COMMON STOCK PURCHASE WARRANT NOVAN, INC.Novan, Inc. • June 10th, 2022 • 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 Closing Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novan, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 • March 26th, 2020 • Novan, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 24, 2020, between Novan, 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANTNovan, Inc. • March 26th, 2020 • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novan, 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).
NOVAN, INC. 3,636,364 Shares of Common Stock (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • June 21st, 2021 • Novan, Inc. • Pharmaceutical preparations • New York
NOVAN, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2020 • Novan, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _________, 20__ between Novan, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT NOVAN, INC.Common Stock Purchase Warrant • March 16th, 2023 • Novan, 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 after the six-month anniversary of the Amendment Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 13, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novan, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 • March 16th, 2023 • Novan, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2023, between Novan, 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”).
NOVAN, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2016 • Novan, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT NOVAN, INC.Common Stock Purchase • March 16th, 2023 • Novan, 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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novan, 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVAN, INC.Novan, Inc. • March 16th, 2023 • Pharmaceutical preparations
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novan, 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).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 22nd, 2020 • Novan, Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 21, 2020 by and between NOVAN, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2020 • Novan, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2020, by and between NOVAN, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PAGE ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions. 1 Section 1.2 Other Definitions. 3 Section 1.3 Incorporation by Reference of Trust Indenture Act. 4 Section 1.4 Rules of Construction. 4 ARTICLE II. THE SECURITIES 5...Novan, Inc. • February 24th, 2020 • Pharmaceutical preparations • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2022 • Novan, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2022, between Novan, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2018 • Novan, Inc. • Pharmaceutical preparations • North Carolina
This Employment Agreement (the “Agreement”) is entered into as of April 15, 2018 (the “Effective Date”) by and between Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the “Company”), and Jeff N. Hunter, a citizen and resident of Chatham County, North Carolina (“Employee”).
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AMENDED, RESTATED AND CONSOLIDATED LICENSE AGREEMENTLicense Agreement • September 8th, 2016 • Novan, Inc. • Pharmaceutical preparations • North Carolina
This AMENDED, RESTATED AND CONSOLIDATED LICENSE AGREEMENT (this “LICENSE AGREEMENT”) is entered into this 27th day of June, 2012 (the “EFFECTIVE DATE’’) between The University of North Carolina at Chapel Hill having an address at Campus Box 4105, 308 Bynum Hall, Chapel Hill, North Carolina, 27599-4105 (“UNIVERSITY”) and Novan, Inc., a corporation organized and existing under the laws of the State of Delaware (“LICENSEE”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2016 • Novan, Inc. • Pharmaceutical preparations • North Carolina
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 13, 2016 (the “Effective Date”) by and between Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the “Company”), and Nathan Stasko, a citizen and resident of Orange County, North Carolina (“Employee”). The Company and Employee are sometimes herein referred to each as a “Party” and together as the “Parties.”
NOVAN PATENT AND KNOW-HOW LICENSE AGREEMENTHow License Agreement • August 24th, 2016 • Novan, Inc. • Pharmaceutical preparations • North Carolina
THIS NOVAN PATENT AND KNOW-HOW LICENSE AGREEMENT (this “Agreement”) is made as of December 29, 2015 (the “Effective Date”) by and between Novan, Inc., a Delaware corporation with a principal place of business at 4222 Emperor Boulevard, Suite 200, Durham, NC 27703 (“Novan”), and KNOW Bio, LLC, a North Carolina limited liability company with a principal place of business at 627 Davis Drive, Suite 400, Morrisville, NC 27560 (“Licensee”). Novan and Licensee may each be referred to as a “Party,” and together as the “Parties.”
14,000,000 Shares of Common Stock ($0.0001 Par Value) Pre-Funded Warrants to Purchase 4,333,334 Shares of Common Stock Common Warrants to Purchase 18,333,334 Shares of Common Stock Novan, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2020 • Novan, Inc. • Pharmaceutical preparations
Novan, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom H.C. Wainwright & Co., LLC is acting as representative (“you” or the “Representative”) an aggregate of (i) 14,000,000 shares (the “Firm Shares”) of the Issuer’s common stock, $0.0001 par value (the “Common Stock”), (ii) pre-funded warrants to purchase 4,333,334 shares of Common Stock at an exercise price of $0.0001 per share (the “Pre-Funded Warrants”) in the form attached hereto as Exhibit A and (iii) warrants to purchase 18,333,334 shares of Common Stock at an exercise price of $0.30 per share (the “Firm Warrants”) in the form attached hereto as Exhibit B. The shares of Common Stock underlying the Firm Warrants are hereinafter referred to as the “Firm Warrant Shares.” The shares of Common Stock underlying the Pre-Funded Warrants are hereinafter referred to as the “Pre-Funded Warrant Shares.” The Firm Shares, the Pre-Funded Warrants,
NOVAN, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT (Awarding Non- Qualified Stock Option)2016 Incentive Award Plan • November 14th, 2016 • Novan, Inc. • Pharmaceutical preparations • Delaware
Novan, Inc., a Delaware corporation (the “Company”), pursuant to its 2016 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference, and the grant of the Option is conditioned upon Participant’s compliance with any Confidentiality and Assignment of Inventions Agreement and/or Noncompetition Agreement existing or entered into in connection herewith (the “Restrictive Covenants Agreement[s]”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Opti
SUPERPRIORITY DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENTPossession Loan and Security Agreement • July 17th, 2023 • Novan, Inc. • Pharmaceutical preparations
THIS SUPERPRIORITY DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, “Agreement”) is entered into as of July 17, 2023 (“Effective Date”), among LIGAND PHARMACEUTICALS, INCORPORATED, a Delaware corporation (together with its successors and assigns, “Lender”), NOVAN, INC. a Delaware corporation (“Novan”) and EPI Health, LLC, a South Carolina limited liability company (“EPI” and, together with Novan, each, a “Borrower” and collectively, the “Borrowers”).
STOCK APPRECIATION RIGHT GRANT NOTICE AND STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Right Agreement • February 24th, 2020 • Novan, Inc. • Pharmaceutical preparations • Delaware
Novan, Inc., a Delaware corporation (the “Company”), pursuant to its 2016 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an award of stock appreciation rights over the number of shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”) or (“Shares”) set forth below (the “SAR”). Upon exercise, each Share covered by the SAR represents the right to receive an amount equal to the Fair Market Value of one Share on the date of exercise less the Exercise Price per Share set forth below. Payment of such amount shall be in cash, Shares of Common Stock (based on their Fair Market Value as of the date the SAR is exercised) or a combination of both, as determined by the Administrator. The SAR is subject to the terms and conditions set forth in this SAR Grant Notice (this “Grant Notice”), the SAR Agreement attached hereto as Exhibit A (the “Agreement”), and the Plan, each of which is incorporated her
Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain...And Consolidated License Agreement • May 16th, 2022 • Novan, Inc. • Pharmaceutical preparations
This second amendment (the “Second Amendment”) to the Amended, Restated and Consolidated License Agreement dated June 27th, 2012 by and between The University of North Carolina at Chapel Hill (“University”) and Novan, Inc. (“Licensee”), as amended by the First Amendment to Amended, Restated and Consolidated License Agreement dated November 30, 2012 (hereinafter referred to as the “Agreement”), is effective as of April 12, 2016.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2020 • Novan, Inc. • Pharmaceutical preparations • North Carolina
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 17, 2019 (the “Effective Date”) by and between Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the “Company”), and Paula Brown Stafford (“Executive”).
ROYALTY AND MILESTONE PAYMENTS PURCHASE AGREEMENTRoyalty and Milestone Payments Purchase Agreement • August 13th, 2019 • Novan, Inc. • Pharmaceutical preparations • North Carolina
This Royalty and Milestone Payments Purchase Agreement (this “Agreement”) is entered into as of April 29, 2019 (the “Effective Date”) by and between Novan, Inc., a Delaware corporation (“Novan”), and Reedy Creek Investments LLC, a North Carolina limited liability company (“Reedy Creek”). Novan and Reedy Creek are also referred to individually as a “Party” and together as the “Parties”.
FIRST AMENDMENT TOEmployment Agreement • June 5th, 2017 • Novan, Inc. • Pharmaceutical preparations
This First Amendment to the Amended and Restated Employment Agreement (“Amendment”) is effective as of June 4, 2017, and made and entered into by and among Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the “Company”) and Nathan Stasko (“Employee”). Throughout the remainder of this Agreement, the Company and Employee may be collectively referred to as the “Parties”.
LEASE TERMINATION AGREEMENTLease Termination Agreement • October 30th, 2020 • Novan, Inc. • Pharmaceutical preparations
THIS LEASE TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of the 16th day of July, 2020, by and between DURHAM HOPSON, LLC, a Delaware limited liability company, (as successor-in-interest to Durham Hopson Road, LLC) hereinafter called “Landlord”; and NOVAN, INC., a Delaware corporation, hereinafter called “Tenant”.
Second AMENDMENT TO LeaseLease • November 14th, 2016 • Novan, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into between Durham HOPSON ROAD, LLC, a Delaware limited liability company (“Landlord”), and NOVAN, INC., a Delaware corporation (“Tenant”), with reference to the following:
SECOND AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED LICENSE AGREEMENTAnd Consolidated License Agreement • November 14th, 2016 • Novan, Inc. • Pharmaceutical preparations
This second amendment (the “Second Amendment”) to the Amended, Restated and Consolidated License Agreement dated June 27th, 2012 by and between The University of North Carolina at Chapel Hill (“University”) and Novan, Inc. (“Licensee”), as amended by the First Amendment to Amended, Restated and Consolidated License Agreement dated November 30, 2012 (hereinafter referred to as the “Agreement”), is effective as of April 12, 2016.
NOVAN, INC. 5,261,311 Units, Each Consisting of One Share of Common Stock (or Pre-Funded Warrant in lieu thereof) and a Warrant to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENTAgent Agreement • June 10th, 2022 • Novan, Inc. • Pharmaceutical preparations • New York
Subject to the terms and conditions herein (this “Agreement”) Novan, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) 5,261,311 (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) or pre-funded warrants to purchase Shares of Common Stock (the “Pre-Funded Warrants”) in lieu thereof and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 5,261,311 shares of Common Stock (the “Warrant Shares”) directly to various purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) through Oppenheimer & Co. Inc., as Placement Agent (the “Placement Agent”). This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The shares of Common Stock issuabl
FIRST AMENDMENT TO UNC SUBLICENSE AGREEMENTUnc Sublicense Agreement • March 27th, 2018 • Novan, Inc. • Pharmaceutical preparations • North Carolina
THIS FIRST AMENDMENT TO UNC SUBLICENSE AGREEMENT (this “First Amendment”) is made as of October 13, 2017 (the “Amendment Effective Date”) by and between Novan, Inc., a Delaware corporation with a principal place of business at 4105 Hopson Road, Morrisville, North Carolina 27560 (“Novan”), and KNOW Bio, LLC, a North Carolina limited liability company with a principal place of business at 4222 Emperor Blvd. Suite 470, Durham, NC 27703 (“Licensee”). Novan and Licensee may each be referred to as a “Party,” and together as the “Parties.”
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 24th, 2023 • Novan, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”) is made and entered into effective as of August 21, 2023 (the “Effective Date”) by and among Novan, Inc., a Delaware corporation (“Novan”), EPI Health, LLC, a South Carolina limited liability company (“EPI Health” and, together with Novan, “Sellers”), and Ligand Pharmaceuticals Incorporated, a Delaware corporation (together with its permitted successors, designees and assigns, “Buyer”). Buyer and Sellers are individually referred to herein as a “Party” and collectively as the “Parties”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 17th, 2023 • Novan, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, “Agreement”) is entered into as of July 14, 2023 (“Effective Date”), among LIGAND PHARMACEUTICALS, INCORPORATED, a Delaware corporation (together with its successors and assigns, “Lender”), NOVAN, INC. a Delaware corporation (“Novan”) and EPI HEALTH, LLC, a South Carolina limited liability company (“EPI” and, together with Novan, each, a “Borrower” and collectively, the “Borrowers”).
THIRD AMENDMENT TO AMENDED, RESTATED, AND CONSOLIDATED LICENSE AGREEMENT, and Consolidated License Agreement • March 27th, 2019 • Novan, Inc. • Pharmaceutical preparations
This Third Amendment (the “Third Amendment”) to the Amended, Restated and Consolidated License Agreement dated June 27th, 2012 between The University of North Carolina at Chapel Hill (“University”) and Novan, Inc. (“Licensee”), as amended by the First Amendment to Amended, Restated and Consolidated License Agreement dated November 30th, 2012 and further amended by the Second Amendment to Amended, Restated and Consolidated License Agreement dated April 12th, 2016 (hereinafter referred to as the “Agreement”) is entered into as of November 1, 2018 (the “Third Amendment Effective Date”).
STOCK APPRECIATION RIGHT GRANT NOTICE AND STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Right Agreement • November 5th, 2018 • Novan, Inc. • Pharmaceutical preparations • Delaware
Novan, Inc., a Delaware corporation (the “Company”), pursuant to its 2016 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an award of stock appreciation rights over the number of shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”) or (“Shares”) set forth below (the “SARs”). Upon exercise, each SAR represents the right to receive an amount equal to the Fair Market Value of one share of the Company’s Common Stock on the date of exercise less the Exercise Price per Share set forth below. Payment of such amount shall be in cash, shares of Common Stock (based on their Fair Market Value as of the date the SAR is exercised) or a combination of both, as determined by the Administrator. The SARs are subject to the terms and conditions set forth in this SAR Grant Notice (this “Grant Notice”), the SAR Agreement attached hereto as Exhibit A (the “Agreement”), and the Plan, each of which is inco
