REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2013 • Retrophin, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2013, between Retrophin, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT RETROPHIN, INC.Security Agreement • August 20th, 2013 • Retrophin, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Retrophin, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2013 • Desert Gateway, Inc. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2013, between Desert Gateway, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Travere Therapeutics, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • August 1st, 2024 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among TRAVERE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
7,812,500 Shares Travere Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2024 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
6,840,000 Shares RETROPHIN, INC. Common Stock, Par Value $0.0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York
TRAVERE THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • August 1st, 2024 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TRAVERE 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”).
TRAVERE THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • September 3rd, 2021 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TRAVERE 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”).
AMENDED & RESTATED OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • October 31st, 2024 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
Travere Therapeutics, 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 $0.0001 per share (the “Common Shares”) on the terms set forth in this amended and restated agreement (this “Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2013 • Retrophin, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2013, between Retrophin, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
TRAVERE THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • August 1st, 2024 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TRAVERE 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”).
COMMON STOCK PURCHASE WARRANT DESERT GATEWAY, INC.Securities Agreement • February 19th, 2013 • Desert Gateway, Inc. • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or his/her/its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Desert Gateway, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
TRAVERE THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • August 1st, 2024 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TRAVERE 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2013 • Desert Gateway, Inc. • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 14, 2013, between Desert Gateway, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 1st, 2018 • Retrophin, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of _________________, 20___, is made and entered into by and between RETROPHIN, INC., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
KILROY CENTRE DEL MAR OFFICE LEASEOffice Lease • August 6th, 2019 • Retrophin, Inc. • Pharmaceutical preparations • 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 KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and RETROPHIN, INC., a Delaware corporation ("Tenant").
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2023 • Travere Therapeutics, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as January 1, 2022 (the “Effective Date”) and is entered into by and between Travere Therapeutics, Inc., a Delaware corporation (hereinafter the “Company”), and Jula Inrig, M.D. (hereinafter “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2014 • Retrophin, Inc. • Pharmaceutical preparations • New York
This Employment Agreement dated as of May 29, 2014 (the “Agreement”), is made by and between Retrophin, Inc. (together with any successor thereto, the “Company”), a Delaware corporation, and Alvin Shih (the “Executive”) (collectively referred to as the “Parties”).
RETROPHIN, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 10, 2018 2.50% Convertible Senior Notes due 2025First Supplemental Indenture • September 10th, 2018 • Retrophin, Inc. • Pharmaceutical preparations • New York
THIS SUPPLEMENTAL INDENTURE, dated as of September 10, 2018 (the “Supplemental Indenture”), to the Indenture, dated as of September 10, 2018 (the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), between Retrophin, Inc., a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 9, 2015, by and between Retrophin, Inc., a Delaware corporation (“Retrophin” or “Seller”) and Turing Pharmaceuticals AG, a stock corporation organized under the laws of Switzerland (“Buyer”). Buyer and Seller may be referred to herein collectively as the “Parties” and individually as a “Party.”
Retrophin, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2018 • Retrophin, Inc. • Pharmaceutical preparations • New York
Retrophin, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) for whom Jefferies LLC (“Jefferies”) and Barclays Capital Inc. (“Barclays”) are acting as representatives (the “Representatives”) an aggregate principal amount, as set forth on a term sheet substantially in the form of Schedule C hereto (the “Pricing Term Sheet”), of its 2.50% Convertible Senior Notes due 2025 (the “Firm Securities”). The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional principal amount as set forth the Pricing Term Sheet, of its 2.50% Convertible Senior Notes due 2025 (the “Option Securities”). The Firm Securities and the Option Securities are hereinafter referred to collectively as the “Securities”. The Securities will be convertible into cash, shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), or a combinati
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TRAVERE THERAPEUTICS, INC.Warrant Agreement • March 1st, 2023 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the registered holder hereof or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time on or after the Issue Date, to subscribe for and purchase from Travere Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Pre-Funded Common Stock Purchase Warrants issued in connection with the transactions contemplated by (i) that certain Underwriting Agreement, dated as of February 28, 2023, by and between the Company and Jefferies LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and SVB Securities LLC, as the representative of th
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 3rd, 2023 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 10, 2015 (the “Effective Date”), by and between Retrophin, Inc., a Delaware corporation (“Retrophin” or “Buyer”)) and Asklepion Pharmaceuticals, LLC, a Delaware limited liability company (“Asklepion” or “Seller”). Buyer and Seller may be referred to herein collectively as the “Parties” and individually as a “Party.”
ASSET PURCHASE AGREEMENT BY AND BETWEEN SANOFI AND RETROPHIN, INC. May 22, 2015Asset Purchase Agreement • May 27th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2015 (the “Effective Date”), by and between SANOFI (“Buyer”) and RETROPHIN, INC. (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FIFTH AMENDMENT TO TRADEMARK...Trademark License and Supply Agreement • February 20th, 2024 • Travere Therapeutics, Inc. • Pharmaceutical preparations
This Fifth Amendment to Trademark License and Supply Agreement (“Fifth Amendment”), made effective September 30, 2020 (the “Fifth Amendment Effective Date”), amends the Trademark License and Supply Agreement dated May 28, 2014 by and between Mission Pharmacal Company (“Mission”) and Retrophin, Inc. (together with its affiliates, “Retrophin”) (such agreement as previously amended by the amendments listed in Exhibit A to this Fifth Amendment, the “Agreement”).
SUBLICENSE AGREEMENTSublicense Agreement • December 19th, 2012 • Desert Gateway, Inc. • Blank checks • New York
THIS SUBLICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of February 16, 2012 (the “Effective Date”) by and between Ligand Pharmaceuticals Incorporated, a corporation organized under the laws of Delaware and having a place of business at 11085 North Torrey Pines Road, Suite 300, La Jolla, CA, 92037 and its wholly owned subsidiary, Pharmacopeia, Inc. (as successor in interest to Pharmacopeia Drug Discovery Inc.) (“PCOP”), a limited liability company organized under the laws of Delaware and having a place of business at 11085 North Torrey Pines Road, Suite 300, La Jolla, CA, 92037 (collectively, Ligand Pharmaceuticals Incorporated and PCOP shall be known as “Ligand”) and Retrophin, LLC, a limited liability company organized under the laws of Delaware and having a place of business at 330 Madison Avenue, 6th Floor, New York, NY, 10017 (“Retrophin”). Ligand and Retrophin are each referred to herein by name or individually as a “Party” or collectively as the “Partie
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • December 5th, 2013 • Retrophin, Inc. • Pharmaceutical preparations
This Sponsored Research Agreement ("Agreement"), effective as of this 1st day of October 2013 ("Effective Date"), is entered into by and between St. Jude Children's Research Hospital, 262 Danny Thomas Place, Memphis, Tennessee 38105 ("St. Jude") and Retrophin, Inc., a Delaware Corporation located at 777 Third Avenue, 22nd Floor, New York, New York 10017 ("Sponsor" and collectively with St. Jude, the “Parties”),
Stock Purchase AgreementStock Purchase Agreement • January 7th, 2014 • Retrophin, Inc. • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT, dated as of December 23, 2013 (the “Agreement”), is by and among Retrophin, Inc., a Delaware corporation (“Buyer”), Kyalin Biosciences Inc., a Delaware corporation (the “Company”), and the parties set forth on the signature pages hereto (each a “Seller,” and collectively the “Sellers”).
Amendment No. 3 to Credit AgreementCredit Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York
This Amendment No. 3 (this “Amendment”) to that certain Credit Agreement, dated as of June 30, 2014 (as amended by Amendment No. 1 to the Credit Agreement dated as of July 16, 2014, Amendment No. 2 to the Credit Agreement dated as of November 13, 2014 and as otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among Retrophin, Inc., as borrower (the “Borrower”), the Lenders from time to time party thereto and U.S. Bank National Association, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), is dated as of January 12, 2015, by and among the Borrower, the Lenders constituting the Majority Lenders on the signature pages hereto, and the Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Existing Credit Agreement.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSET PURCHASE AGREEMENT by and...Asset Purchase Agreement • July 17th, 2023 • Travere Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is being entered into as of July 16, 2023, by and between TRAVERE THERAPEUTICS, INC., a Delaware corporation (“Seller”) and MIRUM PHARMACEUTICALS, INC., a Delaware corporation (“Purchaser”). Purchaser and Seller may be referred to in this Agreement as, each, a “Party” and collectively, the “Parties”.
AMENDMENT TWO TO THE THIRD AMENDMENT TO TRADEMARK LICENSE AND SUPPLY AGREEMENTTrademark License and Supply Agreement • February 27th, 2018 • Retrophin, Inc. • Pharmaceutical preparations
This Amendment Two to the Third Amendment to Trademark License and Supply Agreement dated November 3, 2017 (this “Amendment” and the “Effective Date”) amends the Third Amendment dated March 17, 2016 (as amended effective September 12, 2016 by the First Amendment to the Third Amendment, the “Third Amendment”) to the Trademark License and Supply Agreement by and between Mission Pharmacal Company (“Mission”) and Retrophin, Inc. (together with its affiliates, “Retrophin”) dated May 28, 2014 (“Agreement Effective Date”) (as amended by the amendments dated July 28, 2014 and September 30, 2015 and by the Third Amendment, the “Agreement”).
PURCHASE AGREEMENTPurchase Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of February 12, 2015 (the “Closing Date”), by and among Retrophin, Inc., a Delaware corporation (“Retrophin”) on behalf of itself and its Affiliates (as that term is defined below), including without limitation, Retrophin Therapeutics International, LLC, a Delaware limited liability company (“Retrophin Therapeutics”), and Manchester Pharmaceuticals LLC, a California limited liability company (“Manchester”), (collectively, the “Vecamyl Sellers”), on the one hand, and Waldun Pharmaceuticals, LLC, a Delaware limited liability company (“Waldun”), on the other hand. The Vecamyl Sellers and Waldun may sometimes be referred to herein collectively as the “Parties” and individually as a “Party.”
Re: Addendum to Trademark License and Supply Agreement dated May 28, 2014 Dear Stephen,Addendum to Trademark License and Supply Agreement • November 6th, 2015 • Retrophin, Inc. • Pharmaceutical preparations
As you are aware, Retrophin has requested that Mission Pharmacal build a significant safety stock of tiopronin, the active pharmaceutical ingredient (API) in THIOLA. The safety stock is requested to insure that there is no interruption in the supply of THIOLA and to prepare for a potential development project, whereby THIOLA may be reformulated. Due to the financial burden of purchasing such large quantities of tiopronin prior to firm production orders, Mission is requesting immediate reimbursement for the safety stock purchases.
Travere Therapeutics, Inc. San Diego, CA 92130Retirement and Transition Agreement • April 20th, 2022 • Travere Therapeutics, Inc. • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) sets forth our mutual understanding regarding your planned retirement as Chief Financial Officer of Travere Therapeutics, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2013 • Retrophin, Inc. • Pharmaceutical preparations
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of August 14, 2013 (this “Amendment”), to the Securities Purchase Agreement by and between Retrophin, Inc. (f/k/a Desert Gateway, Inc.), a Delaware corporation (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), dated as of February 12, 2013 (the “Agreement”).
