Aurinia Pharmaceuticals Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], Debt SecuritiesIndenture • November 19th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 20 , among Aurinia Pharmaceuticals Inc., an Alberta corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
AURINIA PHARMACEUTICALS INC. AND , AS WARRANT AGENT FORM OF COMMON SHARES WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 19th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS COMMON SHARES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between AURINIA PHARMACEUTICALS INC., an Alberta corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AURINIA PHARMACEUTICALS INC. (existing under the Business Corporations Act (Alberta)) Controlled Equity OfferingSMAurinia Pharmaceuticals Inc. • November 19th, 2021 • Pharmaceutical preparations • New York
Aurinia Pharmaceuticals Inc., a company existing under the Business Corporations Act (Alberta) (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
AURINIA PHARMACEUTICALS INC. Common Shares (no par value per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 22nd, 2016 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Aurinia Pharmaceuticals Inc., a company incorporated under the Business Corporations Act (Alberta) (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
AURINIA PHARMACEUTICALS INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 19th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between AURINIA PHARMACEUTICALS INC., an Alberta corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTSMAurinia Pharmaceuticals Inc. • November 30th, 2018 • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • September 13th, 2019 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
UNDERWRITING AGREEMENT 13,333,334 Common Shares AURINIA PHARMACEUTICALS INC. (incorporated under the Business Corporations Act (Alberta))Underwriting Agreement • July 23rd, 2020 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Aurinia Pharmaceuticals Inc., a company incorporated under the Business Corporations Act (Alberta) (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Jefferies LLC (“Jefferies”) and SVB Leerink LLC (“SVB Leerink”) are acting as the representatives (the “Representatives”), an aggregate of 13,333,334 common shares (each, a “Firm Share”), no par value, of the Company (the “Common Shares”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,000,000 additional Common Shares (the “Option Shares” and, together with the Firm Shares, the “Shares”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2014 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 14, 2014 by and among Aurinia Pharmaceuticals Inc., a Canadian corporation (the “Company”), and the “Subscribers” parties hereto.
EXECUTIVE EMPLOYMENT AGREEMENT AURINIA PHARMACEUTICALS INC.Executive Employment Agreement • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
This Agreement confirms the terms and conditions of your employment by the Corporation and will constitute your employment agreement. Those terms and conditions are set out below:
SOFTGEL COMMERCIAL SUPPLY AGREEMENTSoftgel Commercial Supply Agreement • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New Jersey
This Softgel Commercial Supply Agreement ("Agreement") is made as of this 28th day of August 2020 ("Effective Date"), by and between Aurinia Pharmaceuticals Inc., an Alberta Canada corporation, with a place of business at 1203-4464 Markham St., Victoria, British Columbia V8Z 7X8, Canada ("Client"), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873 ("Catalent").
CONFIDENTIAL – NOT FOR DISCLOSURE VIA ELECTRONIC MAILAurinia Pharmaceuticals Inc. • May 2nd, 2024 • Pharmaceutical preparations • Maryland
Effective as of the Termination Date, you are to cease all efforts on behalf of the Corporation – you are not to hold yourself out as an employee, agent, or authorized representative of the Corporation, negotiate or enter into any agreements on behalf of the Corporation, or otherwise bind the Corporation in any way.
COLLABORATION AND LICENSE Agreement by and between AURINIA PHARMACEUTICALS INC. and OTSUKA PHARMACEUTICAL CO., LTD. DECEMBER 17, 2020Collaboration and License Agreement • December 30th, 2020 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
ISOTECHNIKA PHARMA INC. and AURINIA PHARMACEUTICALS INC. and ILJIN LIFE SCIENCE CO. LTD. ARRANGEMENT AGREEMENT August 6, 2013Arrangement Agreement • June 19th, 2014 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
ISOTECHNIKA PHARMA INC., a corporation formed and existing under the Business Corporations Act (Alberta) and having its principal office at 5120-75th Street, Edmonton, Alberta, Canada;
ContractSettlement Agreement • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • Alberta
This tripartite Settlement agreement is made on April 3 2013 by and among Isotechnika Pharma Inc., incorporated pursuant to the laws of Alberta, Canada and having their principal office at 5120-751h St. Edmonton Alberta, Canada T6ER-6W2, ("ISOTECHNIKA") ILJIN Life Science Co. Ltd., a corporation, with its principal office at ILJIN Building, 50-1 Dowha-Dong, Mapo-Gu, Seoul, Korea ("ILJIN"), and Aurinia Pharmaceuticals Inc., incorporated pursuant to the laws of British Columbia, Canada having their principal office at #1203-4464 Markham St. Victoria, British Columbia Canada V8Z 7X8. ("AURINIA"). Collectively ISOTECHNIKA, ILJIN and AURINIA are referred to as the "Parties"
INDEMNITY AGREEMENTIndemnity Agreement • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • Alberta
IN WITNESS WHEREOF in consideration of the premises and the sum of ONE DOLLAR ($1.00) now paid by the Executive to Aurinia (the receipt and sufficiency of which is acknowledged by Aurinia) and in consideration of the mutual promises and covenants herein contained, the parties agree as follows:
EMPLOYMENT AGREEMENT AURINIA PHARMA U.S., INC.Employment Agreement • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Employment Agreement ("Agreement'') sets forth the terms and conditions of your employment with Aurinia Pharma U.S., Inc. (the "Corporation "), a Delaware corporation and wholly owned subsidiary of Aurinia Pharmaceuticals Inc., a corporation under the laws of the Province of Alberta ("Parent'), and will constitute your employment agreement. Those terms and conditions are set out below:
OFFICE LEASE between BOF II MD 77 UPPER ROCK LLC, (Landlord) and AURINIA PHARMA U.S., INC. (Tenant) 77 UPPER ROCK CIRCLE Rockville, MarylandOffice Lease • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • Maryland
purchase and install Tenant’s telecommunication cabling and equipment, (iii) so-called “soft costs” (including permitting fees), and (iv) upon written notice to Landlord, the next coming Base Rent due under the Lease. Any portion of the Tenant Improvement Allowance not used by Tenant in accordance with the terms of this Work Letter within [redacted] after the Effective Date of the Lease shall be deemed forfeited by Tenant. All of the Tenant Work paid for by Landlord shall be the property of Landlord and shall be depreciated by Landlord.
Manufacturing Services Agreement (the “Agreement”)Services Agreement • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
VANCOUVER ISLAND TECHNOLOGY PARKAurinia Pharmaceuticals Inc. • February 24th, 2021 • Pharmaceutical preparations • British Columbia
THIS LEASE, dated for reference this 30th day of October , 2020 is made by the Landlord and Tenant named below who, in consideration of the covenants in this Lease, agree as follows:
Re: Revised Transition and Separation Agreement Dear Erik:Aurinia Pharmaceuticals Inc. • February 24th, 2021 • Pharmaceutical preparations • Illinois
This letter sets forth the terms of the transition and separation agreement (the “Agreement') that Aurinia Pharma U.S., Inc. (the "Company"), a Delaware corporation and a wholly owned subsidiary of Aurinia Pharmaceuticals Inc., a corporation under the laws of the Province of Alberta ("Parent") is offering to you to aid in your employment transition.
Re: Executive Employment Agreement with Aurinia Pharmaceuticals Inc.Aurinia Pharmaceuticals Inc. • February 24th, 2021 • Pharmaceutical preparations • British Columbia
We are pleased to offer you employment with Aurinia Pharmaceuticals Inc. (the "Company") as the Company's Executive Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer. This offer is subject to your acceptance of the terms and conditions set forth in this Executive Employment Agreement (this "Employment Agreement") and the attached Employee Confidentiality, Intellectual Property, and Restrictive Covenant Agreement (the "Confidentiality Agreement"). This offer will expire on October 15, 2020, unless extended in writing by the Company. Please indicate your acceptance of this offer by signing and returning a copy of this Employment Agreement and the attached Confidentiality Agreement to me by email in PDF format to [redacted] no later than this date. The terms and conditions of your employment with the Company are set out below.
EXECUTIVE EMPLOYMENT AGREEMENT AURINIA PHARMA U.S., INC.Executive Employment Agreement • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • Maryland
This Agreement confirms the terms and conditions of your employment by Aurinia Pharma U.S., Inc. (the “Corporation”), a Delaware corporation and a wholly-owned subsidiary of Aurinia Pharmaceuticals Inc., a corporation under the laws of the Province of Alberta (“Parent”), and will constitute your employment agreement. The terms and conditions of your employment are set out below:
AURINIA PHARMACEUTICALS INC. SUBSCRIPTION AGREEMENT INSTRUCTIONSSubscription Agreement • June 19th, 2014 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
Subscription forms (including appendices) should be filled out, signed, and delivered with payment, by no later than 5:00 p.m. (Pacific Standard time) on February 12, 2014 (or such other time, date or place as the Subscriber may be advised) to:
OFFICE LEASEOffice Lease • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
Page Part 1 DEFINITIONS/SCHEDULES 5 1.1 Defined Terms 5 1.2 Schedules 13 Part 2 INTENT 13 2.1 Net Lease 13 Part 3 PREMISES, TERM 13 3.1 Demise 13 Part 4 RENT AND ADDITIONAL RENT 13 4.1 Covenant to Pay Rent 13 4.2 Basic Rent 13 4.3 Certification of Rentable Area. 14 4.4 Additional Rent 14 4.5 Payment of Additional Rent 16 4.6 Method of Payment 16 4.7 Dispute as to Costs 16 4.8 Security Deposit 17 Part 5 ALLOCATIONS OF HVAC COSTS AND ELECTRICAL COSTS 17 5.1 Allocation of HVAC Costs 17 5.2 Allocation of Electrical Costs 17 Part 6 USE OF PREMISES AND TENANT COVENANTS 17 6.1 Permitted Business 17 6.2 Conduct of Business 17 6.3 Display of Name of Tenant 17 6.4 No Canvassing 17 6.5 Operations by Tenant 17 6.6 Relocation of the Premises 18
ConfidentialRiptide Aurinia Collaboration & License AgreementBetweenAurinia Pharmaceuticals Inc.andRiptide Bioscience, Inc. Effective Date: August 16, 2021License Agreement • August 17th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Riptide Aurinia Collaboration & License Agreement (the “Agreement”) is entered into as of August 16, 2021 (the “Effective Date”), by Aurinia Pharmaceuticals Inc., an Alberta corporation having offices at #1203-4464 Markham Street, Victoria, BC V8Z 7X8 Canada (“Aurinia”) and Riptide Bioscience, Inc., a corporation duly organized and existing under the laws of Delaware, having offices at 941 Railroad Avenue, Vallejo, California 94592 USA (“Riptide”). Both Aurinia and Riptide are referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENT AURINIA PHARMA U.S., INC.Employment Agreement • February 24th, 2021 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Employment Agreement (''Agreement'') sets forth the terms and conditions of your employment with Aurinia Pharma U.S., Inc. (the "Corporation"), a Delaware corporation and wholly owned subsidiary of Aurinia Pharmaceuticals Inc., a corporation under the laws of the Province of Alberta ("Parent'), and will constitute your employment agreement. Those terms and conditions are set out below:
Manufacturing Collaboration and Services Agreement (the “Agreement”)Collaboration and Services Agreement • March 9th, 2017 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • New York
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of its proprietary product voclosporin;
April 8, 2020 Joseph Miller [redacted] Re: Terms of Employment with Aurinia Pharma U.S., Inc. Dear Joseph:Aurinia Pharmaceuticals Inc. • February 24th, 2021 • Pharmaceutical preparations • Maryland
Aurinia Pharma U.S., Inc. (the "Company"), a Delaware Corporation and wholly owned subsidiary of Aurinia Pharmaceuticals Inc., a corporation under the laws of the Province of Alberta ("Parent"), is pleased to offer you employment as the Company's Chief Financial Officer ("CFO"), on the terms and conditions set forth in this letter agreement (the "Agreement").
CONFIDENTIAL SEPARATION AGREEMENT, GENERAL RELEASE AND COVENANT NOT TO SUEConfidential Separation Agreement • November 3rd, 2022 • Aurinia Pharmaceuticals Inc. • Pharmaceutical preparations • Maryland
This is a Confidential Separation Agreement, General Release and Covenant Not to Sue (“Agreement”) between Aurinia Pharma U.S., Inc. (“Aurinia”), on the one hand, and Max Colao (“Mr. Colao”), on the other hand. Aurinia and Mr. Colao shall collectively be referred to herein as the “Parties”.
