DERMIRA, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 16, 2017 3.00% Convertible Senior Notes due 2022Indenture • May 16th, 2017 • Dermira, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of May 16, 2017 between DERMIRA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
DERMIRA, INC. SALES AGREEMENTSales Agreement • November 7th, 2018 • Dermira, Inc. • Pharmaceutical preparations • New York
Dermira, Inc. 4,500,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • June 8th, 2016 • Dermira, Inc. • Pharmaceutical preparations • New York
Dermira, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.001 par value (“Common Stock”) of the Company set forth on Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth on Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mea
INDEMNITY AGREEMENTIndemnity Agreement • September 19th, 2014 • Dermira, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated [ ], 20[ ] is made by and between Dermira, Inc., a Delaware corporation (the “Company”), and [ ], a director, officer or key employee of the Company or Subsidiary who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
DERMIRA, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 19th, 2014 • Dermira, Inc. • Pharmaceutical preparations • California
Prior Names (Section 5.5) — Borrower did business as “Skintelligence, Inc.” from the date of incorporation on August 18, 2010 until Borrower changed its name to “Dermira, Inc.” pursuant to filing a Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on September 9, 2011.
AGREEMENT AND PLAN OF MERGER dated as of JANUARY 10, 2020, among ELI LILLY AND COMPANY, BALD EAGLE ACQUISITION corporation and dermira, inc.Merger Agreement • January 10th, 2020 • Dermira, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER dated as of January 10, 2020 (this “Agreement”), by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Bald Eagle Acquisition Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Dermira, Inc., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 10th, 2020 • Dermira, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 20, 2020, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Bald Eagle Acquisition Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Dermira, Inc. 9,811,321 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • March 20th, 2019 • Dermira, Inc. • Pharmaceutical preparations • New York
Dermira, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.001 par value (“Common Stock”) of the Company set forth on Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth on Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to
CREDIT AGREEMENT Dated as of December 3, 2018 among DERMIRA, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as the Guarantors, ATHYRIUM OPPORTUNITIES III ACQUISITION LP, as the Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY...Credit Agreement • February 26th, 2019 • Dermira, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of December 3, 2018 among DERMIRA, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and ATHYRIUM OPPORTUNITIES III ACQUISITION LP, as the Administrative Agent.
Dermira, Inc. 5,000,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • March 2nd, 2017 • Dermira, Inc. • Pharmaceutical preparations • New York
Dermira, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, the number of shares of common stock, $0.001 par value (“Common Stock”) of the Company set forth on Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth on Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriters shall mean either the singular or
PLEDGE AGREEMENTPledge Agreement • February 26th, 2019 • Dermira, Inc. • Pharmaceutical preparations
THIS PLEDGE AGREEMENT dated as of December 3, 2018 (as amended, modified, restated or supplemented from time to time, this “Pledge Agreement”) is by and among the party identified as a “Pledgor” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively, the “Pledgors”) and Athyrium Opportunities III Acquisition LP, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2014 • Dermira, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the date executed below by and between Thomas Wiggans (“Employee”), and Skintelligence, Inc., a Delaware corporation (the “Company”).
July 17, 2012Offer Letter • February 28th, 2017 • Dermira, Inc. • Pharmaceutical preparations
LEASE AGREEMENTLease Agreement • September 12th, 2014 • Dermira, Inc. • Pharmaceutical preparations
THIS LEASE, made this 24th day of July, 2014 between Middlefield Park, California General Partnership hereinafter called Landlord, and Dermira, Inc., a Delaware Corporation, hereinafter called Tenant.
ContractDevelopment and Commercialisation Agreement • September 29th, 2014 • Dermira, Inc. • Pharmaceutical preparations • New York
[*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
RIGHT OF FIRST NEGOTIATION AGREEMENTRight of First Negotiation Agreement • September 29th, 2014 • Dermira, Inc. • Pharmaceutical preparations • Delaware
This Right of First Negotiation Agreement (this “Agreement”) dated March 28, 2013 is made by and between Dermira, Inc., a Delaware corporation with a principal address at 2055 Woodside Road, Ste. #270, Redwood City, California 94061 (“Dermira”) and Maruho Co. , Ltd., a Japanese corporation with a principal address at 1-5-22 Nakatsu, Kitaku, Osaka, 531-0071, Japan (“Maruho”). Dermira and Maruho may individually be referred to as a “Party” and collectively, as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 29th, 2014 • Dermira, Inc. • Pharmaceutical preparations • California
This Exclusive License Agreement (“Agreement”) is entered into as of April 26 2013 (“Effective Date”), by and between Rose U LLC, a California limited liability company (“Licensor”), and Dermira, Inc., a Delaware corporation (“Dermira”) (collectively, the “Parties” and individually, a “Party”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 27th, 2014 • Dermira, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2014, by and among Dermira, Inc. (f/k/a Skintelligence, Inc.), a Delaware corporation (the “Company”), the parties listed on Exhibit A attached hereto (the “Investors”) and the parties listed on Exhibit B attached hereto (the “Stockholders”).
SECURITY AGREEMENTSecurity Agreement • February 26th, 2019 • Dermira, Inc. • Pharmaceutical preparations
THIS SECURITY AGREEMENT dated as of December 3, 2018 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the party identified as a “Grantor” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Athyrium Opportunities III Acquisition LP, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
SUBLEASE AGREEMENTSublease Agreement • November 6th, 2017 • Dermira, Inc. • Pharmaceutical preparations • California
WHEREAS, Middlefield Park, a California general partnership (“Overlandlord”) and Sublessor entered into a lease dated as of November 6, 2008 (the “Original Overlease”) as amended by that certain First Amendment to Lease, dated December 2, 2009 (the “First Amendment”), that certain Second Amendment to Lease, dated May 14, 2010 (the “Second Amendment”), and that certain Third Amendment to Lease, dated November 28, 2012 (the “Third Amendment”), and that certain Fourth Amendment to Lease, dated June 25, 2014 (the “Fourth Amendment”, together with the Original Overlease, the First Amendment, the Second Amendment, and the Third Amendment, collectively, the “Overlease”) for certain premises located in the building (the “Building”) known as 275 Middlefield Road, Menlo Park, California (collectively, the “Overlease Premises”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 25th, 2015 • Dermira, Inc. • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (the “Amendment”), is made and entered into as of December 23, 2014, by and between SQUARE 1 BANK (“Bank”) and DERMIRA, INC. (“Borrower”).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • September 12th, 2014 • Dermira, Inc. • Pharmaceutical preparations • California
This Severance and Change in Control Agreement is entered into as of September , 2014 (the “Effective Date”) by and between [Name] (the “Executive”) and Dermira, Inc., a Delaware corporation (the “Company”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 7th, 2016 • Dermira, Inc. • Pharmaceutical preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made effective as of the 19th day of September, 2016 (the “Effective Date”), by and between Maruho Co., Ltd., a corporation organized and existing under the laws of Japan with offices at 1-5-22, Nakatsu, Kita-ku, Osaka, 531-0071, Japan (“Maruho”) and Dermira, Inc., a corporation organized and existing under the laws of Delaware with offices at 275 Middlefield Rd., Suite 150, Menlo Park, CA 94025, U.S.A. (“Dermira”). Maruho and Dermira may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
August 4, 2011 Chris GriffithOffer Letter • February 28th, 2017 • Dermira, Inc. • Pharmaceutical preparations
THIRD AMENDMENT TO LEASELease Agreement • August 8th, 2016 • Dermira, Inc. • Pharmaceutical preparations
This Third Amendment to Lease (the “Third Amendment”) is effective as of April 29, 2016 (“Amendment Effective Date”), and is entered into by and between MIDDLEFIELD PARK, a California general partnership (“Landlord”), and DERMIRA, INC., a Delaware corporation (“Tenant”).
OPTION AND LICENSE AGREEMENT BY AND BETWEEN DERMIRA, INC. AND ALMIRALL, S.A. DATE: FEBRUARY 11, 2019Option and License Agreement • May 7th, 2019 • Dermira, Inc. • Pharmaceutical preparations
This Option and License Agreement (the “Agreement”) is made effective as of February 11, 2019 (the “Effective Date”) by and between Dermira, Inc. a company established under the laws of Delaware, having its principal place of business at 275 Middlefield Road, Suite 150, Menlo Park, CA 94025 (“Dermira”) and Almirall, S.A., a company established under the laws of Spain, having its principal place of business at Ronda General Mitre, 151, 08022 Barcelona – Spain (“Almirall”). Dermira and Almirall are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TRANSITION AGREEMENTTransition Agreement • February 22nd, 2018 • Dermira, Inc. • Pharmaceutical preparations
This Transition Agreement (this “Agreement”) is made and entered into as of November 6, 2017, by and between Dermira, Inc., a Delaware corporation (“Dermira”), and UCB Pharma S.A., a limited liability corporation incorporated under the laws of Belgium (“UCB”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Development Agreement (as defined below).
ContractFirst Amendment to License Agreement • May 7th, 2019 • Dermira, Inc. • Pharmaceutical preparations
[*****] Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Redacted information is indicated by brackets.
SECOND AMENDMENT TO LEASELease Agreement • March 4th, 2016 • Dermira, Inc. • Pharmaceutical preparations
This Second Amendment to Lease (this “Amendment”) is effective as of December 4, 2015 (“Amendment Effective Date”), and is entered into by and between MIDDLEFIELD PARK, a California general partnership (“Landlord”), and DERMIRA, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2019 • Dermira, Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of August 5, 2019 (the “First Amendment Effective Date”), is entered into among DERMIRA, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto and ATHYRIUM OPPORTUNITIES III ACQUISITION LP, as Administrative Agent (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
License AgreementLicense Agreement • November 6th, 2017 • Dermira, Inc. • Pharmaceutical preparations
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Almirall and Dermira Enter into Option and License Agreement for European Rights to LebrikizumabOption and License Agreement • February 12th, 2019 • Dermira, Inc. • Pharmaceutical preparations
- Almirall acquires option to license rights to develop and commercialize lebrikizumab for atopic dermatitis in Europe
First Supplemental Indenture Dated as of February 20, 2020 to the Indenture Dated as of May 16, 2017First Supplemental Indenture • February 20th, 2020 • Dermira, Inc. • Pharmaceutical preparations • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of February 20, 2020, is by and between Dermira, Inc., a Delaware corporation (the “Company”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
