SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2020 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2020, between Bellerophon 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”).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • May 12th, 2017 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after six (6) months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bellerophon Therapeutics, Inc., a Delaware corporation corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BELLEROPHON THERAPEUTICS, INC. (a Delaware corporation) [—] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT Dated: [—], 2015Underwriting Agreement • February 3rd, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New York
whether any such swap or transaction is to be settled by delivery of Membership Interests or Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Public Offering.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2017 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 9, 2017, between Bellerophon 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”).
1,923,077 Shares of Common Stock Bellerophon Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2020 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
Introductory. Bellerophon 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 1,923,077 shares of its common stock (the “Shares”), par value $0.01 per share (the “Common Stock”). The 1,923,077 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 288,461 Shares as provided in Section 2. The additional 288,461 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”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are n
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • July 17th, 2020 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2016 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______________, 2016, between Bellerophon 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”).
FORM OF COMMON STOCK PURCHASE WARRANT BELLEROPHON THERAPEUTICS, INC.Common Stock Purchase Warrant • November 21st, 2016 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BELLEROPHON THERAPEUTICS, INC.At Market Issuance Sales Agreement • May 27th, 2016 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR”) and MLV & Co. LLC (“MLV”, each of FBR and MLV individually a “Distribution Agent” and collectively the “Distribution Agents”) as follows:
STRICTLY CONFIDENTIAL Bellerophon Therapeutics, Inc.Exclusive Agency Agreement • March 30th, 2020 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2019 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Bellerophon Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Bellerophon Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
October 14, 2016Exclusive Agency Agreement • November 10th, 2016 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2016 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made by and between Bellerophon Therapeutics, Inc. (the “Company”) and Jonathan M. Peacock (the “Executive”), dated as of March 12, 2016 (this “Agreement”).
BELLEROPHON THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2017 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (“Agreement”) is made as of September 26, 2017 (the “Effective Date”), by and among Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such persons and entities are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser.”
Bellerophon Therapeutics, Inc. Series A Non-Convertible Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • January 30th, 2024 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT, dated as of January 25, 2024, is by and between Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT BY AND AMONG IKARIA DEVELOPMENT SUBSIDIARY ONE LLC AND BIOLINERX LTD. AND BIOLINE INNOVATIONS JERUSALEM L.P.License and Commercialization Agreement • March 31st, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amended and Restated License and Commercialization Agreement (the “Agreement”) is entered into this 26th day of August, 2009, by and among Ikaria Development Subsidiary One LLC, a Delaware limited liability company having a principal place of business at 6 State Route 173, Clinton, NJ 08809, USA (“Ikaria”), BioLineRx Ltd., a corporation organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLineRx Ltd.”), and BioLine Innovations Jerusalem L.P., a limited partnership organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLine Innovations”; together with BioLineRx Ltd., “BioLineRx”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2017 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 26, 2017, by and among Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
Re: Separation Agreement Dear Martin:Separation Agreement • November 14th, 2023 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Agreement”) is to set forth the terms of your transition and separation from Bellerophon Therapeutics, Inc. (the “Company”).
STOCKHOLDERS AGREEMENTStockholders Agreement • March 31st, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
This STOCKHOLDERS AGREEMENT, dated as of February 12, 2015, is made and entered into by and among Bellerophon Therapeutics, Inc., a Delaware corporation (formerly Bellerophon Therapeutics LLC, a Delaware limited liability company), New Mountain Partners II (AIV-A), L.P., a Delaware limited partnership (“NMP-A”), New Mountain Partners II (AIV-B), L.P., a Delaware limited partnership (“NMP-B”), New Mountain Affiliated Investors II, L.P., a Delaware limited partnership (“NMAI”), and Allegheny New Mountain Partners, L.P., a Delaware limited partnership (“ANMP”). Capitalized terms shall have the meanings assigned to them in Section 1.
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 31st, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of February 12, 2015, by and among Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), New Mountain Partners II (AIV-B), L.P., a limited partnership organized under the laws of Delaware (“New Mountain”), New Mountain Partners II Special (AIV-A), L.P., a Delaware limited partnership (“New Mountain Blocker”), ARCH Venture Fund VI, L.P., a limited partnership organized under the laws of Delaware (“ARCH Ventures”), IRDO Holding Corp., a Delaware corporation (“IRDO”), Venrock Associates IV, L.P., a limited partnership organized under the laws of Delaware (“Venrock Associates”), Venrock Partners, L.P., a limited partnership organized under the laws of Delaware (“Venrock Partners”), and Venrock Entrepreneurs Fund IV, L.P., a limited partnership organized under the laws of Delaware (“Venrock Entrepreneurs” and, together with Venrock Associates and Venrock Partners, “Venrock”), Venrock IK Holdings BT, Inc., a D
STOCKHOLDERS AGREEMENTStockholders Agreement • March 31st, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
This STOCKHOLDERS AGREEMENT, dated as of February 12, 2015, is made and entered into by and among Bellerophon Therapeutics, Inc., a Delaware corporation (formerly Bellerophon Therapeutics LLC, a Delaware limited liability company), and Linde North America, Inc. (“Linde”), a Delaware corporation. Capitalized terms shall have the meanings assigned to them in Section 1.
BELLEROPHON THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 21st, 2016 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SEPARATION AND DISTRIBUTION AGREEMENT dated as of February 9, 2014 entered into by and among IKARIA, INC., BELLEROPHON...Separation and Distribution Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of February 9, 2014 (this “Agreement”), is entered into by and among Ikaria, Inc., a Delaware corporation (“Ikaria”), Ikaria Acquisition Inc., a Delaware corporation (together with its successor, Ikaria Acquisition LLC, a Delaware limited liability company “AcquisitionCo”), and Bellerophon Therapeutics LLC, a Delaware limited liability company (“R&DCo”). Each of Ikaria and R&DCo are sometimes referred to herein as a “Party,” and Ikaria and R&DCo are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 of this Agreement.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations
THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of February 9, 2014, by and between Bellerophon Therapeutics LLC, a Delaware limited liability company (“R&DCo”), and Ikaria, Inc., a Delaware corporation (“Ikaria”). In this Agreement, each of R&DCo and Ikaria are sometimes referred to individually as a “Party” and, collectively, as the “Parties.”
Bellerophon Therapeutics LLC Option Agreement Granted Under 2014 Equity Incentive PlanOption Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE CROSS- LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENTExclusive Cross-License, Technology Transfer, and Regulatory Matters Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware
THIS EXCLUSIVE CROSS-LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENT (the “Agreement”), is dated February 9, 2014 (the “Effective Date”) by and between INO Therapeutics LLC, a Delaware limited liability company, d/b/a Ikaria, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”
AGREEMENT NOT TO COMPETENon-Compete Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
This AGREEMENT NOT TO COMPETE (this “Agreement”) is made as of (the “Effective Date”), by and between IKARIA ACQUISITION INC., a Delaware corporation (“Ikaria”), and (“ ”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT, dated as of February 12, 2015, is made and entered into by and among (i) Bellerophon Therapeutics, Inc., a Delaware corporation (formerly Bellerophon Therapeutics LLC, a Delaware limited liability company), (ii) New Mountain Partners II (AIV-A), L.P., a Delaware limited partnership (“NMP II-A”), New Mountain Partners II (AIV-B), L.P., a Delaware limited partnership (“NMP II-B”), New Mountain Affiliated Investors II, L.P., a Delaware limited partnership (“NMAI”), and Allegheny New Mountain Partners, L.P., a Delaware limited partnership (“ANMP” and, collectively with NMP II-A, NMP II-B and NMAI, the “NMP Entities”), (iii) ARCH Venture Fund VI, L.P., a Delaware limited partnership (“ARCH”), (iv) Venrock Partners, L.P., a Delaware limited partnership, Venrock Associates IV, L.P., a Delaware limited partnership, and Venrock Entrepreneurs Fund IV, L.P., a Delaware limited partnership (collectively, the “Venrock Entities”), (v) Linde North America, Inc., a
WARRANT TO PURCHASE SHARES OF COMMON STOCK OFWarrant Agreement • September 27th, 2017 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
This Warrant is issued to [ ], or its registered assigns (including any successors or assigns, the “Purchaser”), pursuant to that certain Securities Purchase Agreement, dated as of September 26, 2017, among Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), the Purchaser and certain other purchasers thereunder (the “Purchase Agreement”) and is subject to the terms and conditions of the Purchase Agreement.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DEVICE CLINICAL SUPPLY AGREEMENTDevice Clinical Supply Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
This Device Clinical Supply Agreement (this “Agreement”) is entered into as of February 9, 2014 (the “Effective Date”) by and between by and between INO Therapeutics LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
AGREEMENT by and between Ikaria, Inc., a Delaware corporation (the “Company”), and Dr. Reinilde Heyrman (the “Employee”), dated as of the 26th day of March, 2012.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DRUG CLINICAL SUPPLY AGREEMENTDrug Clinical Supply Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
This Drug Clinical Supply Agreement (this “Agreement”) is entered into as of February 9, 2014 (the “Effective Date”) by and between by and between INO Therapeutics LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EMPLOYEE MATTERS AGREEMENT by and between IKARIA, INC. and BELLEROPHON THERAPEUTICS LLC dated as of February 9, 2014Employee Matters Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware
This Employee Matters Agreement, dated as of February 9, 2014, is made and entered by and among Ikaria, Inc., a Delaware Corporation (“Ikaria”), and Bellerophon Therapeutics LLC, a Delaware limited liability company (“R&DCo”). Ikaria and R&DCo are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them by the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation and Distribution Agreement”).
March 13, 2015 Dr. Reinilde Heyrman Subject: Amendment to Employment Agreement Dear Reinilde:Employment Agreement • May 15th, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
As we verbally discussed, this letter represents an amendment (the “Amendment”) to the Employment Agreement, dated as of March 26, 2012, between you and Ikaria, Inc. (“Ikaria”), which Employment Agreement was assumed by Bellerophon Therapeutics, Inc. (“Bellerophon”) in connection with Bellerophon’s spin-out from Ikaria in February 2014 (the “Employment Agreement”).
Re: Retention AgreementRetention Agreement • August 13th, 2018 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This letter (the “Agreement”) sets forth the terms and conditions of the retention arrangement between yourself and Bellerophon Therapeutics, Inc. (the “Company”).
