10,000,000 Shares Concert Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2022 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 1st, 2019 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).
CONCERT PHARMACEUTICALS, INC. 3,300,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2015 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Each of the undersigned, Roger Tung, President and Chief Executive Officer of Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Nancy Stuart, Chief Operating Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(i) of that certain Underwriting Agreement dated March 19, 2015 (the “Underwriting Agreement”) between the Company and, on behalf of the several Underwriters named therein, Wells Fargo Securities, LLC and JMP Securities LLC that as of [ ]
CONCERT PHARMACEUTICALS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIESIndenture • March 1st, 2018 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
(1)This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
ContractWarrant Agreement • June 12th, 2017 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
CONCERT PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Granted Under Amended and Restated 2006 Stock Option and Grant PlanNonstatutory Stock Option Agreement • November 6th, 2013 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
Date]Employment Agreement • February 27th, 2020 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
This agreement [revises/defines] the terms of your [continued] employment as __________ of Concert Pharmaceuticals, Inc. (the “Company” or “Concert” and, with you, the “Parties”) reporting to the Company’s Chief Executive Officer, effective as of __________ (the “Effective Date”). You agree to continue to perform the duties of your position and such other duties as the Board may reasonably assign to you from time to time.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 13th, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement, made and entered into this day of (“Agreement”), by and between Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (the [“Officer] [“Director”]; collectively with such [Officer’s] [Director’s] Affiliated Persons (as defined in Section 19(a) hereof), “Indemnitee” or “Indemnitees”):
CONCERT PHARMACEUTICALS, INC. LEDGEMONT DEVELOPMENT CENTER LEXINGTON, MALease Agreement • January 13th, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
CONCERT PHARMACEUTICALS, INC. Incentive Stock Option Agreement Granted Under Amended and Restated 2006 Stock Option and Grant PlanIncentive Stock Option Agreement • January 13th, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
ContractWarrant Agreement • January 13th, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUED UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THIS WARRANT.
Borrower intends to sell, license, or distribute in the future including any products or service offerings under development, collectively, together with all products, software, service offerings, technical data or technology that have been sold,...Loan and Security Agreement • June 12th, 2017 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
CONCERT PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2014 STOCK INCENTIVE PLANIncentive Stock Option Agreement • February 3rd, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2021 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 3, 2021, between Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
CONCERT PHARMACEUTICALS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2014 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • February 3rd, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • February 3rd, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
This DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into as of February 26, 2013 (the “Effective Date”) by and between CONCERT PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 99 Hayden Avenue, Suite 500, Lexington, MA 02421, USA (“Concert”), and JAZZ PHARMACEUTICALS IRELAND LIMITED, an Irish company, with its principal place of business at Fourth Floor, Connaught House, One Burlington Road, Dublin 4, Ireland (“Jazz”). Concert and Jazz are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Page ii Americas 92425100 Section 4.06 No Solicitation by Seller; Seller Board Recommendation ................................................ 24 Section 4.07 Preparation of the Proxy Statement; Seller Stockholders’ Meeting...Asset Purchase Agreement • March 6th, 2017 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • March 6th, 2023 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of March 6, 2023 (this “Agreement”), is entered into by and between Sun Pharmaceutical Holdings USA, Inc., a Delaware corporation (“SPH”), Sun Pharmaceutical Industries Ltd., an entity organized under the laws of India (“SPIL” and, together with SPH, “Parent”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Rights Agent”).
Pre-Funded Warrants to Purchase 1,800,000 Shares Concert Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2020 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Introductory. Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 4,752,420 shares of its common stock, par value $0.001 per share of the Company (the “Shares”) and (ii) pre-funded warrants to purchase up to 1,800,000 Shares at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants”). The Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 982,863 Shares as provided in Section 2. The additional Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” The Offered Shares and the Pre-Funded Warrants are herein referred to as the “Securities”. The Shares is
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • February 3rd, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
This Development and License Agreement (“Agreement”) dated as of this 28th of February, 2012 (“Effective Date”), is between Concert Pharmaceuticals, Inc., a Delaware corporation having offices located at 99 Hayden Avenue, Suite 500, Lexington, Massachusetts 02421, USA (“Concert”) and Avanir Pharmaceuticals, Inc., a Delaware corporation having offices located at 20 Enterprise, Suite 200, Aliso Viejo, California 92656, USA (“Avanir”). Each of Concert and Avanir may be referred to hereinafter individually as a “Party” and together as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 2nd, 2015 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS LOAN AND SECURITY AGREEMENT is made and dated as of December 22, 2011 and is entered into by and between CONCERT PHARMACEUTICALS, INC., a Delaware corporation, and each of its subsidiaries other than Concert Pharmaceuticals Securities Corporation, (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • May 11th, 2015 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This PATENT ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of September 8, 2011 (the “Effective Date”) by and between AUSPEX PHARMACEUTICALS, INC., a Delaware corporation with its registered office at 3366 North Torrey Pines Court, Suite 225, La Jolla, California, 92037 (“Auspex”), and CONCERT PHARMACEUTICALS, INC., a Delaware corporation, with its registered office at 99 Hayden Avenue, Suite 500, Lexington, MA 02421 (“Concert”). Auspex and Concert are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL ANDRoyalty Purchase Agreement • March 3rd, 2022 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Royalty Purchase Agreement is dated as of November 3, 2021 (this “Agreement”), by and among Concert Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively the “Buyers” and including the RA Buyer Representative in its capacity as such) and the BVF Buyer Representative (as defined below).
AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 5th, 2020 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (the “Agent”), that are parties to that certain Open Market Sale AgreementSM, dated March 1, 2019 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
Vertex and Concert Pharmaceuticals Complete Asset Purchase Agreement for CTP-656Asset Purchase Agreement • July 25th, 2017 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
Boston and Lexington, MA (July 25, 2017) - Vertex Pharmaceuticals Incorporated (NASDAQ: VRTX) and Concert Pharmaceuticals, Inc. (NASDAQ: CNCE) today announced the completion of their previously announced asset purchase agreement. Under the completed agreement, Vertex now has worldwide development and commercialization rights to CTP-656 and other assets related to the treatment of cystic fibrosis (CF). CTP-656 is an investigational cystic fibrosis transmembrane conductance regulator (CFTR) potentiator that has the potential to be used as part of future once-daily combination regimens of CFTR modulators that treat the underlying cause of cystic fibrosis. Concert received $160 million in cash upon closing and is eligible to receive up to $90 million in additional milestones based on regulatory approval in the U.S. and reimbursement in the U.K., Germany or France.
Concert Pharmaceuticals, Inc. Restricted Stock Unit Award Agreement Granted Under 2014 Stock Incentive PlanRestricted Stock Unit Award Agreement • July 10th, 2017 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement is made as of the date of your restricted stock unit grant set forth in the notice of restricted stock unit grant between Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and you, an employee of the Company (“Participant”).
AMENDMENT OF LEASELease • August 12th, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT OF LEASE is made as of this 6th day of August, 2014, by and between 128 SPRING STREET LEXINGTON, LLC (“Landlord”) and CONCERT PHARMACEUTICALS, INC. having a mailing address at 128 Spring Street, Lexington, Massachusetts 02421 (“Tenant”).
VIA HAND DELIVERY (Delivered as amended via electronic mail) October 2, 2013 (as amended October 8, 2013, October 14, 2013, and October 17, 2013) James E. ShipleySeverance Agreement • November 6th, 2013 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
MASTER DEVELOPMENT AND LICENSE AGREEMENT BETWEEN CONCERT PHARMACEUTICALS, INC., CELGENE INTERNATIONAL SÀRL, AND CELGENE CORPORATION FOR DEUTERATED PRODUCTS DATED AS OF APRIL 4, 2013Master Development and License Agreement • February 3rd, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Master Development and License Agreement (“Agreement”) dated as of this 4th day of April, 2013 (“Effective Date”), is between Concert Pharmaceuticals, Inc., a Delaware corporation having offices located at 99 Hayden Avenue, Suite 500, Lexington, Massachusetts 02421, USA (“Concert”), Celgene International Sàrl, a Swiss corporation located at Route de Perreux 1, 2017 Boudry, Switzerland (“CIS”), and Celgene Corporation, a Delaware corporation located at 86 Morris Avenue, Summit, New Jersey 07901, USA (“Celgene USA”). Each of Concert, CIS, and Celgene USA may be referred to hereinafter individually as a “Party” and together as the “Parties.”
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 12th, 2014 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is made and dated as of August 11, 2014, and is entered into by and between CONCERT PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement (defined below).
AMENDMENT NO. 1 TO DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • May 11th, 2015 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) is entered into as of February 26, 2015 (the “Effective Date”) and amend that DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) dated February 26, 2013 by and between CONCERT PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 99 Hayden Avenue, Suite 500, Lexington, MA 02421, USA (“Concert”), and JAZZ PHARMACEUTICALS IRELAND LIMITED, an Irish company, with its principal place of business at Fourth Floor, Connaught House, One Burlington Road, Dublin 4, Ireland (“Jazz”).
EMPLOYEE FAQS: SUN PHARMA-CONCERT MERGER AGREEMENT January 19, 2023Merger Agreement • January 19th, 2023 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
This document is intended to provide answers to many of the questions you may have about the proposed merger between Sun Pharma and Concert. Today’s announcement is just the first step in the process. While we may not have all the answers immediately, we are committed to being as transparent and timely as possible in our communications throughout this process.
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2013 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Third Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of June 1, 2009 by and among Concert Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and the persons and entities listed on signature pages hereto (the “Investors”) and amends and restates the Second Amended and Restated Registration Rights Agreement (the “Original Agreement”) dated as of April 25, 2008 by and among the Corporation and the persons and entities listed on the signature pages thereto (the “Prior Investors”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SUN PHARMACEUTICAL INDUSTRIES LTD., FOLIAGE MERGER SUB, INC. and CONCERT PHARMACEUTICALS, INC. Dated as of January 19, 2023Merger Agreement • January 19th, 2023 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 19, 2023, by and among: SUN PHARMACEUTICAL INDUSTRIES LTD., an entity organized under the laws of India (“Parent”); FOLIAGE MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”); and CONCERT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
VIA HAND DELIVERY March 1, 2017Employment Agreement • March 6th, 2017 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations
