SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2021 • VYNE Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2021, between VYNE Therapeutics 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2018 • Menlo Therapeutics, Inc. • Pharmaceutical preparations • New York
Introductory. Menlo Therapeutics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of shares of its common stock, par value $ per share (the “Shares”). The Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional Shares as provided in Section 2. The additional Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Piper Jaffray & Co (“Piper Jaffray”) and Guggenheim Securities LLC (“Guggenheim”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2017 • Menlo Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _________, 20__, by and between Menlo Therapeutics Inc., a Delaware corporation (the “Company”), and _________ (“Indemnitee”).
VYNE Therapeutics Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 12th, 2021 • VYNE Therapeutics Inc. • Pharmaceutical preparations • New York
VYNE Therapeutics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
VYNE THERAPEUTICS INC. $50,000,000 SALES AGREEMENTSales Agreement • March 1st, 2024 • VYNE Therapeutics Inc. • Pharmaceutical preparations • New York
PURCHASE AGREEMENTPurchase Agreement • March 15th, 2022 • VYNE Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 15, 2022, is made by and between VYNE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2023 • VYNE Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2023, between VYNE Therapeutics 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2022 • VYNE Therapeutics Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2022, is entered into by and between VYNE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
27,050,000 Shares MENLO THERAPEUTICS INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2020 • Menlo Therapeutics Inc. • Pharmaceutical preparations • New York
Unaudited Pro Forma Condensed Consolidated Financial InformationAsset Purchase Agreement • January 14th, 2022 • VYNE Therapeutics Inc. • Pharmaceutical preparations
On January 12, 2022 (the “Effective Date”), VYNE Therapeutics Inc. (the “Company” or “VYNE”) entered into an Asset Purchase Agreement (the “Agreement”) with Journey Medical Corporation (“Journey” or “Buyer”) pursuant to which the Company sold its Molecule Stabilizing Technology (MSTTM) franchise, including AMZEEQ®, ZILXI®, and FCD105 (the “MST Franchise”), to Journey. The assets include certain contracts, including the license agreement with Cutia Therapeutics (HK) Limited (“Cutia”), inventory and intellectual property related to the MST Franchise (together, the “Assets”). Pursuant to the Agreement, the Buyer assumed certain liabilities of the MST Franchise including, among others, those arising from VYNE’s patent infringement suit initiated against Padagis Israel Pharmaceuticals Ltd. There were no current or long-term liabilities recorded by the Company which were transferred to the Buyer. The sale was consummated concurrently with the execution of the Purchase Agreement.
FORM OF MENLO VOTING AGREEMENTVoting Agreement • November 12th, 2019 • Menlo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of [ ], 2019, between Foamix Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel and registered under No. 51-336881-1 with the Israeli Registrar of Companies (“Foamix”), and [•] (the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • January 18th, 2018 • Menlo Therapeutics, Inc. • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into as of August 10, 2016 (the “Effective Date”) by and between MENLO THERAPEUTICS INC., a corporation organized and existing under the laws of Delaware having a principal place of business at 4085 Campbell Avenue, Suite 200, Menlo Park, CA 94025 (“MTI”), and TORII PHARMACEUTICAL CO., LTD., a Japanese corporation having a principal place of business at Torii Nihonbashi Building, 4-1, Nihonbashi-Honcho 3-chome, Chuo-ku, Tokyo, 103-8439, Japan (“Torii”) and JAPAN TOBACCO INC., a Japanese corporation having a principal place of business at JT Bldg. 2-1, Toranomon 2-chome, Minato-ku, Tokyo 105- 8422, Japan (“JT”). Torii and JT may be jointly referred to as “Licensee”. Licensee and MTI may each be referred to as a “Party” or collectively be referred to as the “Parties”.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 11th, 2020 • Menlo Therapeutics Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March _9, 2020, is made by and among Foamix Pharmaceuticals Inc., a Delaware corporation (the “Borrower”), Menlo Therapeutics Inc., a Delaware corporation (the “Parent Guarantor”), Foamix Pharmaceuticals Ltd., an Israeli limited liability company (the “Israeli Guarantor”), certain Subsidiaries of the Parent Guarantor party hereto or having acceded hereto pursuant to Section 22 (each a “Subsidiary Guarantor” and, together with the Parent Guarantor and the Israeli Guarantor, the “Guarantors”, and together with the Borrower, each a “Grantor” and, collectively, the “Grantors”), and PERCEPTIVE CREDIT HOLDINGS II, LP, as administrative agent for the Lenders referred to below (in such capacity, the “Administrative Agent”).
EXCLUSIVE LICENSE AGREEMENT by and between MERCK SHARP & DOHME CORP. and TIGERCAT PHARMA, INC. (and, for purposes of Sections 9.01 and11.02, VELOCITY PHARMACEUTICAL HOLDINGS, LLC)Exclusive License Agreement • January 18th, 2018 • Menlo Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), dated as of December 21, 2012 (the “Effective Date”), is by and between MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey (“Merck”), TIGERCAT PHARMA, INC., a corporation organized and existing under the laws of Delaware (“Tigercat”) and, for purposes of Sections 9.01 and 11.02 only, VELOCITY PHARMACEUTICAL HOLDINGS, LLC, a corporation organized and existing under the laws of Delaware (“VPH”). Merck and Tigercat are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1Offer Letter • May 7th, 2018 • Menlo Therapeutics Inc. • Pharmaceutical preparations
This Amendment No. 1 to Offer Letter (the “Amendment”) is entered into as of May 3, 2018, by and between Menlo Therapeutics Inc., a Delaware corporation (the “Company”) and Paul Kwon (“Executive”).
SUBLEASESublease • December 28th, 2017 • Menlo Therapeutics, Inc. • Pharmaceutical preparations
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of September 19, 2017, and is made by and between Relypsa, Inc., a Delaware corporation (“Sublessor”), and Menlo Therapeutics, Inc., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
MENLO THERAPEUTICS INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 28th, 2017 • Menlo Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of June 28, 2017, by and among Menlo Therapeutics Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto (each an “Investor” and collectively the “Investors”).
CONSULTING AGREEMENTConsulting Agreement • December 28th, 2017 • Menlo Therapeutics, Inc. • Pharmaceutical preparations • California
This CONSULTING AGREEMENT ("Agreement"), made as of March 8, 2016, ("the Effective Date") is entered into by Tigercat Pharma, Inc, ("Company"), and David Collier, an individual ("Consultant").
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 4th, 2019 • Menlo Therapeutics Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”) is made and entered into as of December 4, 2019 by and among Menlo Therapeutics Inc., a Delaware corporation (“Menlo”), Giants Merger Subsidiary, Ltd., a company incorporated under the laws of the State of Israel and registered under No. 516103165 with the Israeli Registrar of Companies, and a direct, wholly-owned subsidiary of Menlo (“Menlo Merger Sub”) and Foamix Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel and registered under No. 51-336881-1 with the Israeli Registrar of Companies (“Foamix”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS...Asset Purchase Agreement • January 13th, 2022 • VYNE Therapeutics Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 12, 2022, is made by and between Journey Medical Corporation, a Delaware corporation (“Buyer”), and VYNE Therapeutics Inc., a Delaware corporation (“Seller”).
AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY dated as of March 9, 2020 by and among FOAMIX PHARMACEUTICALS INC., as the Borrower, MENLO THERAPEUTICS INC., as the Parent Guarantor, FOAMIX PHARMACEUTICALS LTD., as the Israeli Guarantor, THE...Credit Agreement • May 11th, 2020 • Menlo Therapeutics Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED Credit Agreement and Guaranty, dated as of March 9, 2020 (this “Agreement”), by and among Foamix Pharmaceuticals Inc., a Delaware corporation (the “Borrower”), Foamix Pharmaceuticals Ltd., an Israeli limited liability company (the “Israeli Guarantor”), Menlo Therapeutics Inc., a Delaware corporation (the “Parent Guarantor”), certain Subsidiaries of the Parent Guarantor from time to time party hereto, Perceptive Credit Holdings II, LP, OrbiMed Royalty & Credit Opportunities III, LP, and each other lender that may from time to time become a party hereto (each a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
EVALUATION AND OPTION AGREEMENTEvaluation and Option Agreement • November 10th, 2021 • VYNE Therapeutics Inc. • Pharmaceutical preparations • England and Wales
This Evaluation and Option Agreement (“Option Agreement”) is entered into as of April 30, 2021 (the “Effective Date”) by and between, on the one hand, In4Derm Limited, a company incorporated and registered in Scotland with company number SC651132 with a place of business at 15 Luke Place, Broughty Ferry, Dundee, Scotland, DD5 3BN (“In4Derm”), and, on the other hand, VYNE Therapeutics Inc., a Delaware corporation with a principal place of business at 520 U.S. Highway 22, Suite 204, Bridgewater, NJ 08807 (“VYNE”). In4Derm and VYNE may be referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENT (ORAL)License Agreement • August 14th, 2023 • VYNE Therapeutics Inc. • Pharmaceutical preparations • England and Wales
This LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of April 28, 2023 (the “Effective Date”) by and between, on the one hand, TAY THERAPEUTICS LIMITED (formerly known as In4Derm Limited), a company incorporated and registered in Scotland with company number SC651132 with a place of business at Dundee University Incubator, 3 James, Lindsay Place, Dundee, DD1 5JJ (“Tay”), and, on the other hand, VYNE THERAPEUTICS INC., a Delaware corporation with a principal place of business at 685 Route 202/206, Suite 301A, Bridgewater, NJ 08807 (“VYNE”). Tay and VYNE may be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1Offer Letter • May 7th, 2018 • Menlo Therapeutics Inc. • Pharmaceutical preparations
This Amendment No. 1 to Offer Letter (the “Amendment”) is entered into as of May 3, 2018, by and between Menlo Therapeutics Inc., a Delaware corporation (the “Company”) and Steven Basta (“Executive”).
David DomzalskiEmployment Agreement • May 11th, 2020 • Menlo Therapeutics Inc. • Pharmaceutical preparations • New Jersey
This letter agreement (the “Agreement”) contains the terms and conditions of your employment with Foamix Pharmaceuticals Inc. (the “Company”), a subsidiary of Menlo Therapeutics Inc. (“Menlo”), effective as of March 9, 2020 the (the “Effective Date”). Unless stated otherwise below, this Agreement will supersede your previous employment agreement with the Company, dated November 27, 2017 (the “Previous Employment Agreement”). You may be interchangeably referred to as “you” or “the Executive” within this Agreement. Additionally, where the context permits, references to “the Company” shall include the Company, its subsidiaries and affiliates and any successor thereto. The terms and conditions of this Agreement are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2023 • VYNE Therapeutics Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
Professional Services AgreementProfessional Services Agreement • August 1st, 2019 • Menlo Therapeutics Inc. • Pharmaceutical preparations • California
This Professional Services Agreement (this “Agreement”), dated June 1, 2019 (the “Effective Date”), is by and between Menlo Therapeutics Inc., (“Company”), and Mary Spellman, M.D. (“Consultant”) (each a “Party” and, together, the “Parties”).
Termination of Employment Agreement and ReleaseTermination of Employment Agreement and Release • May 11th, 2020 • Menlo Therapeutics Inc. • Pharmaceutical preparations
This Termination of Employment and Release Agreement (this "Agreement") is entered by and between Foamix Pharmaceuticals Ltd. (the "Company") on the first part and Ilan Hadar I.D. No. 024298218 (the "Employee") on the second part;
CONTINGENT STOCK RIGHTS AGREEMENT by and between Menlo Therapeutics Inc. and American Stock Transfer & Trust Company, LLC as Rights Agent Dated as of March 9, 2020Contingent Stock Rights Agreement • March 10th, 2020 • Menlo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT STOCK RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2020, is entered into by and between Menlo Therapeutics Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).
Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed. LICENSE AGREEMENTLicense Agreement • August 6th, 2020 • Menlo Therapeutics Inc. • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is entered into as of April 21, 2020 (the “Effective Date”) by and between Foamix Pharmaceuticals Ltd., a company organized and existing under the laws of the State of Israel and having a place of business at 2 Holzman Street, Rehovot Science Park, Rehovot, Israel (“Foamix”), and Cutia Therapeutics (HK) Limited, a company organized and existing under the laws of Companies Ordinance (Chapter 622 of the laws of Hong Kong) and having a place of business at Unit 402, 4/F Fairmont Hse No 8 Cotton Tree Drive Admiralty Hong Kong (“Cutia”). Foamix and Cutia are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONTINGENT STOCK RIGHTS AGREEMENT by and between Menlo Therapeutics Inc. and as Rights Agent Dated as of [●]Contingent Stock Rights Agreement • November 12th, 2019 • Menlo Therapeutics Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT STOCK RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Menlo Therapeutics Inc., a Delaware corporation (the “Company”), and [●], as Rights Agent (the “Rights Agent”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. LICENSE AGREEMENT...License Agreement • November 10th, 2021 • VYNE Therapeutics Inc. • Pharmaceutical preparations • England and Wales
This License Agreement (the “Agreement”) is made and entered into effective as of August 9, 2021 (the “Effective Date”) by and between, on the one hand, In4Derm Limited, a company incorporated and registered in Scotland with company number SC651132 with a place of business at 15 Luke Place, Broughty Ferry, Dundee, Scotland, DD5 3BN (“In4Derm”), and, on the other hand, VYNE Therapeutics Inc., a Delaware corporation with a principal place of business at 520 U.S. Highway 22, Suite 204, Bridgewater, NJ 08807 (“VYNE”). In4Derm and VYNE may be referred to herein individually as a “Party” and collectively as the “Parties”.
If the foregoing accurately reflects our understanding, kindly sign and date this letter and return to the undersigned at the address above. Very truly yours, VYNE Therapeutics Inc. By: /s/ David Domzalski Name: David Domzalski Title: Chief Executive...Evaluation and Option Agreement • August 12th, 2022 • VYNE Therapeutics Inc. • Pharmaceutical preparations • England and Wales
AMENDMENT NO. 1 TO OFFER LETTEROffer Letter • November 7th, 2018 • Menlo Therapeutics Inc. • Pharmaceutical preparations
This Amendment No. 1 to Offer Letter (the “Amendment”) is entered into as of April 22, 2018, by and between Menlo Therapeutics Inc., a Delaware corporation (the “Company”) and Mary Spellman (“Executive”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.Evaluation and Option Agreement • May 11th, 2023 • VYNE Therapeutics Inc. • Pharmaceutical preparations
Reference is made to the Evaluation and Option Agreement (the “OLA”) dated as of April 30, 2021 by and between Tay Therapeutics (formerly known as In4Derm Limited) (“Tay”) and VYNE Therapeutics Inc. (“VYNE”), as amended by the letter agreements between Tay and VYNE dated as of June 15, 2022, July 30, 2021, November 9, 2021, and January 26, 2023. Capitalized terms used in this letter but not otherwise defined shall have the meanings ascribed to them in the OLA.
