ANDIndenture • November 1st, 2017 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [·], among RA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as trustee (the “Trustee”):
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 9th, 2019 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Ra Pharmaceuticals, 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 $0.001 per share (the “Common Shares”), having an aggregate offering price of up to the Maximum Program Amount (as defined herein), on the terms set forth in this agreement (this “Agreement”).
8,387,097 Shares RA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2018 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2016 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the [ ] day of [ ], 2016 between Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Simon Read (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
RA PHARMACEUTICALS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 13th, 2016 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
RA PHARMACEUTICALS, INC. Common Stock ($0.001 par value per share) AT-THE- MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • May 9th, 2018 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
4,000,000 Shares RA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2019 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2016 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the [ ] day of [ ], 2016 between Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Ramin Farzaneh-Far (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER AMONG UCB S.A., FRANQ MERGER SUB, INC. AND RA PHARMACEUTICALS, INC. DATED AS OF OCTOBER 9, 2019Merger Agreement • October 10th, 2019 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 9, 2019, among UCB S.A., a société anonyme formed under the Laws of Belgium (“Parent”), Franq Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
RA PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 30th, 2016 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 10th day of July, 2015 by and among Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
ContractWarrant Agreement • September 30th, 2016 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
SECURITIES AND EXCHANGE COMMISSION CONFIDENTIAL TREATMENT REQUESTED UNDER Collaboration and License Agreement by and between RA PHARMACEUTICALS, INC. and MERCK SHARP & DOHME CORP. April 1, 2013Collaboration and License Agreement • September 30th, 2016 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”), dated as of April 1, 2013 (the “Effective Date”), is made by and between Ra Pharmaceuticals, Inc., a Delaware corporation (“Ra”) and Merck Sharp & Dohme Corp., a New Jersey corporation (“Merck”).
Research and Development Collaboration and License agreementResearch and Development Collaboration and License Agreement • October 13th, 2016 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
SECURITIES AND EXCHANGE COMMISSION CONFIDENTIAL TREATMENT REQUESTED UNDER Collaboration and License Agreement by and between RA PHARMACEUTICALS, INC. and MERCK SHARP & DOHME CORP. April 1, 2013Collaboration and License Agreement • October 13th, 2016 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”), dated as of April 1, 2013 (the “Effective Date”), is made by and between Ra Pharmaceuticals, Inc., a Delaware corporation (“Ra”) and Merck Sharp & Dohme Corp., a New Jersey corporation (“Merck”).
ContractLicense Agreement • November 7th, 2019 • Ra Pharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
