Melinta Therapeutics, Inc. 22,000,000 Shares of Common Stock Underwriting AgreementMelinta Therapeutics, Inc. /New/ • May 29th, 2018 • Pharmaceutical preparations • New York
Melinta Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 22,000,000 shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 2,640,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
4,166,667 Shares CEMPRA, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2016 • Cempra, Inc. • Pharmaceutical preparations • New York
CEMPRA, INC. SALES AGREEMENTSales Agreement • May 6th, 2016 • Cempra, Inc. • Pharmaceutical preparations • New York
7,250,000 Shares Cempra, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2013 • Cempra, Inc. • Pharmaceutical preparations • New York
Number of Firm Shares] Shares CEMPRA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2011 • Cempra Holdings, LLC • Pharmaceutical preparations • New York
Cempra, Inc., a Delaware corporation (f/k/a Cempra Holdings, LLC, the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.” As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve out of the Firm Shares set forth opposite their respective names on Schedule 1 to this Agreement, up to [ ] Firm Shares for sale to certain existing stockholders
5,250,000 Shares CEMPRA, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTCempra, Inc. • January 8th, 2015 • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2012 • Cempra, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 18, 2012, by and among Cempra, Inc., a Delaware corporation, with its principal offices at 6340 Quadrangle Drive, Suite 100, Chapel Hill, North Carolina 27517 (the “Company”), and the investors (individually, a “Buyer” and collectively, the “Buyers”) listed on the Schedule of Buyers attached hereto (the “Schedule of Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2018 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 5, 2018, by and among Melinta Therapeutics, Inc., a Delaware corporation (the “Company”), and Deerfield Private Design Fund IV, L.P., Deerfield Private Design Fund III, L.P. and Deerfield Special Situations Fund, L.P. (each individually, a “Lender” and together, the “Lenders”).
EMPLOYEE NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENTNondisclosure and Developments Agreement • March 14th, 2018 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • Delaware
This Employee Noncompetition, Nondisclosure and Developments Agreement (the “Agreement”) is entered into as of February 16, 2016 (the “Effective Date”) by and between John Temperato the undersigned employee and Melinta Therapeutics, Inc., its parents, affiliates and subsidiaries (the “Company”).
MELINTA THERAPETUICS, INC. and , as Trustee INDENTURE DATED AS OFMelinta Therapeutics, Inc. /New/ • January 26th, 2018 • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ] between Melinta Therapeutics, Inc. (the “Company”), a Delaware corporation having its principal office at 300 George Street, Suite 301, New Haven, Connecticut 06511 and [ ] (the “Trustee”). Each party agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Company’s debentures, notes or other evidences of unsecured indebtedness to be issued in one or more series (“Securities”):
AMENDED AND RESTATED WARRANT AGREEMENT To Purchase Shares of the Common Stock of Cempra, Inc. Dated as of December 20, 2011 (the “Effective Date”) Amended and Restated on May 31, 2013 (the “Amendment Date”)Warrant Agreement • June 6th, 2013 • Cempra, Inc. • Pharmaceutical preparations • California
WHEREAS, CEMPRA, Inc., a Delaware corporation, has entered into a Loan and Security Agreement dated as of the Effective Date, as amended, supplemented or otherwise modified (the “Loan Agreement”) with Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Warrantholder”), and Hercules Capital Funding Trust 2012-1;
ContractMelinta Therapeutics, Inc. /New/ • January 9th, 2018 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
August 29, 2017 Paul EstremSeverance Agreement • March 14th, 2018 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • New York
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2017 • Cempra, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2017 by and among, Melinta Therapeutics, Inc., f/k/a Cempra, Inc., a Delaware corporation, Cempra Pharmaceuticals, Inc., a Delaware corporation, CEM-102 Pharmaceuticals, Inc., a Delaware corporation, and Melinta Subsidiary Corp., f/k/a Melinta Therapeutics, Inc., a Delaware corporation (each an “Indemnitor” and collectively, the “Indemnitors”), and (“Indemnitee”).
RE: Severance AgreementMelinta Therapeutics, Inc. /New/ • November 7th, 2018 • Pharmaceutical preparations • New York
Effective as of your commencement of employment with Melinta Therapeutics, Inc. (the “Company”), you will be a key member of the senior management team of the Company. As a result, the Company is providing you with the following benefits in consideration of your employment with the Company.
VOTING AGREEMENTVoting Agreement • December 1st, 2017 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of November 28, 2017, between The Medicines Company, a Delaware corporation (“MedCo”), and the Persons whose names appear on the signature pages hereto (each such Person, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).
Portions of this exhibit marked [*] are requested to be treated confidentially. COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENTStockholders Agreement • October 12th, 2011 • Cempra Holdings, LLC • North Carolina
THIS COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into as of March 31, 2006 (the “Effective Date”) by and between OPTIMER PHARMACEUTICALS INC., a Delaware corporation with its offices located at 10110 Sorrento Valley Road, Suite C, San Diego, California 92121 (“Optimer”), and CEMPRA PHARMACEUTICALS, INC., a Delaware corporation with its offices located at 170 Southport Drive, Suite 500, Morrisville, NC 27560. Optimer and Cempra may be referred to herein individually as a “Party” or collectively, as the “Parties.”
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • April 30th, 2015 • Cempra, Inc. • Pharmaceutical preparations • North Carolina
This Change in Control Severance Agreement (the “Agreement”) is made and dated as of May 23, 2014, by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC 27517 (the “Company”), and David Moore, a citizen and resident of Wake County, North Carolina residing at 6840 Piershill Lane, Cary, North Carolina 27519 (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2018 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this this 22nd day of October 2018, by and between Melinta Therapeutics, Inc., a Delaware corporation (the “Company”), and John Johnson (“Executive”).
CEMPRA, INC. CEMPRA PHARMACEUTICALS, INC. CEM-102 PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 16th, 2015 • Cempra, Inc. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 10, 2015, by and among COMERICA BANK (“Bank”) and CEMPRA, INC., a Delaware corporation (“Cempra”), CEMPRA PHARMACEUTICALS, INC., a Delaware corporation (“Cempra Pharm”) and CEM-102 PHARMACEUTICALS, INC., a Delaware corporation (“CEM-102”) (Cempra, Cempra Pharm and CEM-102 are each a “Borrower”, and collectively, “Borrowers”). For the avoidance of doubt any reference in this Agreement to a “Borrower” shall include, effective as of the date such Person becomes a Borrower, any Person that becomes a Borrower after the Closing Date by virtue of a duly executed amendment to this Agreement.
November 28, 2017 Melinta Therapeutics, Inc. New Haven, CT 06511Melinta Therapeutics, Inc. /New/ • January 9th, 2018 • Pharmaceutical preparations • Delaware
Reference is made to that certain Purchase and Sale Agreement, dated as of the date hereof (as amended, supplemented or modified from time to time, the “Purchase Agreement”), by and among Melinta Therapeutics, Inc., a Delaware Corporation (“Buyer”), and The Medicines Company, a Delaware corporation (“Seller Parent”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, on the Closing Date, Seller Parent will sell, and cause the other Sellers to sell, to Buyer, and Buyer will purchase, the Business through the purchase from Sellers of all of the Acquired Assets, consisting of the Transferred Shares and Transferred Assets, and Buyer will assume the Assumed Liabilities (together with the other transactions contemplated by the Purchase Agreement and the transactions contemplated by the Ancillary Agreements upon the terms and conditions set forth herein and therein, the “Transactions”). Except as otherwise set forth herein, capitalized terms
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2019 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 22 day of February 2019, by and between Melinta Therapeutics, Inc., a Delaware corporation (the “Company”), and John Johnson (“Executive”).
FIFTH AMENDMENT TO CEMPRA HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • January 30th, 2012 • Cempra Holdings, LLC • Pharmaceutical preparations • Delaware
THIS FIFTH AMENDMENT TO THE CEMPRA HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is made and entered into as of January 12, 2012, by and among the Members, also referred to as Shareholders, as defined in the Second Amended and Restated Limited Liability Company Agreement dated as of May 13, 2009 (as amended, the “LLC Agreement”) and Cempra Holdings, LLC, a Delaware limited liability company (the “Company”). Unless otherwise specified, all capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the LLC Agreement.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 12th, 2020 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • Delaware
This Confidentiality Agreement (the “Agreement”) dated May 14, 2020 (the “Effective Date”), between Tetraphase Pharmaceuticals, Inc., a Delaware corporation, located at 480 Arsenal Way, Watertown, MA 02472 (the “Company”), and Melinta Therapeutics, Inc., located at 44 Whippany Road, Suite 280, Morristown, NJ 07960 (“Melinta”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 28th, 2017 • Cempra, Inc. • Pharmaceutical preparations
This Change in Control Severance Agreement (the “Agreement”) is made as of August 1, 2016, by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC 27517 (the “Company”), and John D. Bluth, an individual residing at 10913 Grand Journey Avenue, Raleigh, NC 27614 (the “Employee”).
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • June 28th, 2017 • Cempra, Inc. • Pharmaceutical preparations
This Amended and Restated Change in Control Severance Agreement (the “Agreement”) is made as of June 26, 2017, by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC 27517 (the “Company”), and (the “Employee”), residing at .
FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 19th, 2015 • Cempra, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Amendment”) is made and entered into this 13th day of October, 2015 by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC 27517 (the “Company”), and Mark W. Hahn (the “Employee”).
RESTRUCTURING SUPPORT AGREEMENT AMONG MELINTA THERAPEUTICS, INC. AND THE SUPPORTING LENDERS IDENTIFIED HEREIN DATED AS OF DECEMBER 27, 2019Restructuring Support Agreement • December 27th, 2019 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • New York
This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules and attachments hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof (this “Agreement”)), dated as of December 27, 2019, is among Melinta Therapeutics, Inc., a Delaware corporation (“Melinta” or the “Company”), on behalf of itself and its Subsidiaries listed on Annex A to the Restructuring Term Sheet (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries,” and, together with Melinta, each a “Debtor,” and collectively, the “Debtors”), Deerfield Private Design Fund III, L.P. (“PDIII”) and Deerfield Private Design Fund IV, L.P. (“PDIV”, and together with PDIII, the “Supporting Lenders”), the lenders (after giving effect to the transfers described in Exhibit F) pursuant to that certain Facility Agreement, dated as of January 5, 2018 (as amended by that certain First Amendment to Facility Agreement, dated as of January 14, 2019, and as furthe
RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • February 28th, 2017 • Cempra, Inc. • Pharmaceutical preparations • North Carolina
This RETIREMENT AND CONSULTING AGREEMENT (this “Agreement”) is made and dated as of December 9, 2016, by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6340 Quadrangle Drive, Suite 100, Chapel Hill, NC 27517 (the “Company”), and Prabhavathi Fernandes, Ph.D, a citizen and resident of Orange County, North Carolina residing at 203 Old Franklin Grove Drive, Chapel Hill, NC 27514 (the “Executive”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 8th, 2018 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations
This Amended and Restated License Agreement (this “Agreement”) is made this first of May, 2017 (the “Amendment Effective Date”), by and between Wakunaga Pharmaceutical Co., Ltd. (hereinafter referred to as “WAKUNAGA”), a corporation duly organized and existing under the laws of Japan and having its principal office at 5-36, Miyahara 4-chome, Yodogawa-Ku, Osaka, Japan and Melinta Therapeutics, Inc. (formerly known as Rib-X Pharmaceuticals, Inc. and hereinafter referred to as “MELINTA”), a corporation duly organized and existing under the laws of Delaware, U.S.A. and having its principal office at 300 George Street, Suite 301, New Haven, Conn., 06511 U.S.A., and amends and restates in its entirety the License Agreement dated May 12, 2006 by and between WAKUNAGA and MELINTA, as previously amended (the “2006 Agreement”).
SUPPLY AGREEMENTSupply Agreement • July 31st, 2013 • Cempra, Inc. • Pharmaceutical preparations • Toyama
THIS SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of May 8, 2013 (the “Effective Date”) by and between CEMPRA PHARMACEUTICALS, INC., a Delaware corporation having an address at Building Four Quadrangle, 6340 Quadrangle Drive, Suite 100, Chapel Hill, North Carolina 27517 USA (“Cempra”), and TOYAMA CHEMICAL CO., LTD., a Japanese corporation having an address at 2-5, Nishishinjuku 3-chome, Shinjuku-ku, Tokyo, 160-0023, JAPAN (“Toyama”). Cempra and Toyama may be referred to herein individually as a “Party” or collectively, as the “Parties”.
AMENDED AND RESTATED SENIOR SUBORDINATED CONVERTIBLE LOAN AGREEMENT originally dated as of December 31, 2018 and as amended and restated as of January 14, 2019 by and among Melinta Therapeutics, Inc., as the Borrower, the other Loan Parties party...Senior Subordinated Convertible Loan Agreement • January 16th, 2019 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • New York
AMENDED AND RESTATED SENIOR SUBORDINATED CONVERTIBLE LOAN AGREEMENT (this “Agreement”), originally dated as of December 31, 2018 and as amended and restated as of January 14, 2019, by and among Melinta Therapeutics, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined below) party hereto from time to time and the lenders party hereto from time to time (together with their successors and permitted assigns, the “Lenders”).
Portions of this exhibit marked [*] are requested to be treated confidentially. SUPPLY AGREEMENTSupply Agreement • October 12th, 2011 • Cempra Holdings, LLC • New York
This Supply Agreement (hereinafter referred to as this “Agreement”), effective as March 15, 2011 (the “Effective Date”), is entered into by and between Ercros S.A, a Spanish corporation having a place of business at Paseo del Deleite s/n, 28300 Aranjuez-Madrid (Spain) (“Ercros” or “Supplier”), Gyma Laboratories of America, Inc., a New York corporation having a place of business at 135 Cantiague Rock Road, Westbury, New York 11590 USA (“Gyma” or “Supplier Agent”), and CEM-102 Pharmaceuticals, Inc., a Delaware corporation having a place of business at Building Four Quadrangle, 6340 Quadrangle Drive, Suite 100, Chapel Hill, North Carolina 27517 USA (“Cempra”).
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • November 8th, 2013 • Cempra, Inc. • Pharmaceutical preparations • Delaware
THIS DEVELOPMENT AND SUPPLY AGREEMENT (the “Agreement”) is entered into and made effective as of July 1, 2013 (the “Effective Date”), by and between CEMPRA PHARMACEUTICALS, INC., a Delaware corporation (“Cempra”) and HOSPIRA WORLDWIDE, INC., a Delaware corporation (“Hospira”).
ROYALTY AGREEMENTRoyalty Agreement • January 9th, 2018 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • New York
This ROYALTY AGREEMENT (this “Agreement”), dated January 5, 2018, is made by and between Deerfield Private Design Fund IV, L.P. (“DPDF IV”), Deerfield Private Design Fund III, L.P. (“DPDF III”), Deerfield Special Situations Fund, L.P. (“DSS” and, collectively with DPDF IV and DPDF III, the “Initial Royalty Holders” and, together with any transferees or assignees thereof, the “Royalty Holders” and each, a “Royalty Holder”) and Melinta Therapeutics, Inc., a Delaware corporation (the “Borrower” and, together with the Royalty Holders, collectively, the “Parties” and each, a “Party”).
