Standard Contracts
Flexion Therapeutics, Inc. and _____________, As Warrant AgentPreferred Stock Warrant Agreement • September 11th, 2020 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [ ], between Flexion Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “Warrant Agent”).
Flexion Therapeutics, Inc. and _____________, As Warrant AgentCommon Stock Warrant Agreement • September 11th, 2020 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [ ], between Flexion Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “Warrant Agent”).
Flexion Therapeutics, Inc. 4,800,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • October 12th, 2017 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
Flexion Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of its common stock, $0.001 par value (“Common Stock”) set forth in Schedule I hereto opposite the heading “Number of Underwritten Securities to be sold by the Company” (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto opposite the heading “Number of Option Securities to be sold by the Company” (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the
INDEMNITY AGREEMENTIndemnification Agreement • September 9th, 2013 • Flexion Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between FLEXION THERAPEUTICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
Having an Aggregate Offering Price of up to Equity Distribution AgreementEquity Distribution Agreement • November 4th, 2020 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
Flexion Therapeutics, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Goldman, Sachs & Co. LLC (“Goldman”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) (each a “Manager” and, together, the “Managers”) as follows:
BURLINGTON, MASSACHUSETTS Lease Dated February 22, 2013Lease Agreement • January 8th, 2014 • Flexion Therapeutics Inc • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 10 Burlington Mall Road, Burlington, Massachusetts 01803.
FLEXION THERAPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DECEMBER 3, 2012Investor Rights Agreement • January 8th, 2014 • Flexion Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 3rd day of December, 2012, by and among FLEXION 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.”
FLEXION THERAPEUTICS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 2, 2017 3.375% Convertible Senior Notes due 2024Indenture • May 2nd, 2017 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
INDENTURE dated as of May 2, 2017 between Flexion Therapeutics, 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 organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AGREEMENT AND PLAN OF MERGER by and among: FLEXION THERAPEUTICS, INC., PACIRA BIOSCIENCES, INC., and OYSTER ACQUISITION COMPANY INC. Dated as of October 11, 2021Merger Agreement • October 12th, 2021 • Flexion Therapeutics Inc • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 11, 2021 (the “Agreement Date”), by and among Pacira BioSciences, Inc., a Delaware corporation (“Parent”), Oyster Acquisition Company Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Flexion Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.
OUT-LICENCE AGREEMENT by and between ASTRAZENECA AB and FLEXION THERAPEUTICS INC DATE: 3RD SEPTEMBER, 2010Out-Licence Agreement • January 29th, 2014 • Flexion Therapeutics Inc • Pharmaceutical preparations • England
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
TECHNICAL TRANSFER AND SERVICE AGREEMENTTechnical Transfer and Service Agreement • November 12th, 2021 • Flexion Therapeutics Inc • Pharmaceutical preparations
This TECHNICAL TRANSFER AND SERVICE AGREEMENT (this “Agreement”), dated as of July 31, 2015 (the “Effective Date”), is made by and between Flexion Therapeutics, Inc., a Delaware corporation having its principal place of business at 10 Mall Road, Suite 301, Burlington, Massachusetts, United States (“Flexion”), and Patheon UK Limited, a company incorporated in England and Wales having its principal place of business at Kingfisher Drive, Covingham, Swindon, SN35BZ, United Kingdom (“Patheon”). Flexion and Patheon are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Flexion Therapeutics, Inc.Employment Agreement • January 8th, 2014 • Flexion Therapeutics Inc • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Agreement”) sets forth the terms of your continued employment as Chief Medical Officer (“CMO”) of Flexion Therapeutics, Inc. (the “Company”). This Agreement will become effective upon your acceptance by executing this Agreement and returning the executed Agreement to me. As of its effective date this Agreement replaces and supersedes in its entirety the letter agreement between you and the Company dated November 15, 2007 (the “Prior Agreement”) except that the terms of your Proprietary Information and Inventions Agreement executed on January 7, 2010 shall continue to apply.
August 28, 2013 Mr. Arthur J. Fratamico Dear Art:Employment Agreement • January 8th, 2014 • Flexion Therapeutics Inc • Pharmaceutical preparations
This letter agreement (the “Agreement”) sets forth the terms of your continued employment with Flexion Therapeutics, Inc. (the “Company”), in the full time position of Chief Business Officer, reporting to Michael Clayman, Chief Executive Officer. This Agreement will become effective upon your execution below. As of its effective date this Agreement will replace and supersede in its entirety the letter agreement between you and the Company dated May 10, 2012 (the “Prior Agreement”), except that the terms of your Proprietary Information, Inventions, Non-Solicitation, and Non-Competition Agreement executed on May 27, 2012 shall continue to apply.
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 6th, 2019 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of August 2, 2019 (the “Closing Date”) by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a Revolving Line Lender and as a Term Loan Lender, MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as a Revolving Line Lender and as a Term Loan Lender (in such capacity and together with its successors and assigns, “MidCap Lender”), FLEXPOINT MCLS HOLDINGS, LLC, a Delaware limited liability company, as a Term Loan Lender (in such capacity and together its successors and assigns, “MidCap Term Loan Lender”, and together with MidCap Lender, “MidCap”) and each other Lender listed on Schedule 1 attached hereto and the other financial institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), and (c) FLEXION THERAPEUTICS, INC., a Delaware corporation (“Borrower”), provides th
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • November 9th, 2015 • Flexion Therapeutics Inc • Pharmaceutical preparations
This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) dated as of July 31, 2015 (the “Effective Date”) is made by and between Flexion Therapeutics, Inc., a Delaware corporation having its principal place of business at 10 Mall Road, Suite 301, Burlington, Massachusetts, United States (“Flexion”) and Patheon UK Limited, a company incorporated in England and Wales having its principal place of business at Kingfisher Drive, Covingham, Swindon, SN35BZ, United Kingdom (“Patheon”). Flexion, and Patheon are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
As of January 1, 2018Employment Agreement • March 8th, 2018 • Flexion Therapeutics Inc • Pharmaceutical preparations
We are pleased to offer you continued employment with Flexion Therapeutics, Inc. (the "Company"), as Chief Medical Officer, reporting to Michael Clayman. This letter agreement (the “Agreement”) replaces and supersedes the offer letter between you and the Company dated April 13, 2016.
SIXTH AMENDMENT OF LEASELease Agreement • May 5th, 2017 • Flexion Therapeutics Inc • Pharmaceutical preparations
AGREEMENT (“Sixth Amendment”) made this 21st day of September, 2016 by and between CIP II/RJK 10-20 BMR Owner, LLC, 55 Cambridge Street, Burlington, Massachusetts 01803 (hereinafter referred to as “Landlord”) and Flexion Therapeutics, Inc. (hereinafter referred to as “Tenant”).
EXCLUSIVITY AGREEMENTExclusivity Agreement • October 22nd, 2021 • Flexion Therapeutics Inc • Pharmaceutical preparations • Delaware
This Exclusivity Agreement (this “Agreement”) is made as of September 25, 2021, between Pacira BioSciences, Inc. (“Pacira”) and Flexion Therapeutics, Inc. (the “Company”, and together with Pacira, the “Parties”).
Flexion Therapeutics, Inc. 9,230,770 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 21st, 2020 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
Flexion Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,230,770 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,384,615 additional shares (the “Optional Shares”) of the Company’s common stock, $0.001 par value per share (“Stock”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
December 3, 2012 AstraZeneca AB SE-431 83 Mölndal Sweden Re: Out-License Agreement by and between AstraZeneca AB (“AstraZeneca”) and Flexion Therapeutics AG (“Flexion”) effective June 12, 2009 (the “Agreement”) Dear Sirs,Out-License Agreement • January 8th, 2014 • Flexion Therapeutics Inc • Pharmaceutical preparations
This letter sets forth our mutual understanding and certain amendments to the Agreement with respect to Licensed Products and Compounds (the compound known as FX005 ([…***…])). Capitalized terms used herein and not otherwise defined shall be given the meaning in the Agreement. In consideration of the rights and covenants of the Parties the sufficiency of which is acknowledged, Flexion and AstraZeneca agree as follows:
SUPPLY AGREEMENTSupply Agreement • August 4th, 2021 • Flexion Therapeutics Inc • Pharmaceutical preparations • New Jersey
This Supply Agreement (“Agreement”) is made effective as of the 1st day of July, 2016 (the “Effective Date”) by and between Evonik Corporation, an Alabama Corporation with its principal place of business at 299 Jefferson Road, Parsippany, New Jersey 07054 and with a facility at 750 Lakeshore Parkway, Birmingham, Alabama 35211 (hereinafter referred to as “Supplier”) and Flexion Therapeutics, Inc. with its principal place of business at 10 Mall Road, Suite 301, Burlington, Massachusetts 01803 (hereinafter referred to as “Purchaser”). Supplier and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EIGHTH AMENDMENT TO LEASELease • August 6th, 2019 • Flexion Therapeutics Inc • Pharmaceutical preparations
THIS EIGHTH AMENDMENT TO LEASE (this “Eighth Amendment”), dated as of June 21, 2019 (the “Effective Date”), is made and entered into by and between CIP II/RJK 10-20 BMR OWNER LLC, a Delaware limited liability company (successor landlord pursuant to an Assignment and Assumption Agreement dated as of December 20, 2013) (“Landlord”), and FLEXION THERAPEUTICS, INC., a Delaware corporation (“Tenant”), with Landlord and Tenant sometimes hereinafter referred to collectively as “Parties.”
FIRST AMENDMENT OF LEASELease Agreement • November 9th, 2015 • Flexion Therapeutics Inc • Pharmaceutical preparations
AGREEMENT (“First Amendment”) made this 13 day of July, 2015 by and between CIP II/RJK 10-20 BMR Owner, LLC, 55 Cambridge Street, Burlington, Massachusetts 01803 (hereinafter referred to as “Landlord”) and Flexion Therapeutics, Inc. (hereinafter referred to as “Tenant”).
FLEXION THERAPEUTICS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 19, 2021First Supplemental Indenture • November 19th, 2021 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2021 (this “Supplemental Indenture”), between Flexion Therapeutics, Inc., a Delaware corporation (the “Company”), as issuer, and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), to the Indenture, dated as of May 2, 2017 (as supplemented or otherwise modified prior to the date hereof, the “Indenture”), between the Company and the Trustee.
AMENDMENT AGREEMENT First Amendment to the Technical Transfer and Service AgreementTechnical Transfer and Service Agreement • August 6th, 2019 • Flexion Therapeutics Inc • Pharmaceutical preparations
This Amendment Agreement (this “Amendment Agreement”) is between Flexion Therapeutics, Inc., having its principal office at 10 Mall Road, Burlington MA, USA (“Flexion”) and Patheon UK Limited, having a principal place of business at Kingfisher Drive, Covingham, Swindon, Wiltshire SN35BZ, United Kingdom (“Patheon”) (collectively, “Parties”; individually, “Party”). This Amendment Agreement is dated 8 May 2019 (the “Amendment Effective Date”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 11th, 2016 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of July 25, 2014 (the “Effective Date”), by and between FLEXION THERAPEUTICS, INC., a Delaware corporation having a principal place of business at 10 Mall Road, Suite 301, Burlington, Massachusetts 01803 (“Flexion”) and SOUTHWEST RESEARCH INSTITUTE, a Texas nonprofit corporation having a principal place of business at 6220 Culebra Road, San Antonio, Texas 78238 (“SwRI”). Flexion and SwRI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Flexion TherapeuticsEmployment Agreement • August 8th, 2017 • Flexion Therapeutics Inc • Pharmaceutical preparations
AMENDMENT AGREEMENT First Amendment to the Manufacturing and Supply AgreementManufacturing and Supply Agreement • August 6th, 2019 • Flexion Therapeutics Inc • Pharmaceutical preparations
This Amendment Agreement (this “Amendment Agreement”) is between Flexion Therapeutics, Inc., having its principal office at 10 Mall Road, Burlington MA, USA (“Flexion”) and Patheon UK Limited, having a principal place of business at Kingfisher Drive, Covingham, Swindon, Wiltshire SN35BZ, United Kingdom (“Patheon”) (collectively, “Parties”; individually, “Party”). This Amendment Agreement is dated 8 May 2019 (the “Amendment Effective Date”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 4th, 2021 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is dated as of July 30 2021, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a Revolving Line Lender and as a 2021 Term Loan Lender, MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as a Revolving Line Lender (in such capacity and together with its successors and assigns, “MidCap Lender”), and MIDCAP FINANCIAL TRUST, a Delaware statutory trust, and MIDCAP FUNDING XIII TRUST, a Delaware statutory trust (“MidCap XIII”), each as a 2021 Term Loan Lender (in such capacity and together its successors and assigns, collectively the “MidCap Term Loan Lender”, and together with MidCap Lender, “MidCap”) and each other Lender listed on Schedule 1 attached hereto and the other financial institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), (c) MidCap XIII, EL
To License Agreement BetweenLicense Agreement • March 10th, 2017 • Flexion Therapeutics Inc • Pharmaceutical preparations • New York
THIS GENERAL ASSIGNMENT AGREEMENT (“Agreement”) by and between SOUTHWEST RESEARCH INSTITUTE®, located at 6220 Culebra Road, San Antonio, Texas 78238 (“SwRI®”), and FLEXION THERAPEUTICS, INC., located at 10 Mall Road, Suite 301, Burlington, Massachusetts 01803 (“Flexion”).
May 3, 2021 Scott Kelley, M.D. Re: Severance Agreement Dear Scott:Severance Agreement • August 4th, 2021 • Flexion Therapeutics Inc • Pharmaceutical preparations • Massachusetts
This letter confirms the terms and provisions of a severance agreement (the “Agreement”) between you and Flexion Therapeutics, Inc. (the “Company”) related to your termination for “Good Reason,” effectuated in accordance with the Letter Agreement between you and the Company dated “as of January 1, 2018” (the “Letter Agreement”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 12th, 2014 • Flexion Therapeutics Inc • Pharmaceutical preparations
This First Amendment (hereinafter called the “First Amendment”) to the License Agreement, as defined below, entered into as of the 17 day of March, 2014 (hereinafter called “First Amendment Execution Date”) is by and between AstraZeneca AB, a Swedish corporation having its principal place of business at Västra Mälarehamnen 9, Södertälje, SE-151 85, Sweden (“AstraZeneca”), and Flexion Therapeutics, Inc., a corporation organized under the laws of the State of Delaware and having a principal place of business at 10 Mall Road Suite 301, Burlington Massachusetts 01803 (“Flexion”). AstraZeneca and Flexion are hereinafter referred to each as a “Party” and collectively as the “Parties.”
Re:Separation AgreementSeparation Agreement • March 12th, 2020 • Flexion Therapeutics Inc • Pharmaceutical preparations • Massachusetts
This letter sets forth the substance of the separation agreement (the “Agreement”) that Flexion Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. Please note that, in order to be eligible for the severance pay and benefits provided below, you must (i) remain employed with the Company until January 3, 2020 and (ii) sign this Agreement no sooner than January 3, 2020 and no later than January 6, 2020.
MANUFACTURING AND SUPPLY AGREEMENTManufacturing Agreement • November 12th, 2021 • Flexion Therapeutics Inc • Pharmaceutical preparations
This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) dated as of July 31, 2015 (the “Effective Date”) is made by and between Flexion Therapeutics, Inc., a Delaware corporation having its principal place of business at 10 Mall Road, Suite 301, Burlington, Massachusetts, United States (“Flexion”) and Patheon UK Limited, a company incorporated in England and Wales having its principal place of business at Kingfisher Drive, Covingham, Swindon, SN35BZ, United Kingdom (“Patheon”). Flexion, and Patheon are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A...Manufacturing and Supply Agreement • May 7th, 2020 • Flexion Therapeutics Inc • Pharmaceutical preparations
Reference is hereby made to the Manufacturing and Supply Agreement by and between Flexion and Patheon effective as of 31 July 2015, as amended by the First Amendment Agreement dated 8 May 2019 and by the Second Amendment Agreement dated 17 June 2019 (together, the “Manufacturing and Supply Agreement”), pursuant to which Patheon provides manufacturing services for Flexion’s FX006 drug product (ZILRETTA) (an extended-release formulation of triamcinolone acetonide) (the “Product”).
