 2006 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Michigan
THIS AMENDED AND RESTATED MARKETING AGREEMENT (the “Agreement”) is made effective this 1st day of January 2000 (the “Effective Date”), by and between BioPort Corporation, a Michigan corporation having its principal office at 3500 N. Martin Luther King, Jr., Blvd., Lansing Michigan 48906 (“BIOPORT”) and INTERGEN N.V., a corporation of the Netherlands Antilles, its address being c/o Tarma Trust Management, Castorweg 22-24, Curacao, Netherlands Antilles (“INTERGEN”) (BIOPORT and INTERGEN being sometimes referred to in the singular as “Party” and collectively as “Parties”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 13th, 2010 • Emergent BioSolutions Inc. • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of August 12, 2010 (this “Agreement”), is entered into by and among Emergent BioSolutions Inc., a Delaware corporation (“Parent”), Trubion Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger and Reorganization • August 13th, 2010 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of August 12, 2010, is by and among Emergent BioSolutions Inc. a Delaware corporation (“Parent”), 35406 LLC, a Delaware limited liability company and wholly owned direct subsidiary of Parent (sometimes referred to herein as the “LLC” or the “Final Surviving Entity”), 30333 Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (sometimes referred to herein as “Merger Sub”), and Trubion Pharmaceuticals, Inc. a Delaware corporation (the “Company” or the “Interim Surviving Corporation”).
ContractAsset Purchase Agreement • May 18th, 2022 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
1 - Certain portions of this exhibit were omitted by means of marking such portions with asterisk because the identified confidential portions would be competitively harmful if publicly disclosed and they are the type of information that the...Emergent BioSolutions Inc. • March 23rd, 2023 • Pharmaceutical preparations • Delaware
Form of Restricted Stock Unit Award Agreement – Canadian ParticipantRestricted Stock Unit Award Agreement • February 22nd, 2019 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Delaware
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions AMENDED AND RESTATED MARKETING AGREEMENTMarketing Agreement • May 7th, 2008 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Michigan
This Amended and Restated Marketing Agreement (the “Agreement”) is made effective as of the 5th day of November 2007 (the "Effective Date"), by and between Emergent BioDefense Operations Lansing Inc. (formerly known as BioPort Corporation), a Michigan corporation having offices at 3500 N. Martin Luther King, Jr., Blvd., Lansing Michigan 48906 (“Emergent”) and Intergen N.V., a corporation of the Netherlands Antilles, its address being c/o Tarma Trust Management, Castorweg 22-24, Curacao, Netherlands Antilles (“Intergen”) (Emergent and Intergen each a “Party” and collectively the “Parties”).
LICENSE AGREEMENTLicense Agreement • March 6th, 2009 • Emergent BioSolutions Inc. • Pharmaceutical preparations • District of Columbia
THIS LICENSE AGREEMENT (“Agreement”), effective as of the “Signature Date” (as defined below), is made by and between: U.S. Army Medical Research Institute of Infectious Diseases (“Licensor”), a subordinate laboratory of the United States Army Medical Research and Materiel Command, having a place of business at 504 Scott Street, Fort Detrick, Maryland 21702-5012; and VaxGen Inc. (“Licensee”) a Delaware corporation, having a principal place of business at 1000 Marina Boulevard, Brisbane, California 94005-1841.
AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • May 8th, 2019 • Emergent BioSolutions Inc. • Pharmaceutical preparations
This Amendment No. 2 to License Agreement (this “Amendment”) is made as of March 18, 2019, by and between Opiant Pharmaceuticals Inc. (formerly known as Lightlake Therapeutics Inc.), a Delaware corporation (“Opiant”), and Adapt Pharma Operations Limited, an Irish limited company (“Adapt”). Opiant and Adapt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings given to them in the License Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • August 14th, 2006 • Emergent BioSolutions Inc. • Delaware
VOTING AGREEMENT, effective as of June 30, 2004 (this “Agreement”), by and between BIOPHARM, LLC, a Delaware limited liability company (“BioPharm”) and Michigan Biologics Products, Inc., a Michigan corporation (“MBPI”).
CONSULTING AGREEMENTConsulting Agreement • August 6th, 2010 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Maryland
This Consulting Agreement (“Agreement”), effective as of April 7, 2010 (“Effective Date”), is made by and between Emergent BioSolutions Inc. (“Emergent”), with a principal office at 2273 Research Blvd., Suite 400, Rockville, MD 20850, and Denise Esposito (“Consultant”). Emergent and Consultant are hereinafter referred to individually as “Party” or collectively as the “Parties”. The Parties hereby agree as follows:
FIRST AMENDMENT TO LOAN DOCUMENTSLoan Documents • August 3rd, 2012 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Maryland
THIS FIRST AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is made as of June 26, 2012, by and among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), with an address at 2273 Research Boulevard, Suite 400, Rockville, Maryland 20850, EMERGENT MANUFACTURING OPERATIONS BALTIMORE LLC, a Delaware limited liability company (the "Guarantor"), with an address at 5901 East Lombard Street, Baltimore, Maryland 21224, EMERGENT BIODEFENSE OPERATIONS LANSING LLC, a Michigan limited liability company formerly known as BioPort Corporation ("EBOL"), with an address at 3500 N. Martin King Jr. Blvd., Lansing, MI 48906, and PNC BANK, NATIONAL ASSOCIATION (the "Bank"), with an address at 800 17th Street, NW, Washington, DC 20006.
Agreement of Advent Venture Partners LLP, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund III A LTD Partnership, Advent Private Equity Fund III B LTD Partnership, Advent Private Equity...Emergent BioSolutions Inc. • February 17th, 2009 • Pharmaceutical preparations
Each of the undersigned hereby agree that the Schedule 13G to which this Agreement is attached as Exhibit 1 is filed on behalf of it pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Notwithstanding the foregoing, each of the undersigned disclaim beneficial ownership of the shares of the other, except to the extent of his or its pecuniary interest therein.
AMENDED AND RESTATED MARKETING AGREEMENTAmended and Restated Marketing Agreement • March 6th, 2009 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Michigan
This Amended and Restated Marketing Agreement (the "Agreement") is made effective as of the 5th day of November 2008 (the "Effective Date"), by and between Emergent BioDefense Operations Lansing Inc. (formerly known as BioPort Corporation), a Michigan corporation having offices at 3500 N. Martin Luther King, Jr., Blvd., Lansing Michigan 48906 ("Emergent") and Intergen N.V., a corporation of the Netherlands Antilles, its address being c/o Tarma Trust Management, Castorweg 22-24, Curacao, Netherlands Antilles ("Intergen") (Emergent and Intergen each a "Party" and collectively the "Parties").
DATED 13th December 1996 SLOUGH PROPERTIES LIMITED - to - AZUR ENVIRONMENTAL LIMITED LEASE Premises known as Winnersh 540 Winnersh Triangle Wokingham Berkshire Nabarro Nathanson 50 Stratton Street London WIX 6NX Tel: 0171 493 9933 JE/JUS/S2883/224/lms...Emergent BioSolutions Inc. • August 14th, 2006
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. BT VACCINE DEVELOPMENT AGREEMENTVaccine Development Agreement • August 14th, 2006 • Emergent BioSolutions Inc. • New York
THIS BT VACCINE DEVELOPMENT AGREEMENT (this “Agreement”), effective as of November 23, 2004, (the “Effective Date”), by and between Emergent BioSolutions, Inc., a corporation organized and existing under the laws of the State of Delaware (“Emergent”), and the Health Protection Agency, a governmental agency organized and existing under the laws of England (“HPA”) (each of Emergent and HPA, a “Party”).
February 17, 2011 Greg Siegrist President East West Resources Corporation 12001 Glen Road Potomac, MD 20854 Re: Services Agreement with Emergent BioSolutions Inc. Dear Mr. Siegrist:Services Agreement • February 23rd, 2011 • Emergent BioSolutions Inc. • Pharmaceutical preparations
Reference is made to that certain Services Agreement (the “Agreement”), dated as of August 1, 2006, by and between East West Resources Corporation (“EWR”) and Emergent BioSolutions Inc. (“Emergent”). In consideration of the mutual agreement of EWR and Emergent, the Agreement is hereby terminated effective as of December 30, 2010 (the “Termination Date”), and shall be of no further force or effect and no further payments shall be due thereunder from and after the Termination Date.
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • February 22nd, 2019 • Emergent BioSolutions Inc. • Pharmaceutical preparations
This Amendment No. 1 to License Agreement (this “Amendment”) is made as of December 13, 2016, by and among Opiant Pharmaceuticals Inc. (formerly known as Lightlake Therapeutics Inc.), a Nevada corporation (“Opiant”), and Adapt Pharma Operations Limited, an Irish limited company (“Adapt”). Opiant and Adapt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings given to them in the License Agreement (as defined below).
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 14th, 2006 • Emergent BioSolutions Inc. • Michigan
THIS AMENDED AND RESTATED LOAN AGREEMENT is made as of July 29th, 2005, by and between BIOPORT CORPORATION, a Michigan corporation, of Lansing, Michigan (“Borrower”), and FIFTH THIRD BANK, a Michigan banking corporation, of East Lansing, Michigan (“Lender”).
