HYPERION THERAPEUTICS, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2013 • Hyperion Therapeutics Inc • Pharmaceutical preparations • New York
Sales AgreementSales Agreement • August 14th, 2013 • Hyperion Therapeutics Inc • Pharmaceutical preparations • New York
Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ContractWarrant Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
OFFICE LEASE 601 GATEWAY BOULEVARD GATEWAY CENTER, LLC, a Delaware limited liability company, as Landlord, and HYPERION THERAPEUTICS, INC. a Delaware corporation, as Tenant.Office Lease • April 13th, 2012 • Hyperion Therapeutics Inc • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between GATEWAY CENTER, LLC, a Delaware limited liability company (“Landlord”), and HYPERION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
HYPERION THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 29th day of June, 2009, by and among Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
AGREEMENT AND PLAN OF MERGER among: HORIZON PHARMA, INC. a Delaware corporation, GHRIAN ACQUISITION INC., a Delaware corporation, and HYPERION THERAPEUTICS, INC., a Delaware corporation Dated as of March 29, 2015Merger Agreement • April 9th, 2015 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
This Certificate of Incorporation has been subscribed as of March 27, 2015 by the undersigned who affirms that the statements made herein are true and correct.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 30th, 2015 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 29, 2015, by and among Horizon Pharma, Inc., a Delaware corporation (“Parent”), Ghrian Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and (“Stockholder”).
HYPERION THERAPEUTICS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • April 13th, 2012 • Hyperion Therapeutics Inc
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Hyperion Therapeutics, Inc. (the “Company”) has granted you an option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
OFFICE LEASE by and between as Landlord and HYPERION THERAPEUTICS, INC., a Delaware corporation as Tenant Brisbane, California 94065 October 14, 2013Office Lease • October 16th, 2013 • Hyperion Therapeutics Inc • Pharmaceutical preparations • California
THIS LEASE is entered into as of October 14, 2013 (the “Effective Date”), by and between 2000 SIERRA POINT PARKWAY LLC, a Delaware limited liability company (“Landlord”), and HYPERION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
HYPERION THERAPEUTICS, INC.Incentive Stock Option Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations
Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $ per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2012 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of ____, 2012 between Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”). This Agreement will become effective only upon the effectiveness of the Company’s registration statement on Form S-1 in connection with the Company’s initial public offering. This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
HYPERION THERAPEUTICS, INC.Non-Qualified Option Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations
Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $ per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2012 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
September 7, 2007 Klara A. Dickinson [Address] Dear Klara:Employment Agreement • April 13th, 2012 • Hyperion Therapeutics Inc
Hyperion Therapeutics, Inc. (the “Company”) is pleased to an offer to join the Company as a full-time employee. This letter amends and restates in its entirety the previous conditional offer letter (“Conditional Offer Letter”). Your offer shall be on the following terms:
FIRST AMENDMENT TO LEASELease Agreement • March 7th, 2014 • Hyperion Therapeutics Inc • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made effective and entered into as of December 12, 2013, by and between 2000 SIERRA POINT PARKWAY LLC, a Delaware limited liability company (“Landlord”), and HYPERION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
November 12, 2009 Jeffrey Farrow [Address] Dear Jeff:Employment Agreement • April 13th, 2012 • Hyperion Therapeutics Inc
Hyperion Therapeutics, Inc. (the “Company”) is pleased to extend an offer to join the Company as a full-time employee based on the following terms:
HYPERION THERAPEUTICS, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
This Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made as of October 26, 2011 (the “Effective Date”) by and between Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
ContractOffice Lease • April 13th, 2012 • Hyperion Therapeutics Inc
This FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is made and entered into as of October 31, 2011 by and between GATEWAY CENTER, LLC, a Delaware limited liability company (“Landlord”), and HYPERION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CIC SEVERANCE AGREEMENTSeverance Agreement • March 4th, 2015 • Hyperion Therapeutics Inc • Pharmaceutical preparations • California
of 1974 (as amended), the federal Family and Medical Leave Act (as amended), the California Family Rights Act (as amended), the California Fair Employment and Housing Act (as amended), and the California Labor Code (as amended).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • December 4th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations
This SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is made and entered into as of December 1, 2012 (the “Effective Date”), by and between GATEWAY CENTER, LLC, a Delaware limited liability company (“Landlord”), and HYPERION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
HYPERION THERAPEUTICS, INC. RESTATED OMNIBUS AMENDMENT TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT DATED APRIL 1, 2011, CONVERTIBLE UNSECURED PROMISSORY NOTES DATED APRIL 1, 2011, MAY 2, 2011, MAY 4, 2011 AND MAY 10, 2011 AND WARRANTS TO...Convertible Note and Warrant Purchase Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • California
This Restated Omnibus Amendment (the “Amendment”) to the Convertible Note and Warrant Purchase Agreement dated April 1, 2011, the Convertible Unsecured Promissory Notes dated April 1, 2011, May 2, 2011, May 4, 2011 and May 10, 2011 and the Warrants to Purchase Shares of Common Stock, each dated April 1, 2011, May 2, 2011, May 4, 2011 and May 10, 2011 is made as of April [ ], 2012 (the “Effective Date”) by and among Hyperion Therapeutics, Inc., a Delaware company (the “Company”) and the other parties listed on the signature pages hereto (the “Prior Purchasers”). All capitalized terms set forth herein shall have the meanings given to such terms in the Prior Purchase Agreement, April/May 2011 Notes and April/May 2011 Warrants (each as defined below), unless otherwise defined herein.
COMPLETION OF PHASE III CLINICAL TRIAL, OPTION AND MUTUAL RELEASE AGREEMENTCompletion of Phase Iii Clinical Trial, Option and Mutual Release Agreement • May 6th, 2015 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of , 201[5] (the “Agreement Date”), by and among Hyperion Therapeutics, Inc., a Delaware corporation (“Parent”), Hyperion Therapeutics Israel Holding Corp. Ltd. an Israeli company and a wholly-owned subsidiary of Parent (“Company Shareholder”), Clal Biotechnology Industries Ltd. (the “Purchaser”), and Andromeda Biotech Ltd., an Israeli company (the “Company”).
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
DISTRIBUTION SERVICES AGREEMENTDistribution Services Agreement • February 20th, 2013 • Hyperion Therapeutics Inc • Pharmaceutical preparations • New York
This Distribution Services Agreement (this “Agreement”) dated as of February 14, 2013 (the “Effective Date”), is made by and between Hyperion Therapeutics, Inc. (the “Company”) and ASD Healthcare, a division of ASD Specialty Healthcare, Inc. (“Distributor”).
HYPERION THERAPEUTICS, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
This Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made as of April 1, 2011 (the “Effective Date”) by and between Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
HYPERION THERAPEUTICS, INC. Executive Employment AgreementExecutive Employment Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • California
This employment agreement (“Agreement”) dated and effective as of April 9, 2012 (the “Effective Date”) is between Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”) and Donald J. Santel, a resident of San Francisco, California (“Executive”).
ASSET PURCHASE AGREEMENT between UCYCLYD PHARMA, INC., and HYPERION THERAPEUTICS, INC. dated as of March 22, 2012Asset Purchase Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of March 22, 2012 (the “Signing Date”) is entered into among Ucyclyd Pharma, Inc., a Maryland corporation (“Seller”), Hyperion Therapeutics, Inc., a Delaware corporation (“Buyer”) and solely for the purposes set forth above its signature to this Agreement, Medicis Pharmaceutical Corporation, a Delaware corporation (“Medicis”).
SHARE PURCHASE AGREEMENT BY AND AMONG HYPERION THERAPEUTICS, INC., HYPERION THERAPEUTICS ISRAEL HOLDING CORP. LTD. ANDROMEDA BIOTECH LTD., AND CLAL BIOTECHNOLOGY INDUSTRIES LTD. April 23, 2014Share Purchase Agreement • August 8th, 2014 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
RESEARCH AND LICENCE AGREEMENT By and between: YEDA RESEARCH AND DEVELOPMENT COMPANY LTD.,Research and License Agreement • August 8th, 2014 • Hyperion Therapeutics Inc • Pharmaceutical preparations
September 7, 2007 Christine Nash [Address] Dear Christine:Employment Agreement • April 13th, 2012 • Hyperion Therapeutics Inc
Hyperion Therapeutics, Inc. (the “Company”) is pleased to an offer to join the Company as a full-time employee. This letter amends and restates in its entirety the previous conditional offer letter (“Conditional Offer Letter”). Your offer shall be on the following terms:
AGREEMENTResearch and Development • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Arizona
This Agreement (the “Agreement”) is entered into by and between Dr. Marshall L. Summar (“Dr. Summar”), an individual residing at ***, and Medicis Pharmaceutical Corporation (“Medicis”) a Delaware corporation having its principal place of business in Scottsdale, Arizona.
FIRST AMENDMENT TO DISTRIBUTION SERVICES AGREEMENTDistribution Services Agreement • November 12th, 2013 • Hyperion Therapeutics Inc • Pharmaceutical preparations
This First Amendment to Distribution Services Agreement (this “Amendment”) is between Hyperion Therapeutics, Inc. (the “Company”) and ASD Healthcare, a division of ASD Specialty Healthcare, Inc. (“Distributor”). This Amendment is effective as of June 1, 2013 (the “Amendment Effective Date”).
SETTLEMENT AGREEMENT AND FIRST AMENDMENT TO LICENSE AGREEMENTSettlement Agreement and First Amendment to License Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations
This Settlement Agreement and First Amendment to the License Agreement (“Settlement Agreement and First Amendment”), effective as of August 21, 2007, is entered into by and among Saul W. Brusilow, M.D., an individual (“Brusilow”) and Brusilow Enterprises, LLC, a Maryland limited liability company (“BEI”) (collectively, the “Licensors”), Ucyclyd Pharma, Inc., a subsidiary of Medicis Pharmaceutical Corporation to which the Agreement has been assigned by Medicis pursuant to Section 11.11 of the Agreement (“Licensee”) and Medicis Pharmaceutical Corporation (“Medicis”).
ContractWarrant Agreement • July 13th, 2012 • Hyperion Therapeutics Inc • 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 ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED COLLABORATION AGREEMENT by and between UCYCLYD PHARMA, INC. and HYPERION THERAPEUTICS, INC. Dated March 22, 2012Collaboration Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED COLLABORATION AGREEMENT is entered into this 22nd day of March 2012 (the “Effective Date”), by and between UCYCLYD PHARMA, INC., a Maryland corporation, with its principal place of business at 7720 N. Dobson Road, Scottsdale, Arizona, 85256 (hereinafter referred to as “Ucyclyd”) and HYPERION THERAPEUTICS, INC., a Delaware corporation, with its principal place of business at 601 Gateway Blvd., Suite 200, South San Francisco, CA 94080 (hereinafter referred to as “Hyperion”). Ucyclyd and Hyperion are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
HYPERION THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • April 13th, 2012 • Hyperion Therapeutics Inc • Delaware
THIS CERTIFIES THAT, for value received, KEELIN REEDS PARTNERS, with its principal office at 800 Menlo Ave., Suite 210, Menlo Park, California 94025, or assigns (the “Holder”), is entitled to subscribe for and purchase from HYPERION THERAPEUTICS, INC., a Delaware corporation, with its principal office at 601 Gateway Blvd., Suite 200, South San Francisco, CA 94080 (the “Company”) the Exercise Shares (as defined below) at the Exercise Price (as defined below). This Warrant is being issued pursuant to the terms of a Letter Agreement, dated March 6, 2007 by and among the Company and the Holder therewith (the “Letter Agreement”).
