REVANCE THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt SecuritiesIndenture • November 27th, 2020 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 20 , among REVANCE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
REVANCE THERAPEUTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 14, 2020 1.75% Convertible Senior Notes due 2027Indenture • February 14th, 2020 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of February 14, 2020 between REVANCE THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 13th, 2018 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
Revance Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
REVANCE THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • November 14th, 2023 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REVANCE 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”).
REVANCE THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • November 27th, 2020 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between REVANCE 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”).
Revance Therapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • December 7th, 2017 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
Revance 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 4,838,709 shares and, at the election of the Underwriters, up to 550,806 additional shares of common stock, $0.001 par value per share (“Stock”) of the Company and the stockholders of the Company named in Schedule I(a) hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 500,000 shares and, at the election of the Underwriters, up to 250,000 additional shares of Stock. The aggregate of 5,338,709 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 800,806 additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares
REVANCE THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 14th, 2023 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REVANCE 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”).
Revance Therapeutics, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • September 14th, 2022 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
Revance 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 8,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,200,000 additional shares (the “Optional Shares”) of common stock, $0.001 par value per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”.
REVANCE THERAPEUTICS, INC. SALES AGREEMENTSales Agreement • May 10th, 2022 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
Revance Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen” or, the “Agent”), as follows:
3,250,000 Shares Revance Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2015 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
To: Revance Therapeutics, Inc. 7555 Gateway Blvd. Newark, California 94560 Attention: [_____] Telephone No.: (510) 742-3400 Email: [_____] From: [Dealer Name] Re: [Base]1[Additional]2 Call Option Transaction Date: February [_], 2020Call Option Transaction • February 14th, 2020 • Revance Therapeutics, Inc. • Pharmaceutical preparations
this Confirmation in good faith to preserve the intent of the parties]9[Indenture as executed]10. Subject to the foregoing, references to the Indenture herein are references to the Indenture as in effect on the date of its execution, and if the Indenture is amended or supplemented following such date (other than any amendment or supplement (x) pursuant to Section 10.01(h) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture, subject, in the case of this clause (y), to the second paragraph under “Method of Adjustment” in Section 3), any such amendment or supplement will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing. If Dealer, the Calculation Agent or the Determining Party is required to make any calculation, adjustment or determination hereunder by reference to the Convertible Notes or the
REVANCE THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 14th, 2023 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REVANCE 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”).
INDEMNITY AGREEMENT [For Officers and Directors Not Affiliated with Funds]Indemnification Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between REVANCE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among Crown Laboratories, Inc. Reba Merger Sub, Inc. and Revance Therapeutics, Inc. August 11, 2024Merger Agreement • August 12th, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 11, 2024, by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.” Certain capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
ContractWarrant Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED 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 SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
Revance Therapeutics, Inc.Purchase Agreement • February 14th, 2020 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
Revance Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Goldman Sachs & Co. LLC is acting as representative (the “Representative”), an aggregate of $250,000,000 principal amount of the Company’s 1.75% Convertible Senior Notes due 2027 (“the Firm Securities”). The Firm Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of February 14, 2020, by and among the Company and U.S. Bank National Association, as trustee (the “Trustee”). In addition, the Company has granted to the Purchasers an option to purchase up to an additional $37,500,000 aggregate principal amount of its 1.75% Convertible Senior Notes due 2027 on the terms and conditions and for the purposes set forth herein (the “Option Securities” and, together with the Firm Securities, the “Securities”), sole
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [ *** ] INDICATES THAT INFORMATION HAS BEEN OMITTED. Execution Version FIRST AMENDMENT...Note Purchase Agreement • November 8th, 2023 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 31st, 2013 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 20, 2011 and is entered into by and between REVANCE THERAPEUTICS, INC., a Delaware corporation (hereinafter referred to as the “Borrower”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
EXECUTIVE EMPLOYMENT AGREEMENT for Lauren SilvernailExecutive Employment Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”), made between Revance Therapeutics, Inc. (the “Company”) and Lauren Silvernail (“Executive”) (collectively, the “Parties”), is effective as of December 31, 2013.
ContractWarrant Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
EXECUTIVE EMPLOYMENT AGREEMENT for Tobin SchilkeExecutive Employment Agreement • February 28th, 2019 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”), made between Revance Therapeutics, Inc. (the “Company”) and Tobin Schilke (“Executive”) (collectively, the “Parties”), is effective as of November 5, 2018 (the “Start Date”).
REVANCE THERAPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 19th, 2013 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 29th day of March, 2013, by and among REVANCE THERAPEUTICS, INC., a Delaware corporation (the “Company”) and certain of the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
SETTLEMENT AND TERMINATION AGREEMENTSettlement and Termination Agreement • June 4th, 2013 • Revance Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SETTLEMENT AND TERMINATION AGREEMENT (“Termination Agreement”) dated as of October 8, 2012 (“Execution Date”), is entered into between Revance Therapeutics, Inc., a Delaware corporation having its principal place of business at 7555 Gateway Blvd., Newark, CA 94560 (“Revance”) and Medicis Pharmaceutical Corporation, a Delaware corporation with offices at 7720 North Dobson Road, Scottsdale, AZ 85256 (“Medicis”).
Re: Separation and Consulting AgreementSeparation and Consulting Agreement • May 10th, 2022 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
This letter sets forth the substance of the mutual separation agreement (the “Agreement”) that Revance Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition.
SIXTH WAIVER TO AGREEMENT AND PLAN OF MERGERWaiver to Agreement and Plan of Merger • November 1st, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations
This SIXTH WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated November 1, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NO. 1 TO THE TECHNOLOGY TRANSFER, VALIDATION AND COMMERCIAL FILL/FINISH SERVICES AGREEMENTTechnology Transfer, Validation and Commercial Fill/Finish Services Agreement • February 25th, 2021 • Revance Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (this “Amendment”) is made and entered into as of December 18th, 2020 (the “Amendment Effective Date”), by and between Revance Therapeutics, Inc., (“Client”), and Ajinomoto Althea, Inc., dba Aji Bio-Pharma Services (“ABPS”).
Second Amendment to the Exclusive Distribution Agreement dated January 10, 2020Exclusive Distribution Agreement • November 8th, 2022 • Revance Therapeutics, Inc. • Pharmaceutical preparations
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • August 5th, 2021 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
This Commercial Supply Agreement (the “Agreement” or “Supply Agreement”) is entered into as of the last date of signature below (the “Effective Date”) by and between Revance Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having a place of business at 7555 Gateway Boulevard, Newark, CA 94560 (“Company”) and Lyophilization Services of New England, Inc., a corporation organized and existing under the laws of New Hampshire, having its principal place of business at 23 Commerce Drive, Bedford, NH 03110 (“Supplier”). Company and Supplier are referred to individually as a “Party” and collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENT for Arthur P. Bertolino, MD, PhD, MBAExecutive Employment Agreement • November 13th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”), made between Revance Therapeutics, Inc. (the “Company”) and Arthur P. Bertolino (“Executive”) (collectively, the “Parties”), is effective as of September 2, 2014.
FIRST ADDENDUM TO LICENSE AND SERVICE AGREEMENTLicense and Service Agreement • May 9th, 2023 • Revance Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST ADDENDUM ("First ·Addendum"), is made and entered into, effective as of April 21, 2009 ("First Addendum Date"), by and between Revance Therapeutics, Inc., having a principal place of business at 2400 Bayshore Parkway, Suite 100, Mountain View, CA 94043 ("Revance") and List Biological Laboratories, Inc., having a principal place of business at 540 Division Street, Campbell, CA 95008 ("List"), (collectively, the "Parties" or individually, a "Party").
THIRD AMENDMENT TO LEASELease • May 9th, 2023 • Revance Therapeutics, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (the “Amendment”) is made effective as of the last date of execution on the signature page hereto (the “Effective Date”), by and between 1222 DEMONBREUN, LP, a Texas limited partnership (“Landlord”), and REVANCE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENT forExecutive Employment Agreement • November 4th, 2019 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”), made between Revance Therapeutics, Inc. (the “Company”) and Mark Foley (“Executive”) (collectively, the “Parties”), is effective as of October 13, 2019 (the “Start Date”).
SECOND AMENDMENT to DEVELOPMENT AND SUPPLY AGREEMENT between REVANCE THERAPEUTICS, INC. andDevelopment and Supply Agreement • November 10th, 2015 • Revance Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment to the Development and Supply Agreement (“Amendment”) is made and effective as of the 31st day of August, 2015 (“Amendment Effective Date”), by and between Revance Therapeutics, Inc. (“Revance”) and Hospira Worldwide, Inc., (“Hospira”), each herein referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined herein).
LOAN AND LEASE AGREEMENT Dated as of December 20, 2013 the “Effective Date” by and between ESSEX CAPITAL CORPORATION as “Essex” and REVANCE THERAPEUTICS, INC. as “Company” TOTAL CREDIT AMOUNT: Up to $10,800,000Loan and Lease Agreement • December 31st, 2013 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
Company wishes to acquire certain equipment. Essex is willing to finance that acquisition by lending money to Company to build out and install that equipment and, upon Company’s acceptance of the equipment, by purchasing that equipment and leasing it to Company. The information set forth above is subject to the terms and conditions set forth in the balance of this Agreement. The parties agree as follows:
TENTH WAIVER TO AGREEMENT AND PLAN OF MERGERWaiver to Agreement and Plan of Merger • November 29th, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations
This TENTH WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated November 29, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
