ContractWarrant Agreement • February 23rd, 2015 • Sarissa Capital Management LP • Pharmaceutical preparations • New York
PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.
VOTING AGREEMENTVoting Agreement • June 16th, 2016 • Sarissa Capital Management LP • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Voting Agreement”), dated as of June 14, 2016, by and between QLT Inc., a corporation incorporated under the laws of British Columbia (“QLT”), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership and Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (together, the “Stockholder”).
Apricus Biosciences, Inc. 11975 El Camino Real, Suite 300 San Diego, California 92130Subscription Agreement • January 14th, 2016 • Sarissa Capital Management LP • Pharmaceutical preparations • New York
The undersigned (collectively, the “Investors”) hereby severally confirm their respective agreements with Apricus Biosciences, Inc., a Nevada corporation (the “Company”), as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • February 21st, 2014 • Sarissa Capital Management LP • Biological products, (no disgnostic substances) • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of February 20, 2014 by and among ARIAD Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the persons and entities listed on Schedule A hereto (collectively, the “Sarissa Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • April 1st, 2015 • Sarissa Capital Management LP • Pharmaceutical preparations • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of March 29, 2015 by and among AEGERION Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the entities listed on Schedule A hereto (collectively, the “Sarissa Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SECURITIES REPURCHASE AGREEMENTSecurities Repurchase Agreement • April 3rd, 2018 • Sarissa Capital Management LP • Blank checks • Delaware
SECURITIES REPURCHASE AGREEMENT (this “Agreement”), entered into on March 29, 2018 by and between Emmaus Life Sciences, Inc. (“Emmaus”) and Sarissa Capital Offshore Master Fund LP (“Sarissa”), with reference to the following facts:
Apricus Biosciences, Inc. 11975 El Camino Real, Suite 300 San Diego, California 92130 Gentlemen:Subscription Agreement • February 23rd, 2015 • Sarissa Capital Management LP • Pharmaceutical preparations • New York
The undersigned (collectively, the “Investors”) hereby severally confirm their respective agreements with Apricus Biosciences, Inc., a Nevada corporation (the “Company”), as follows:
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • February 21st, 2014 • Sarissa Capital Management LP • Biological products, (no disgnostic substances) • Delaware
This letter agreement shall become effective upon the appointment of the Sarissa Designee to the Board of Directors (the “Board”) of ARIAD Pharmaceuticals, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of February 20, 2014, among the Company and the Sarissa Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, the Sarissa Designee may, if and to the extent he desires to do so, disclose information he obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Compa
AMENDMENT TO WARRANTSWarrant Amendment • January 14th, 2016 • Sarissa Capital Management LP • Pharmaceutical preparations • New York
THIS AMENDMENT TO WARRANTS (this “Amendment”), dated as of January 12, 2016, is by and between Apricus Biosciences, Inc., a Nevada corporation (the “Company”), and the holders named on the signature pages hereto (the “Holders”).
AMENDMENT NO. 1 TO AGREEMENTAmendment No. 1 to Agreement • November 20th, 2015 • Sarissa Capital Management LP • Blank checks
This Amendment No. 1 to Agreement (this “Amendment”) is entered into as of November 19, 2015 by and among the Company, Niihara, and Sarissa in order to amend the Agreement entered into as of September 11, 2013 (the “Original Agreement”) among them and TRW as follows:
APRICUS BIOSCIENCES, INC. AMENDMENT TOWarrant to Purchase Common Stock • March 23rd, 2018 • Sarissa Capital Management LP • Pharmaceutical preparations • New York
This Amendment to Warrant to Purchase Common Stock (this “Amendment”), dated as of March 21, 2018 (the “Effective Date”), is being entered into by and between Apricus Biosciences, Inc., a Nevada corporation (the “Company”) and Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (the “Holder”).
AMENDMENT TO AGREEMENTNomination and Standstill Agreement • March 22nd, 2016 • Sarissa Capital Management LP • Pharmaceutical preparations
This AMENDMENT (the “Amendment”) is made as of March 21, 2016, by and among AEGERION Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the entities listed on Schedule A hereto (collectively, the “Sarissa Group”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • October 23rd, 2015 • Sarissa Capital Management LP • Pharmaceutical preparations • Delaware
This letter agreement shall become effective upon its execution by the parties hereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of March 29, 2015, among the Aegerion Pharmaceuticals, Inc. (the “Company”) and the Sarissa Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, Company Representatives may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of, and in his capacity as a member of, the Board or otherwise as a Company Representative to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive from Company Representatives certain non-public information regarding the Compa
JOINT FILING AGREEMENTJoint Filing Agreement • May 16th, 2014 • Sarissa Capital Management LP • Blank checks
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Emmaus Life Sciences, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 16th day of May, 2014.
JOINT FILING AGREEMENTJoint Filing Agreement • December 5th, 2016 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Novelion Therapeutics Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 5th day of December, 2016.
JOINT FILING AGREEMENTJoint Filing Agreement • May 17th, 2019 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Regulus Therapeutics Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 17th day of May, 2019.
JOINT FILING AGREEMENTJoint Filing Agreement • March 11th, 2019 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Mersana Therapeutics, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 11th day of March, 2019.
JOINT FILING AGREEMENTJoint Filing Agreement • January 25th, 2021 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Mersana Therapeutics, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 25th day of January, 2021.
AMENDMENT TO AGREEMENTAmendment to Agreement • March 18th, 2016 • Sarissa Capital Management LP • Biological products, (no disgnostic substances)
This AMENDMENT (the “Amendment”) is made as of March 17, 2016, by and among ARIAD Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the entities listed on Schedule A hereto (collectively, the “Sarissa Group”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 16th, 2019 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Ironwood Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 16th day of May, 2019.
JOINT FILING AGREEMENTJoint Filing Agreement • January 24th, 2022 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Amarin Corporation plc and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 24th day of January, 2022.
JOINT FILING AGREEMENTJoint Filing Agreement • January 25th, 2021 • Sarissa Capital Management LP • Biological products, (no disgnostic substances)
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of BioCryst Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 25th day of January, 2021.
AGREEMENTAgreement • April 29th, 2015 • Sarissa Capital Management LP • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT (the “Agreement”) is made as of April 28, 2015 by and among ARIAD Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the persons and entities listed on Schedule A hereto (collectively, the “Sarissa Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • February 5th, 2015 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Aegerion Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 5th day of February, 2015.
JOINT FILING AGREEMENTJoint Filing Agreement • March 19th, 2018 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Novelion Therapeutics Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 19th day of March, 2018.
JOINT FILING AGREEMENTJoint Filing Agreement • January 11th, 2023 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Amarin Corporation plc and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 2nd, 2016 • Sarissa Capital Management LP
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Novelion Therapeutics Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 2nd day of December, 2016.
JOINT FILING AGREEMENTJoint Filing Agreement • May 10th, 2021 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Alkermes Public Limited Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 10th day of May, 2021.
JOINT FILING AGREEMENTJoint Filing Agreement • October 29th, 2013 • Sarissa Capital Management LP • Biological products, (no disgnostic substances)
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of ARIAD Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 29th day of October, 2013.
JOINT FILING AGREEMENTJoint Filing Agreement • May 30th, 2019 • Sarissa Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of The Medicines Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 30th day of May, 2019.
ContractWarrant to Purchase Common Stock • June 22nd, 2018 • Sarissa Capital Management LP • Pharmaceutical preparations • New York
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • June 22nd, 2018 • Sarissa Capital Management LP • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT (this “Amendment”) is dated as of June 22, 2018, by and among Sarissa Capital Domestic Fund LP, a Delaware limited partnership (“Sarissa Domestic”), Sarissa Capital Offshore Master Fund LP, a Delaware limited partnership (together with Sarissa Domestic, the “Investors”) and Apricus Biosciences, Inc., a Nevada corporation (the “Company”). The Investors and the Company are each referred to herein by name or, individually, as a “Party” or collectively, as “Parties.”
