OMTHERA PHARMACEUTICALS, INC. (A Delaware corporation) [ · ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ContractWarrant Agreement • April 1st, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 29, 2013 and is entered into by and between OMTHERA PHARMACEUTICALS, INC., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • May 28th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and Gerald L. Wisler (“Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 3rd day of October, 2011, by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Michael Davidson, M.D. (the “Executive”).
OMTHERA PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
COMMERCIAL SUPPLY AGREEMENT (Epanova™ Softgels)Commercial Supply Agreement • April 1st, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Commercial Supply Agreement (“Agreement”) is made as of this 16th day of July, 2012 (“Effective Date”), by and between Omthera Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 707 State Road, Princeton, NJ, 08540 (“Client”), and Catalent Pharma Solutions GmbH, Riedstrasse 1, 6330 Cham, Switzerland (“Catalent”).
AMENDED AND RESTATED STOCK PURCHASE AND RESTRICTION AGREEMENTStock Purchase and Restriction Agreement • March 11th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS AMENDED AND RESTATED STOCK PURCHASE AND RESTRICTION AGREEMENT (this “Agreement”), made as of November 13th, 2009 by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Gerald Wisler (the “Stockholder”).
Omthera Pharmaceuticals, Inc. License Agreement between PVT Polyver Trust AG and Omthera Pharmaceuticals, Inc. November 13, 2009License Agreement • April 1st, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations
PVT POLYVER TRUST AG, a corporation duly established under the laws of Switzerland with registered offices at c/o Buetler Legal GmbH, Chilchgasse 8, 6072 Sachseln Switzerland
SUPPLY AGREEMENTSupply Agreement • April 1st, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (the “Agreement”) is as entered into as of this 1st day of March, 2012 (“Effective Date”) between Omthera Pharmaceuticals, Inc., a corporation organized under the laws of Delaware and having a place of business at 707 State Road, Princeton, New Jersey, USA, 08540 (“Omthera”) and BioVectra Inc., a corporation organized under the laws of Prince Edward Island and having a place of business at 11 Aviation Avenue, Charlottetown, Prince Edward Island, C1E 0A1 Canada (“BioVectra”) (each individually a “Party” and collectively the “Parties”).
Intermediate Feedstock Supply AgreementIntermediate Feedstock Supply Agreement • April 1st, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
NOW THEREFORE in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties agree as follows:
AGREEMENT AND PLAN OF MERGER dated as of May 27, 2013 among OMTHERA PHARMACEUTICALS, INC., ZENECA, INC. and KAFA ACQUISITION CORP.Merger Agreement • May 28th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 27, 2013, among Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Zeneca, Inc., a Delaware corporation (“Parent”), and KAFA Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”).
AMENDED AND RESTATED LEASELease • March 11th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS LEASE (“Lease”) is entered into as of the 17th day of January, 2012, between McCARTHY ASSOCIATES LIMITED, a New Jersey limited partnership (“Landlord”) and OMTHERA PHARMACEUTICALS, INC., a corporation of the State of Delaware (“Tenant”).
OMTHERA PHARMACEUTICALS, INC. WARRANT TO PURCHASE STOCKWarrant Agreement • March 11th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Warrant is being issued as one of a series of warrants pursuant to, and is subject to, the terms and conditions of the Note and Warrant Purchase Agreement by and among the Company, the Holder and the other parties thereto, dated as of February 15, 2013, as the same may be amended and/or restated from time to time (the “Purchase Agreement”), and may be amended from time to time in accordance with the terms of the Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement.
AMENDMENT NO. 9 TO LICENSE AGREEMENTLicense Agreement • March 28th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 9 TO LICENSE AGREEMENT (the “Amendment”) is made and entered into as of 27 March, 2013, by and between Chrysalis Pharma AG, a corporation duly established under the laws of Switzerland with registered offices at Chilchgasse 8, 6072 Sachseln Switzerland, as successor to PVT Polyver Trust AG (“Licensor”), and Omthera Pharmaceuticals, Inc., a company duly established under the laws of Delaware with registered offices at 90 Washington Valley Road, Bedminster, NJ 07921 (“Licensee”). Licensor and Licensee are also referred to individually as “Party” and collectively as “Parties”.
OMTHERA PHARMACEUTICALS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • March 11th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2013, by and among Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the purchasers named on the Schedule of Purchasers attached hereto as Schedule I (the “Schedule of Purchasers”) (each individually a “Purchaser,” and collectively the “Purchasers”).
Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 28th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2013 (this “Agreement”), is entered into by and among Zeneca, Inc., a Delaware corporation (“Parent”), and [ ], a [ ], as Rights Agent.
