ASCENDIS PHARMA A/S (a company organized under the laws of Denmark) 2,000,000 American Depositary Shares Representing an Aggregate of 2,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2024 • Ascendis Pharma a/S • Pharmaceutical preparations • New York
ASCENDIS PHARMA A/S AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of January 27, 2015Deposit Agreement • February 2nd, 2016 • Ascendis Pharma a/S • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of January 27, 2015 among ASCENDIS PHARMA A/S, a company incorporated under the laws of Denmark (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
ASCENDIS PHARMA A/S INDEMNIFICATION AGREEMENTIndemnification Agreement • January 16th, 2015 • Ascendis Pharma a/S • Pharmaceutical preparations
This Indemnification Agreement (this “Agreement”) is effective as of [—] by and between Ascendis Pharma A/S, a corporation incorporated under the laws of Denmark (the “Company”), and «Indemnitee» (“Indemnitee”).
ASCENDIS PHARMA A/S American Depositary Shares Each Representing One Ordinary Share ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • May 24th, 2017 • Ascendis Pharma a/S • Pharmaceutical preparations • New York
Exclusive Licence AgreementExclusive Licence Agreement • April 3rd, 2019 • Ascendis Pharma a/S • Pharmaceutical preparations • Delaware
DESCRIPTION OF SHARE CAPITALShareholder Agreements • February 16th, 2023 • Ascendis Pharma a/S • Pharmaceutical preparations
Set forth below is a summary of certain information concerning our share capital as well as a description of certain provisions of our articles of association, the registration rights agreement entered into in December 2015 to which we and certain holders of American Depositary Shares, also referred to as ADSs, are parties or the 2015 Registration Rights Agreement, and relevant provisions of the Danish Companies Act (in Danish: Selskabsloven). Because the following is only a summary, it does not contain all of the information that may be important to you. The summary includes certain references to and descriptions of material provisions of our articles of association, the 2015 Registration Rights Agreement and Danish law in effect as of the date of our Annual Report on Form 20-F. The summary below does not purport to be complete and is qualified in its entirety by reference to applicable Danish Law and our articles of association and the 2015 Registration Rights Agreement, copies of wh
DESCRIPTION OF SHARE CAPITALShare Capital Description • February 7th, 2024 • Ascendis Pharma a/S • Pharmaceutical preparations
Set forth below is a summary of certain information concerning our share capital as well as a description of certain provisions of our articles of association, the registration rights agreement entered into in December 2015 to which we and certain holders of American Depositary Shares, also referred to as ADSs, are parties or the 2015 Registration Rights Agreement, and relevant provisions of the Danish Companies Act (in Danish: Selskabsloven). Because the following is only a summary, it does not contain all of the information that may be important to you. The summary includes certain references to and descriptions of material provisions of our articles of association, the 2015 Registration Rights Agreement and Danish law in effect as of the date of our Annual Report on Form 20-F. The summary below does not purport to be complete and is qualified in its entirety by reference to applicable Danish Law and our articles of association and the 2015 Registration Rights Agreement, copies of wh
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2015 • Ascendis Pharma a/S • Pharmaceutical preparations • California
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 11th day of December, 2015, by and among Ascendis Pharma A/S, a Danish public limited liability company (the “Company”), Fidelity Securities Fund: Fidelity Series Small Cap Opportunities Fund - Healthcare Sub and Fidelity Stock Selector Small Cap Fund - Health Care Sub (each, an “Investor” and together, the “Investors”).
Translation from German] Supplement No. 1 To the Rental Agreement of April 11/April 15, 2013, Im Neuenheimer Feld 584, basement, ground floor, right, and 2nd floor, left, Im Neuenheimer Feld 583, 1st floor, rightRental Agreement • December 18th, 2014 • Ascendis Pharma a/S • Pharmaceutical preparations
In addition to the space already rented, totalling 1,288.37 m², Lessee is renting extra space in the building at Im Neuenheimer Feld 584 on the first floor, right hand side. The additional space thus rented measures 168.41 m² + general use space + 6% of the communal area for a total of 206.87 m², so that together with the space already rented, the total rental area rises to 1,495.24 m². Lessor and Lessee thus supplement the Rental Agreement as follows:
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL – EXECUTION VERSION Exclusive Licence...Exclusive Licence Agreement • December 18th, 2014 • Ascendis Pharma a/S • Pharmaceutical preparations
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant treats as private or confidential. MANUFACTURING AND SUPPLY AGREEMENT FOR...Manufacturing and Supply Agreement • March 2nd, 2022 • Ascendis Pharma a/S • Pharmaceutical preparations
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION COPY Patent Transfer & Exclusive Licence...Patent Transfer & Exclusive License Agreement • December 18th, 2014 • Ascendis Pharma a/S • Pharmaceutical preparations
Translation from German] Rental Agreement Technologiepark Heidelberg - Biopark 3rd Section between Technologiepark Heidelberg II GmbH & Co. KG 69120 Heidelberg VAT ID no. DE 244 593 546Rental Agreement • December 18th, 2014 • Ascendis Pharma a/S • Pharmaceutical preparations
By virtue of a heritable building right contract with Technologiepark Heidelberg GmbH Lessor holds a subsidiary heritable building right to a property belonging to the Municipality of Heidelberg, shown outlined in red on the site plans attached as Appendix 1 (complex of buildings 582-584). On this plot of land to which a heritable building right attaches, Lessor has erected a laboratory and office building for the use of biotechnology companies wishing to pursue scientific research and development or to manufacture products in this context. Together with other building projects marked on the site map, the building is called “Technologiepark Heidelberg - Biopark, 3rd Section”.
ASCENDIS PHARMA A/S FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2015 • Ascendis Pharma a/S • Pharmaceutical preparations • California
This First Amendment (this “Amendment”) to Registration Rights Agreement is made and entered into as of December 11, 2015, with respect to that certain Registration Rights Agreement, dated as of November 24, 2014, by and among Ascendis Pharma A/S, a company organized under the laws of Denmark (the “Company”), and the investors listed on Schedule A thereto (each, an “Investor”, and together the “Investors”) (the “Agreement”).
ASCENDIS PHARMA A/S American Depositary Shares Each Representing One Ordinary Share ATM SALES AGREEMENTAtm Sales Agreement • February 8th, 2019 • Ascendis Pharma a/S • Pharmaceutical preparations • New York
ContractShareholders Agreement • April 3rd, 2019 • Ascendis Pharma a/S • Pharmaceutical preparations • Hong Kong
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
PACKAGING AND SUPPLY AGREEMENTPackaging and Supply Agreement • April 3rd, 2020 • Ascendis Pharma a/S • Pharmaceutical preparations
This Packaging and Supply Agreement (the “Agreement”) effective as of December 1, 2019 (the “Effective Date”), is entered into by and between Sharp Corporation, a corporation organized and existing under the laws of Pennsylvania having its principal office at 7451 Keebler Way, Allentown, Pennsylvania 18106 (“Sharp”) and Ascendis Pharma A/S, a corporation organized and existing under the laws of Denmark having its principal office at Tuborg Boulevard 12, 2900 Hellerup, Denmark (“Ascendis”) (hereinafter individually referred to as “Party” and collectively as “the Parties”).
ContractCommercial Supply Agreement • April 3rd, 2019 • Ascendis Pharma a/S • Pharmaceutical preparations
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant treats as private or confidential. MANUFACTURING AND SUPPLY AGREEMENT...Manufacturing and Supply Agreement • March 2nd, 2022 • Ascendis Pharma a/S • Pharmaceutical preparations
ASCENDIS PHARMA A/S and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 29, 2022 2.25% Convertible Senior Notes due 2028Indenture • March 29th, 2022 • Ascendis Pharma a/S • Pharmaceutical preparations • New York
INDENTURE, dated as of March 29, 2022, between Ascendis Pharma A/S, a public limited liability company organized under the laws of the Kingdom of Denmark, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Confidential Treatment Requested by Ascendis Pharma A/S MANUFACTURING AND SUPPLY AGREEMENT (“Agreement”) between Ascendis Pharma A/S Tuborg Boulevard 5 Denmark (hereinafter referred to as “Ascendis”) and NOF CORPORATION 20-3, Ebisu 4-chome,...Manufacturing and Supply Agreement • March 28th, 2018 • Ascendis Pharma a/S • Pharmaceutical preparations
SUPPLY AGREEMENT for manufacture and supply of dual-chamber cartridges [***], pre-filled with TransCon [***] hGH and Water for Injection, delivered [***] effective as of January 1st, 2019 by and between ASCENDIS PHARMA A/S and VETTER PHARMA...Supply Agreement • April 3rd, 2019 • Ascendis Pharma a/S • Pharmaceutical preparations
THIS SUPPLY AGREEMENT, made and entered into as of the date written above (hereinafter, this “Agreement”), by and between Ascendis Pharma A/S, a company duly organized and existing under the laws of Denmark and having its place of business located at Tuborg Boulevard 12, 2900 Hellerup, Denmark (“Ascendis”), and Vetter Pharma International GmbH, a company duly organized and existing under the laws of Germany, having its principal place of business at Eywiesenstraße 5, 88212 Ravensburg, Germany (“Vetter International”) and owned 100% by Vetter Pharma-Fertigung GmbH & Co. KG (“Vetter Pharma”),
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant treats as private or confidential. MANUFACTURING AND SUPPLY AGREEMENT...Manufacturing and Supply Agreement • March 2nd, 2022 • Ascendis Pharma a/S • Pharmaceutical preparations
LEASE AGREEMENT Tuborg Boulevard 5 DenmarkLease Agreement • February 2nd, 2016 • Ascendis Pharma a/S • Pharmaceutical preparations
The Leased Premises are situated on the Landlord’s property, title no. Hellerup 5af, at the address Tuborg Boulevard 5, 2900 Hellerup, and contain the following:
ContractTech Transfer and Manufacturing Services Agreement • April 3rd, 2020 • Ascendis Pharma a/S • Pharmaceutical preparations
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2014 • Ascendis Pharma a/S • Pharmaceutical preparations • California
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 24th day of November, 2014, by and among Ascendis Pharma A/S, a Danish public limited liability company (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH OMITTED INFORMATION AS PRIVATE OR CONFIDENTIAL, AND SUCH INFORMATION IS NOT MATERIAL. Revenue...Purchase and Sale Agreement • February 7th, 2024 • Ascendis Pharma a/S • Pharmaceutical preparations • New York
This REVENUE PARTICIPATION RIGHT purchase and sale AGREEMENT (this “Agreement”), dated as of September 5, 2023 (the “Effective Date”), is made and entered into by and between Royalty Pharma Development Funding, LLC, a Delaware limited liability company (the “Buyer”), Ascendis Pharma Endocrinology Division A/S, a corporation organized under the laws of Denmark (the “Seller”) and Ascendis Pharma A/S, a public limited liability company (Aktieselskab) organized under the laws of Denmark (the “Parent” of the Seller).
Manufacturing and Supply Agreement Between Medicom Innovation Partner a/s Gimsinglundvej 20 DK-7600 Struer And Ascendis Pharma A/S Tuborg Boulevard 5, 1 DK-2900 Hellerup [***] Certain information in this document has been omitted and filed separately...Manufacturing and Supply Agreement • March 28th, 2018 • Ascendis Pharma a/S • Pharmaceutical preparations
This Manufacturing and Supply Agreement (“Supply Agreement”) is entered into on the day of last signature (the “Effective Date”) by and between Ascendis Pharma A/S, a company with a place of business at Tuborg Boulevard 5, 1., 2900 Hellerup (“CLIENT”) and Medicom Innovation Partner a/s with a place of business at Gimsinglundvej 20, 7600 Struer, Denmark (“MEDICOM”).
