UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2015 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
11,111,111 Ordinary Shares Strongbridge Biopharma plc UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2020 • Strongbridge Biopharma PLC • Pharmaceutical preparations
Introductory. Strongbridge Biopharma plc, an Irish public limited company (registered no. 562659) (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 11,111,111 ordinary shares of the Company, par value $0.01 per share (the “Shares”). The 11,111,111 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 1,666,666 Shares as provided in Section 2. The additional 1,666,666 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”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 26th, 2021 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
Strongbridge Biopharma plc Ordinary Shares EQUITY DISTRIBUTION AGREEMENT Dated: April 28, 2017Equity Distribution Agreement • April 28th, 2017 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2020 • Strongbridge Biopharma PLC • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between Strongbridge U.S. Inc., a Delaware corporation (the “Company”), and John Johnson (“Executive”) as of July 2, 2020 (the "Effective Date").
TERM LOAN AGREEMENT,Term Loan Agreement • August 4th, 2020 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
Schedule 1 - Commitments Schedule 6.01 - Foreign Security Documents Schedule 7.05(b)(i) - Certain Intellectual Property Schedule 7.05(b)(ii) - Intellectual Property Exceptions Schedule 7.05(c) - Material Intellectual Property Schedule 7.06 - Certain Litigation Schedule 7.12 - Information Regarding Subsidiaries Schedule 7.13(a) - Existing Indebtedness of Parent Guarantor and its Subsidiaries Schedule 7.13(b) - Liens Granted by the Obligors Schedule 7.14 - Material Agreements of Obligors Schedule 7.15 - Restrictive Agreements Schedule 7.16 - Real Property Owned or Leased by Parent Guarantor or any Subsidiary Schedule 7.17 - Pension Matters Schedule 9.05 - Existing Investments Schedule 9.10 - Transactions with Affiliates Schedule 9.14 - Permitted Sales and Leasebacks Exhibit A - Form of Assumption Agreement Exhibit B - Form of Notice of Borrowing Exhibit C-l - Form of U.S. Tax Compliance Certificate Exhibit C-2 - Form of U.S. Tax Compliance Certificate Exhibit C-3 - Form of U.S. Tax
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2015 • Cortendo AB • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between Cortendo AB, a Swedish limited liability company registered with the Company Registry (Sw. Bolagsverket) with organization no. 556537-6554 (the “Company”), and Matthew Pauls (“Executive”) as of August 23, 2014 (the “Effective Date”).
STRONGBRIDGE BIOPHARMA PLC RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award Agreement • March 12th, 2018 • Strongbridge Biopharma PLC • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of [DATE] (the “Date of Grant”), is delivered by Strongbridge Biopharma plc (the “Company”) to [NAME] (the “Grantee”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 28th, 2015 • Cortendo AB • Pharmaceutical preparations • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of February, 2015, by and among Cortendo AB, a public limited liability company incorporated and registered in Sweden under the Swedish Companies Act with business organization number 556537-6554 (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
SUBLEASE AGREEMENTSublease Agreement • August 28th, 2015 • Cortendo AB • Pharmaceutical preparations
THIS SUBLEASE AGREEMENT (this “Sublease”), dated this 30th day of March, 2015, by and between Insight Pharmaceuticals LLC, a Delaware limited liability company (“Sublessor”), and Cortendo AB Inc., a Swedish corporation (“Sublessee”).
CORTENDO AB INVESTORS’ RIGHTS AGREEMENT February 10, 2015Investors’ Rights Agreement • August 28th, 2015 • Cortendo AB • Pharmaceutical preparations • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of February, 2015, by and among Cortendo AB, a public limited liability company incorporated and registered in Sweden under the Swedish Companies Act with business organization number 556537-6554 (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
Technology licence agreementTechnology Licence Agreement • August 28th, 2015 • Cortendo AB • Pharmaceutical preparations • London
Notice details c/o Maples Corporate Services Limited P.O. Box 309, Ugland House George Town, Grand Cayman, KY1-1104 Cayman Islands Email: SLong@Cortendo.com Copy to: Cortendo AB 900 Northbrook Drive Trevose, Pennsylvania 19053 United States of America Email: SLong@Cortendo.com
ASSET PURCHASE AGREEMENT AMONG CORTENDO AB (publ), AND ASPIREO PHARMACEUTICALS LIMITED AND TVM V LIFE SCIENCE VENTURES GMBH & CO. KG (solely in connection with Sections 6.06, 6.08, 9.10 and ARTICLE VII) Dated as of May 14, 2015Asset Purchase Agreement • August 28th, 2015 • Cortendo AB • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 14, 2015, by and among CORTENDO AB (publ), a Swedish company (“Buyer”), and ASPIREO PHARMACEUTICALS LTD., an Israeli company (“Seller”),and TVM V LIFE SCIENCE VENTURES GMBH & CO. KG, a German limited partnership (“TVM”) (solely in connection with Sections 6.06, 6.08, 9.10 and ARTICLE VII). Buyer and Seller are collectively referred to herein as the “Parties”, and each individually as a “Party”.
SHARE PURCHASE AGREEMENT dated as of October 31, 2018 between NOVO NORDISK A/S and STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANYShare Purchase Agreement • October 31st, 2018 • Strongbridge Biopharma PLC • Pharmaceutical preparations • Delaware
SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of October 31, 2018 between Novo Nordisk A/S, a company organized and existing under the law of Denmark (“Novo Nordisk”), and Strongbridge Biopharma Public Limited Company, an Irish public limited company (“Strongbridge”).
WARRANT TO PURCHASE ORDINARY SHARES OF STRONGBRIDGE BIOPHARMA PLC Dated as of May 19, 2020 (the “Issue Date”) Void after the date specified in Section 8Warrant Agreement • August 4th, 2020 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
LICENSE AGREEMENT BETWEEN BIOPANCREATE, INC. AND CORNELL UNIVERSITY FOR DOCKET No. D-4291 DOCKET No. D-5208 CONTRACT NO. C201142-07297License Agreement • August 28th, 2015 • Cortendo AB • Pharmaceutical preparations • New York
This agreement (“Agreement”) is made by and between BioPancreate, Inc. a Delaware company having an address at 150 N. Radnor Chester Road, Suite F200, Radnor, Pennsylvania, 19087 (“LICENSEE”) and Cornell University (“Cornell”) as represented by its Cornell Center for Technology Enterprise and Commercialization (“CCTEC”) at 395 Pine Tree Road, Ithaca, NY 14850.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 28th, 2015 • Cortendo AB • Pharmaceutical preparations • New York
THIS SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of January 12, 2015, by and among Cortendo AB (publ), a public limited liability company incorporated and registered in Sweden under the Swedish Companies Act with business organization number 556537-6554 (the “Company”), BioPancreate Inc., a Delaware corporation, Cortendo Invest AB, a limited liability company incorporated and registered in Sweden under the Swedish Companies Act with business organization number 556564-0330, and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and, collectively, the “Investors”).
STRONGBRIDGE BIOPHARMA PLC AND THE DIRECTORS, SECRETARY AND OFFICERS OF STRONGBRIDGE BIOPHARMA PLCDeed of Indemnification • September 25th, 2015 • Strongbridge Biopharma PLC • Pharmaceutical preparations
THIS DEED OF INDEMNIFICATION (this “Deed”), dated as of · 2015 , is made by and between Strongbridge Biopharma plc, an Irish public limited company, and the Directors and Officers of Strongbridge Biopharma plc (the “Indemnitee”).
RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award • March 12th, 2018 • Strongbridge Biopharma PLC • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of [DATE], (the “Date of Grant”) is delivered by Strongbridge Biopharma plc (the “Company”), to [NAME] (the “Grantee”).
STRONGBRIDGE U.S. INC. EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • February 28th, 2020 • Strongbridge Biopharma PLC • Pharmaceutical preparations • Pennsylvania
This Executive Chairman Agreement (the “Agreement”) is made and entered into as of November 1, 2019 (the “Effective Date”), between Strongbridge Biopharma plc (“Strongbridge”), Strongbridge U.S. Inc., a Delaware corporation (the “Company”), and John Johnson (the “Executive”).
LEASELease Agreement • March 12th, 2018 • Strongbridge Biopharma PLC • Pharmaceutical preparations
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound, by this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Page. The Reference Page, including all terms defined thereon, is incorporated as part of this Lease.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2016 • Strongbridge Biopharma PLC • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2016, by and among Strongbridge Biopharma plc, an Irish public limited company (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
STRONGBRIDGE BIOPHARMA PLC AMENDMENT TO OPTION AWARD AGREEMENTSOption Award Agreement • February 28th, 2020 • Strongbridge Biopharma PLC • Pharmaceutical preparations
This AMENDMENT TO OPTION AWARD AGREEMENTS (this “Agreement”) dated as of November 26, 2019, is entered into by and between Strongbridge Biopharma plc (the “Company”) and Matthew Pauls (the “Grantee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 12th, 2017 • Strongbridge Biopharma PLC • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 28, 2016 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation with an office located at 312 Farmington Avenue, Farmington, Connecticut 06032 (“Horizon”) (each a “Lender” and collectively, the “Lenders”), and STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland with company number 562659 and having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland (“Irish Borrower”), C
ASSET PURCHASE AGREEMENT between TARO PHARMACEUTICALS NORTH AMERICA, INC. and STRONGBRIDGE BIOPHARMACEUTICALS PLC Dated December 12, 2016Asset Purchase Agreement • January 12th, 2017 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
This Asset Purchase Agreement dated December 12 2016, is by and between Taro Pharmaceuticals North America, Inc., a Cayman Islands limited company, with a place of business at Harbour Place, 103 South Church Street, Grand Cayman KY1-1202, Cayman Islands (“Taro”) and Strongbridge Biopharmaceuticals plc, a company organized under the laws of Ireland, having its Company’s registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland and having its principal U.S. place of business at 900 Northbrook Drive, Suite 200, Trevose, PA 19053 (“Strongbridge”).
Technology licence agreementTechnology Licence Agreement • September 25th, 2015 • Strongbridge Biopharma PLC • Pharmaceutical preparations • London
[****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION.
STRONGBRIDGE U.S. INC. AMENDMENT TO EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • April 10th, 2020 • Strongbridge Biopharma PLC • Pharmaceutical preparations
This Amendment (“Amendment”) to the Executive Chairman Agreement between Strongbridge Biopharma plc (“Strongbridge”), Strongbridge U.S. Inc., a Delaware corporation (the “Company”), and John Johnson (the “Executive”) dated November 1, 2020 (the “Agreement”) is made and entered into as of April 8, 2020 (the “Effective Date”).
LICENSE AND ASSIGNMENT AGREEMENTLicense and Assignment Agreement • March 12th, 2018 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
ORDINARY SHARE PURCHASE WARRANT STRONGBRIDGE BIOPHARMA PLCSecurity Agreement • December 23rd, 2016 • Strongbridge Biopharma PLC • Pharmaceutical preparations
THIS ORDINARY SHARE 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 June , 2017 (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 Strongbridge Biopharma plc, an Irish public limited company (the “Company”), up to ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ordinary share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • July 26th, 2021 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO TERM LOAN AGREEMENT, dated as of July 23, 2021 (this “Amendment”), is entered into by and among Strongbridge U.S. Inc., a Delaware corporation (the “Borrower”), Strongbridge Biopharma plc, a public limited company incorporated under the laws of Ireland (the “Parent Guarantor”), each Lender party hereto designated as a “Lender” on its signature page hereto (collectively constituting the Majority Lenders (as defined in the Existing Credit Agreement)), Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership, as administrative agent and collateral agent for the Lenders under the Existing Credit Agreement (in such capacities, collectively, the “Administrative Agent”). Capitalized terms used but not otherwise defined in this Amendment have the same meanings as specified in the Existing Credit Agreement.
TERM LOAN AGREEMENT, dated as of July 14, 2017 among STRONGBRIDGE U.S. INC, STRONGBRIDGE BIOPHARMA PLC, CORTENDO AB (PUBL), CORTENDO CAYMAN LTD., as Borrowers, The Subsidiary Guarantors from Time to Time Party Hereto, The Lenders from Time to Time...Term Loan Agreement • July 17th, 2017 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
TERM LOAN AGREEMENT, dated as of July 14, 2017 (this “Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Lead Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent”), CORTENDO CAYMAN LTD., an exempted company incorporated in the Cayman Islands (“Cayman Borrower”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Borrower” and together with the Lead Borrower, Parent, Cayman Borrower, and each other Person that becomes, or is required to become, a “Borrower” after the date hereof pursuant to Section 8.12(a) or (b), each a “Borrower” and collectively, “Borrowers”), the Subsidiary Guarantors from time to time party hereto, the Lenders from time to time party hereto and CRG SERVICING LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in
MACRILEN ACQUISITION AGREEMENT dated as of October 31, 2018 between NOVO NORDISK HEALTHCARE AG and STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANYAcquisition Agreement • October 31st, 2018 • Strongbridge Biopharma PLC • Pharmaceutical preparations • Delaware
MACRILEN ACQUISITION AGREEMENT (this “Agreement”) dated as of October 31, 2018 between Novo Nordisk Healthcare AG, a Swiss corporation (“Buyer”), and Strongbridge Biopharma Public Limited Company, an Irish public limited company (“Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2016 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2016 by and among Strongbridge Biopharma plc, an Irish public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2017 • Strongbridge Biopharma PLC • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (the “Amendment”), dated as of July 13, 2017, is entered into by and among Strongbridge Biopharma plc, an Irish public limited company (the “Company”), and each person identified on the signature pages hereto (such persons, the “Amending Purchasers”). This Amendment amends certain provisions under that certain Securities Purchase Agreement, dated as of December 22, 2016 (the “Securities Purchase Agreement”), by and among the Company and each Purchaser (as defined therein). Capitalized terms used in this Amendment not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2017 • Strongbridge Biopharma PLC • Pharmaceutical preparations • Texas
This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2017 by and between Strongbridge Biopharma plc, an Irish public limited company (the “Company”), and CRG Partners III L.P., CRG Partners III — Parallel Fund “A” L.P., CRG Partners III - Parallel Fund “B” (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III (Cayman) Unlev AIV I L.P. (collectively, the “Purchaser”).
