EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
EMPLOYMENT AGREEMENT by and between Ikaria Holdings, Inc., a Delaware corporation (the “Company”), and Douglas Greene, M.D. (the “Executive”), dated as of the 31st day of May, 2010 (this “Agreement”).
Ikaria, Inc. Common Stock ($[ ] par value per share) Underwriting AgreementUnderwriting Agreement • October 27th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New York
Ikaria, Inc., 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”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Common Stock, par value $[ ] per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT BY AND AMONG IKARIA DEVELOPMENT SUBSIDIARY ONE LLC AND BIOLINERX LTD. AND BIOLINE INNOVATIONS JERUSALEM L.P.License and Commercialization Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New York
This Amended and Restated License and Commercialization Agreement (the “Agreement”) is entered into this 26th day of August, 2009, by and among Ikaria Development Subsidiary One LLC, a Delaware limited liability company having a principal place of business at 6 State Route 173, Clinton, NJ 08809, USA (“Ikaria”), BioLineRx Ltd., a corporation organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLineRx Ltd.”), and BioLine Innovations Jerusalem L.P., a limited partnership organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLine Innovations”; together with BioLineRx Ltd., “BioLineRx”).
AMENDED AND RESTATED] INDEMNIFICATION AGREEMENTIndemnification Agreement • October 22nd, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
This [Amended and Restated] Indemnification Agreement made and entered into this day of , (the “Agreement”), by and between Ikaria, Inc. (f/k/a Ikaria Holdings, Inc.), a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):
LEASE between CROWN PERRYVILLE, LLC, a Delaware limited liability company as Landlord, and INO THERAPEUTICS LLC, a Delaware limited liability company as Tenant Dated: July 9, 2008 Perryville III at Perryville Corporate Park 53 Frontage Road Portion of...Lease Agreement • October 27th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
IKARIA, INC. Restricted Stock Unit Agreement (Time Vested) Amended and Restated 2010 Long Term Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • October 27th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Ikaria, Inc. (the “Company”), a Delaware corporation, and the Participant.
ContractCommon Stockholders Agreement • October 22nd, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New York
COMMON STOCKHOLDERS AGREEMENT, dated as of February 22, 2007, among Ikaria Holdings, Inc., a Delaware corporation, and each of the Persons listed on the signature pages hereto under the heading “Stockholder” (each, a “Stockholder”, and collectively, the “Stockholders”), and such other Persons who are signatories hereto on the date hereof or who will become signatories hereto from time to time as provided for herein.
Confidential Materials omitted and filed separately with theSale and Purchase Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New York
SALE AND PURCHASE AGREEMENT (INO BUSINESS) dated as of July 20, 1998 among INO HOLDINGS LLC, a Delaware limited liability company (the “Seller”), AGA GAS, INC, an Ohio corporation (“AGA”), and INOCO, INC., a Delaware corporation (“INOCO”); and for the purposes of Sections 5.9, 5.13 and 11.11, AGA AB; and for the purposes of Sections 5.13 and 11.11, BECTON, DICKINSON and COMPANY (“BECTON”), and INSTRUMENTARIUM CORPORATION (“INSTRUMENTARIUM”).
SUPPLY AGREEMENTSupply Agreement • October 22nd, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
This Supply Agreement (“this Agreement”), effective as of September 15th, 1999 (the “Effective Date”) is entered into by SCOTT MEDICAL PRODUCTS, INC. (“Scott”), located at 6141 Easton Road, Plumsteadville, Pennsylvania 18949-0310, and AGA AB (“AGA”), located at 181 81 Lidingö, Sweden (Scott and AGA to be collectively referred to herein as the “Parties”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. DISTRIBUTION AGREEMENT BETWEEN INO THERAPEUTICS LLC AND AGA S.A.Distribution Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
THIS DISTRIBUTION AGREEMENT (this “Agreement”), effective as of the 30 day of March 2005 (the “Effective Date”), is made by and between INO THERAPEUTICS LLC, a Delaware limited liability corporation having its principal place of business at 6 Route 173, Clinton, New Jersey, 08809, U.S.A. (hereinafter called “INO-T”), and AGA S.A., a Chilean corporation having its offices at Paseo Presidente Errazuriz 2631-5, Santiago, Chile (hereafter called “AGA”). INO-T and AGA are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND BETWEEN ORPHAN THERAPEUTICS, LLC and IKARIA THERAPEUTICS LLC (f/k/a OSLO ACQUISITION SUBSIDIARY LLC) Dated as of March 29, 2010Asset Purchase Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
This Amended and Restated Asset Purchase Agreement (this “Agreement”) is entered into as of March 29, 2010 (the “Effective Date”) between Orphan Therapeutics, LLC, a New Jersey limited liability company (“Seller”) and Ikaria Therapeutics LLC (f/k/a Oslo Acquisition Subsidiary LLC), a Delaware limited liability company (“Buyer”).
AMENDED AND RESTATED INVESTOR STOCKHOLDERS AGREEMENT by and among IKARIA, INC., NEW MOUNTAIN PARTNERS II, L.P., NEW MOUNTAIN AFFILIATED INVESTORS II, L.P., ALLEGHENY NEW MOUNTAIN PARTNERS, L.P., ARCH VENTURE FUND VI, L.P., VENROCK PARTNERS, L.P.,...Investor Stockholders Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED INVESTOR STOCKHOLDERS AGREEMENT, dated as of September 9, 2010, by and among (i) Ikaria, Inc. (formerly Ikaria Holdings, Inc.), a Delaware corporation, (ii) New Mountain Partners II, L.P., a Delaware limited partnership, New Mountain Affiliated Investors II, L.P., a Delaware limited partnership, and Allegheny New Mountain Partners, L.P., a Delaware limited partnership, (iii) ARCH Venture Fund VI, L.P., a Delaware limited partnership (“ARCH”), (iv) Venrock Partners, L.P., a Delaware limited partnership, Venrock Associates IV, L.P., a Delaware limited partnership, and Venrock Entrepreneurs Fund IV, L.P., a Delaware limited partnership (collectively, “Venrock”), (v) 5AM Ventures LLC, a Delaware limited liability company, 5AM Co-Investors LLC, a Delaware limited liability company, and Aravis Venture I L.P, a Cayman Islands limited partnership (collectively, “5AM”), (vi) Black Point Group, LP, a Delaware limited partnership (“Black Point”), (vii) Linde North America, In
GUARANTEE AND COLLATERAL AGREEMENT dated as of May 14, 2010, amongGuarantee and Collateral Agreement • August 18th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of May 14, 2010 (this “Agreement”), among IKARIA ACQUISITION INC., a Delaware corporation (the “Borrower”), IKARIA, INC., a Delaware corporation (“Holdings”), the Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), as collateral agent (in such capacity, the “Collateral Agent”).
IKARIA, INC. Director Deferred Stock Unit Agreement Amended and Restated 2010 Long Term Incentive Plan NOTICE OF GRANTDirector Deferred Stock Unit Agreement • October 22nd, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
This Deferred Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Ikaria, Inc. (the “Company”), a Delaware corporation, and the Participant.
PURCHASE AND ASSIGNMENT AGREEMENT BETWEEN INO THERAPEUTICS LLC (as Buyer) and DATEX-OHMEDA, INC. (as Seller) Dated as of June 27, 2008Purchase and Assignment Agreement • May 13th, 2010 • Ikaria, Inc. • New York
AGREEMENT dated as of June 27, 2008 (the “Effective Date”), between INO Therapeutics LLC, a Delaware limited liability company (“Buyer”) and Datex-Ohmeda, Inc., a Delaware corporation (including its successors and assigns, “Seller”, and Buyer and Seller are each a “Party” to this Agreement). In addition, General Electric Company, a New York corporation (“GE”) is party to this Agreement solely for the purposes of Section 7.12 hereof.
IKARIA, INC. Stock Option Agreement Amended and Restated 2010 Long Term Incentive PlanStock Option Agreement • August 18th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Agreement (this “Agreement”) is made between Ikaria, Inc. (the “Company”), a Delaware corporation, and the Participant.
LEASE AGREEMENTLease Agreement • May 13th, 2010 • Ikaria, Inc.
This LEASE AGREEMENT, made this 28th day of February, 2000, by and between PREMIERE DEVELOPMENT L.L.C., a New Jersey Limited Liability Company having its principal place of business at P.O. Box 5301, Clinton, NJ 08809 (hereinafter “Landlord”), and INO THERAPEUTICS, INC., a Delaware Corporation having its principal office at 54 Old Highway 22, Clinton, NJ 08809 (hereinafter “Tenant”).
SEPARATION AGREEMENTSeparation Agreement • May 13th, 2010 • Ikaria, Inc.
This Agreement is between Ikaria Holdings, Inc. and its subsidiaries (referred to in this Agreement as “Ikaria”) and Elizabeth A. Larkin of (referred to in this Agreement as “Ms. Larkin”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2010 • Ikaria, Inc. • Delaware
This Agreement made and entered into this day of , (the “Agreement”), by and between Ikaria Holdings, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):
MARCH 28, 2007 INO THERAPEUTICS LLC AGA ABCommercial Agreement • May 13th, 2010 • Ikaria, Inc. • New York
This COMMERCIAL AGREEMENT (this Agreement), dated as of March 28, 2007, by and among INO THERAPEUTICS LLC, a Delaware limited liability company, having its principal place of business at 6 Route 173, Clinton, New Jersey, 08809, U.S.A. (INO-T), IKARIA HOLDINGS, INC., a Delaware corporation (Holdco), and AGA AB, a Swedish aktiebloag, having its principal place of business at SE-181 81 Lidingö, Sweden (AGA).
MGH PARTIAL ASSIGNMENT AGREEMENTPartial Assignment Agreement • May 13th, 2010 • Ikaria, Inc. • Massachusetts
This ASSIGNMENT AGREEMENT (this Agreement), dated as of March 28, 2007, by and between AGA AB, a Swedish aktiebolag and subsidiary of Linde AG, having an office at Agavägen 1, 181 81 Lindingö, Sweden (the Assignor), and INO THERAPEUTICS LLC, a Delaware limited liability company, having an office at 6 Route 173, Clinton, New Jersey 08809, USA (the Assignee).
LICENSE AGREEMENTLicense Agreement • May 13th, 2010 • Ikaria, Inc. • Washington
This License Agreement (the “Agreement”) effective as of this 21st day of April, 2005, between Fred Hutchinson Cancer Research Center, a research institution organized as a nonprofit corporation under the laws of the state of Washington, having its principal offices at 1100 Fairview Avenue North, Seattle, Washington 98109 (“FHCRC”) and Ikaria Inc., a Delaware corporation, with principal offices currently at 1100 Fairview Avenue North, Seattle, Washington 98109 (“Company”).
LICENSE AGREEMENT BY AND AMONG IKARIA DEVELOPMENT SUBSIDIARY TWO LLC AND FIBREX MEDICAL, INC. AND FIBREX MEDICAL RESEARCH & DEVELOPMENT GESMBH DATED AS OF JULY 17, 2009License Agreement • May 13th, 2010 • Ikaria, Inc. • New York
This License Agreement (the “Agreement”) is entered into this 17th day of July, 2009 (the “Effective Date”), by and among Ikaria Development Subsidiary Two LLC, a Delaware limited liability company having a principal place of business at 6 State Route 173, Clinton, NJ 08809, USA (“Ikaria”), Fibrex Medical, Inc., a Delaware corporation having a principal place of business at 245 First Street, Suite 1800, Cambridge, MA 02142 (“Fibrex Medical”), and Fibrex Medical Research & Development GesmbH, a corporation organized and existing under the laws of the Republic of Austria, having a principal place of business at Gastgebgasse 5-13, A-1230 Vienna, Austria (“Fibrex Medical R&D”; together with Fibrex Medical, “Fibrex”).
TRANSITION AGREEMENTTransition Agreement • August 18th, 2010 • Ikaria, Inc. • Pharmaceutical preparations
This Agreement is between Ikaria, Inc. and its subsidiaries (referred to in this Agreement as “Ikaria”) and Dr. Ralf Rosskamp (referred to in this Agreement as “Dr. Rosskamp”).
SECOND RESTATED WARRANT TO PURCHASE STOCK (As restated on March 28, 2007 and as further amended and restated on [·], 2010)Warrant Agreement • October 27th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SVB FINANCIAL GROUP (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of Ikaria, Inc. (the “Company”) at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant (the “Old Warrant”) was originally issued to Silicon Valley Bank by Ikaria Research, Inc. (formerly, Ikaria, Inc.) (“Oldco”) in connection with the Loan and Security Agreement dated as of the Issue Date between Silicon Valley Bank and the Company (the “Loan Agreement”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 13th, 2010 • Ikaria, Inc. • New York
STOCK PURCHASE AGREEMENT, dated as of [·], 2007 (the “Agreement”), by and between Ikaria Holdings, Inc., a Delware corporation (the “Company”), and [·] (“Purchaser”).
LEASE AGREEMENT By and Between Dairy Drive, LLC, as Landlord and INO Therapeutics LLC, as TenantLease Agreement • May 13th, 2010 • Ikaria, Inc. • Wisconsin
Dated as of February 22, 2007 LINDE GAS INC. LINDE AG IKARIA HOLDINGS, INC. IKARIA ACQUISITION INC. IKARIA, INC.Sale and Purchase Agreement • May 13th, 2010 • Ikaria, Inc. • New York
This SALE AND PURCHASE AGREEMENT (this Agreement), dated as of February 22, 2007, by and among LINDE GAS INC., a Delaware corporation (Seller); LINDE AG, a German Aktiengesellschaft (Seller Guarantor); IKARIA HOLDINGS, INC., a Delaware corporation (Holdco); IKARIA ACQUISITION INC., a Delaware corporation and a wholly-owned Subsidiary of Holdco (Purchaser); and IKARIA, INC., a Delaware corporation (Ikaria).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • September 3rd, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is effective as of April 19, 2010 (the “Effective Date”), by and between Ikaria Holdings, Inc., a Delaware corporation having an office at 6 Route 173, Clinton, NJ 08809 (“Company”), and the party indicated below (“Consultant”).
AMENDED LICENSE AGREEMENTLicense Agreement • May 13th, 2010 • Ikaria, Inc. • Massachusetts
This Agreement, by and between THE GENERAL HOSPITAL CORPORATION, a not-for-profit corporation doing business as Massachusetts General Hospital, having a place of business at Fruit Street, Boston, Massachusetts 02114 (“GENERAL”) and AGA AB, a corporation organized under the laws of Sweden and having its place of business at 181 81 Lidingö, Sweden (“AGA”), replaces the license agreement between GENERAL and Anaquest, Inc., the predecessor corporation of OHMEDA Pharmaceutical Products Division Inc, , dated November 1, 1992, as well as the previous amendment thereto by the letter agreement dated April 30, 1993 (the “Prior Agreements”). The Prior Agreements were assigned to AGA in connection with AGA’s purchase of former Ohmeda’s nitric oxide business on July 20 1998.AGAand GENERAL are individually referred to as “a Party” and collectively as “the Parties”.
Logistics Services AgreementLogistics Services Agreement • August 18th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
This Logistics Services Agreement is made this 31st day of March, 2004, by and between AGA Linde HealthCare, Institutional Division, a corporation, with a usual place of business at 420 Calaf Street, Hato Rey, Puerto Rico 00919 (“ALH”) and INO Therapeutics, LLC, a Delaware corporation with a usual place of business at 6 Route 173, Clinton, New Jersey 08809 (“INO-T”) (“Med One” and “INO-T”, sometimes each a “Party” or collectively, the “Parties”).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • May 13th, 2010 • Ikaria, Inc. • New York
THIS TRANSITIONAL SERVICES AGREEMENT (this Agreement), dated as of March 28, 2007, by and between Linde Gas Inc., a Delaware corporation (Linde) and INO Therapeutics LLC, a Delaware limited liability company (the Service Recipient and together with Linde, the Parties).
Form of Management Rights LetterManagement Rights Letter • May 13th, 2010 • Ikaria, Inc.
This letter will confirm our agreement that, in connection with your investment in Ikaria Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Preferred Stock Purchase Agreement, dated as of February [·], 2007, by and among the Company, [·], a [·] (“Investor”), and the other purchasers of certain securities of the Company (as such agreement may be amended from time to time, the “Preferred Stock Purchase Agreement”), Investor will be entitled to the following contractual management rights relating to the Company (collectively, the “Management Rights”).
IKARIA, INC. Restricted Stock Unit Agreement (Performance Vested) Amended and Restated 2010 Long Term Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement (Performance Vested) • August 18th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Ikaria, Inc. (the “Company”), a Delaware corporation, and the Participant.
RESTATED WARRANT TO PURCHASE STOCK (As restated on March 28, 2007)Warrant Agreement • May 13th, 2010 • Ikaria, Inc. • Delaware
This Restated Warrant to Purchase Stock was issued on the Reissue Date pursuant to Section 1.6.2(D) of the Old Warrant in connection with the closing of the merger contemplated by that certain Agreement and Plan of Merger dated as of the Reissue Date by and among the Company, Oldco and Ikaria Merger Sub Inc. The Company and Holder agree that this Restated Warrant shall supersede and cancel the Old Warrant in all respects.
