OFFICE LEASE BY AND BETWEEN DWF III GATEWAY, LLC, a Delaware limited liability company, AS LANDLORD AND BIOTIE THERAPIES, INC., a Delaware corporation, AS TENANT for Premises at Suite 350 701 Gateway Boulevard South San Francisco, CaliforniaOffice Lease • May 14th, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
This Office Lease (this “Lease”) is entered and dated for reference purposes only as August 20, 2013 (the “Lease Reference Date”), by and between “Landlord” and “Tenant” (as such terms are defined below).
Combination AgreementCombination Agreement • January 19th, 2016 • Biotie Therapies Corp. • Pharmaceutical preparations
The 2011 Option Rights, the 2014 Option Rights, the 2016 Option Rights, the 2011 Share Rights, the 2014 Share Rights, the Swiss Options Rights and the Warrants that have been granted to holders (other than the Company or any of its subsidiaries) are hereinafter jointly referred to as the “Outstanding Equity Instruments”.
Subscription Agreement concerning subscription of convertible promissory notes and warrants in Biotie Therapies Corp. Dated 23 April 2015 Between BIOTIE THERAPIES CORP. as the issuer and VIVO CAPITAL FUND VIII, L.P., VIVO CAPITAL SURPLUS FUND VIII,...Registration Rights Agreement • June 4th, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
AMENDMENT TO MANAGING DIRECTOR AGREEMENTManaging Director Agreement • March 11th, 2016 • Biotie Therapies Corp. • Pharmaceutical preparations
This Amendment to the Managing Director Agreement enters into force with effect from the closing of the share transfer with elbion GmbH and shall be of unlimited duration.
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Biotie Therapies Corp. • May 14th, 2015 • Pharmaceutical preparations
Reference is made to the License and Commercialization Agreement effective as of November 21, 2006, as amended (the “Agreement”) between Medarex, Inc., now a wholly-owned subsidiary of Bristol-Myers Squibb Company (“BMS”) and BioTie Therapies Corporation (“BioTie”).
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...License and Commercialisation Agreement • April 21st, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
The Parties hereby acknowledge and agree to include this Amendment to be an integral part of the Agreement and extend, supplement, vary, change, modify and amend the Agreement as set forth herein. The change shall become effective only upon notification by Lundbeck in writing of its entering into a Co-Promotion and Distribution Agreement with Whanin Pharmaceutical Co. Ltd. regarding the distribution and sale of the Product in the Republic of Korea, referred to in Section 3 below.
REGISTRATION RIGHTS AGREEMENT dated as of May 28, 2015 among BIOTIE THERAPIES CORP. and THE INVESTORS PARTY HERETORegistration Rights Agreement • June 4th, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations • New York
TERMINATION AND TRANSITION AGREEMENTTermination and Transition Agreement • April 21st, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations • New York
This Termination and Transition Agreement (“Termination and Transition Agreement”) is made and entered into as of August 22, 2014 (the “Termination and Transition Effective Date”) by and between Biotie Therapies Inc. (formerly Synosia Therapeutics, Inc.), a corporation organized under the laws of the State of Delaware, with its principal office at 701 Gateway Blvd, Suite 350, South San Francisco, California 94080, United States (“Biotie Inc.”); Biotie Therapies AG (formerly Synosia Therapeutics AG and successor in the merger between Biotie Therapies AG and Biotie Therapies Holding AG (formerly Synosia Therapeutics Holding AG)), a company organized under the laws of Switzerland, with its principal office at Kohlenberg 3, 4051 Basel, Switzerland (“Biotie AG” and, collectively with Biotie Inc., “Biotie”) on the one hand, and UCB Biopharma S.P.R.L., a company organized under the laws of Belgium, with its principal office at Allée de la Recherche 60, B-1070 Brussels, Belgium (“UCB”), on the
AMENDMENT NO. 1 TO LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • May 14th, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO LICENSE AND COMMERCIALIZATION AGREEMENT (“Amendment No. 1”) is made and entered into effective as of June 13, 2007, (the “Amendment No. 1 Date”) by and between, on the one hand, BIOTIE THERAPIES CORP. (“BioTie”) and, on the other hand, MEDAREX, INC. and GENPHARM INTERNATIONAL, INC., a wholly owned subsidiary of Medarex, Inc., (together “Medarex”), each being referred to herein as a “Party” and together, the “Parties.”
Indemnification AgreementIndemnification Agreement • March 11th, 2016 • Biotie Therapies Corp. • Pharmaceutical preparations
This indemnification agreement (the “Agreement”) is entered into, as authorized by the Board of Directors of Biotie Therapies Corp. in its meeting held on 18 January 2016, and made between:
BIOTIE THERAPIES CORP. [●] Ordinary Shares to be represented by [●] American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations • New York
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...License and Commercialisation Agreement • May 14th, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
The Parties acknowledge and agree hereby to include this Amendment to be an integral part of the Agreement and extend, supplement, vary, change, modify and amend the Agreement as set forth herein. The changes shall become effective upon payment of the execution fee referred to in Section 4 below.
BIOTIE THERAPIES CORP. [●] Ordinary Shares to be represented by [●] American Depositary Shares FORM OF UNDERWRITING AGREEMENTBiotie Therapies Corp. • June 4th, 2015 • Pharmaceutical preparations • New York
Biotie Therapies Corp., a public limited liability company organized under the laws of the Republic of Finland (the “Company”), proposes to issue to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom RBC Capital Markets, LLC and Stifel, Nicolaus & Company, Incorporated are acting as representatives (the “Representatives”) an aggregate of [●] ordinary shares, no nominal value per share, of the Company (“Ordinary Shares”), which will be represented by [●] American Depositary Shares (“American Depositary Shares,” and such American Depositary Shares, the “Firm ADSs”). The Company also proposes to issue to the several Underwriters up to an additional [●] Ordinary Shares which will be represented by [●] American Depositary Shares (the “Option ADSs”). The Firm ADSs and the Option ADSs are hereinafter referred to collectively as the “ADSs.” The Ordinary Shares which will be represented by the ADSs are herein called the “Underlying Shares”. Each ADS will initially
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...License Agreement • May 14th, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations • Delaware
WHEREAS, Synosia possesses expertise to conduct innovative clinical studies to enable rapid assessment of the clinical potential of compounds in various central nervous system indications;
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...License and Commercialisation Agreement • April 21st, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
The Parties hereby acknowledge and agree to include this Amendment to be an integral part of the Agreement and extend, supplement, vary, change, modify and amend the Agreement as set forth herein. The change shall become effective only upon payment of the execution fee referred to in Section 3 below.
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...License and Commercialisation Agreement • April 21st, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
The Parties acknowledge and agree hereby to include this Amendment to be an integral part of the Agreement and extend, supplement, vary, change, modify and amend the Agreement as set forth herein. The changes shall become effective only upon payment of the execution fee referred to in Section 4 below.
Synosia Therapeutics, Inc. 601 Gateway Boulevard, Suite 1200 South San Francisco, CA 94080 USA Attention: Chief Executive Officer Synosia Therapeutics AG Aeschenvorstadt 36 4051 Basel Switzerland Attention: Chief Business OfficerLicense Agreement • May 14th, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
Reference is made to the Amended and Restated License Agreement (“License Agreement”) dated December 10, 2008 by and between Roche Palo Alto LLC, Hoffmann-La Roche Inc. and F.Hoffmann-La Roche Ltd (collectively, “Roche”), and Synosia Therapeutics, Inc. and Synosia Therapeutics AG (collectively, “Synosia”). Capitalized terms used but not otherwise defined in this letter agreement shall have the meanings provided in the License Agreement.
BioTie Therapies Corp. Tykistökatu 6 20520 Turku FinlandBiotie Therapies Corp. • April 21st, 2015 • Pharmaceutical preparations
PRIVATE & CONFIDENTIAL DATED: 2 January 2013 DAVID COOK and BIOTIE THERAPIES CORP. EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • March 11th, 2016 • Biotie Therapies Corp. • Pharmaceutical preparations
WHEREAS the Nomination and Remuneration Committee of the Board of Directors of the Company (the “Board”) has approved the terms of this Agreement under which the Executive is to be employed (the “Employment”).
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...License and Commercialisation Agreement • April 21st, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
The Parties hereby acknowledge and agree to include this Amendment to be an integral part of the Agreement and extend, supplement, vary, change, modify and amend the Agreement as set forth herein.
LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • May 14th, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations • New York
THIS LICENSE AND COMMERCIALIZATION AGREEMENT (the “Agreement”), effective as of November 21, 2006 (the “Effective Date”), is entered by and between MEDAREX, INC., a New Jersey corporation, with a principal place of business at 707 State Road, Princeton, New Jersey 08540, GENPHARM INTERNATIONAL, INC., a wholly owned subsidiary of Medarex, Inc., (together “Medarex”), and BIOTIE THERAPIES CORP., a Finnish corporation with a principal place of business at Tykistokatu 6, FIN-20520 Turku, Finland (“BioTie”). Medarex and BioTie are referred together as “Parties” or individually as “Party”.
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Biotie Therapies Corp. • May 14th, 2015 • Pharmaceutical preparations
LICENSE AND COMMERCIALISATION AGREEMENT BETWEEN BIOTIE THERAPIES CORP. Tykistökatu 6 20520 Turku Finland (Hereinafter referred to as “BioTie”) - and - Ottiliavej 9 DK 2500 Valby Denmark (Hereinafter referred to as “Lundbeck”)Exclusive License Agreement • April 21st, 2015 • Biotie Therapies Corp. • Pharmaceutical preparations
UNOFFICIAL TRANSLATION FROM FINNISH CEO AGREEMENTCeo Agreement • March 11th, 2016 • Biotie Therapies Corp. • Pharmaceutical preparations
Biotie Therapies Corp. (the “Company”) and Timo Veromaa (the “President and CEO”) have today entered into the following CEO Agreement (the “Agreement”).
