UNDERWRITING AGREEMENTUnderwriting Agreement • January 15th, 2021 • Provention Bio, Inc. • Pharmaceutical preparations • New York
Provention Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement with SVB Leerink LLC (“SVB Leerink”), Cantor Fitzgerald & Co. (“CF&Co.”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which SVB Leerink and CF&Co. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 937,500 additional shares of Common Stock. The aforesaid 6,250,000 shares of Common Stock (the “Initial Se
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 9th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____, by and between Provention Bio, Inc., a Delaware corporation (the “Company”), and ____ (“Indemnitee”).
ContractWarrant Agreement • June 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2020 • Provention Bio, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), effective August 3, 2020 (the “Effective Date”), is by and between PROVENTION BIO, INC., a Delaware corporation (the “Company”) and Heidy Abreu King-Jones, Esq. (the “Executive”).
ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • June 20th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT (this “Agreement”) is made this June __, 2018 by and among Provention Bio, Inc. (the “Issuer”) and the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”).
ContractWarrant Agreement • March 29th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
Provention Bio, Inc. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • February 26th, 2021 • Provention Bio, Inc. • Pharmaceutical preparations • New York
Provention Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC and Cantor Fitzgerald & Co. (each individually, an “Agent” and collectively, the “Agents”), as follows:
PROVENTION BIO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • New York
The undersigned, Provention Bio, Inc., a company formed under the laws of the Delaware (“Company”), hereby confirms its agreement with MDB Capital Group LLC (hereinafter referred to as “you” (including its correlatives), the “Underwriter” or the “Representative”) as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 3rd, 2022 • Provention Bio, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 31, 2022 and is entered into by and among PROVENTION BIO, INC., a Delaware corporation (“PRVB”), and each of its Subsidiaries from time to time party hereto as borrower (individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each, a “Lender” and collectively referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, “Agent”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 20th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 7th day of May 2018 (the “Closing Date”), by and between
Eleanor Ramos March 12, 2023 Dear Eleanor:Letter Agreement • March 13th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
As you know, Provention Bio, Inc., a Delaware corporation. (the “Company”) has, as of the date hereof, entered into an Agreement and Plan of Merger with Sanofi S.A., a French société anonyme (“Parent”), and Zest Acquisition Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (the “Merger Agreement”). All capitalized terms used but not defined in this letter agreement shall have the definitions set forth in the Merger Agreement. In recognition of your efforts on behalf of the Company, the Company agrees to provide you with the following benefits in the event that the parties consummate the Contemplated Transactions in accordance with the Merger Agreement. For the avoidance of doubt, if the Contemplated Transactions are not consummated in accordance with the Merger Agreement or if the Merger Agreement terminates in accordance with its terms, this letter agreement shall automatically expire and shall be of no further force or effect):
ContractWarrant Agreement • July 8th, 2022 • Provention Bio, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
PROVENTION BIO, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 25, 2017, is made and entered into by and between PROVENTION BIO, INC., a Delaware corporation with its principal executive offices located at 110 Old Driftway Lane, Lebanon, NJ 08833 (the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”).
Re: Engagement AgreementEngagement Agreement • May 9th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the terms and conditions that will govern the Provention Bio, Inc., a Delaware corporation (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”), engagement (the “Engagement”) of MDB Capital Group, LLC (together with its affiliates, “MDB”) as the Company’s exclusive financial advisor and placement agent in connection with an offering or series of offerings of Company securities.
ContractDevelopment Services Agreement • June 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.
SECOND AMENDMENT TO FIRST AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations
This Second Amendment (this “Second Amendment”) to that certain First Amended Employment Agreement by and between Provention Bio, Inc. (the “Provention”) and Francisco Leon (“Executive”) dated June 10, 2020 (as amended by the Amendment to Employment Agreement dated September 9, 2022, the “Employment Agreement”), is effective as of March 9, 2023.
PROVENTION BIO, INC. Common Stock Subscription AgreementCommon Stock Subscription Agreement • September 19th, 2019 • Provention Bio, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (the “Agreement”) is made and entered into as of the date indicated on the signature page hereto, by and between Provention Bio, Inc., a Delaware corporation (the “Company”), and Amgen Inc., a Delaware corporation (“Purchaser”);
LICENSE AGREEMENT BY AND BETWEEN MACROGENICS, INC. AND PROVENTION BIO, INC.License Agreement • May 16th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This LICENSE AGREEMENT (this “Agreement”) is entered into as of May 7, 2018 (the “Effective Date”), by and between PROVENTION BIO, INC., a Delaware corporation, having its principal place of business at (“Provention”) and MACROGENICS, INC., a Delaware corporation having its principal place of business at 9704 Medical Center Drive, Rockville, MD 20850 (hereinafter “MacroGenics”). Provention and MacroGenics are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2022 • Provention Bio, Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) to that certain Employment Agreement by and between Provention Bio, Inc. (the “Provention”) and Thierry Chauche (“Executive”) dated December 1, 2021 (as amended, the “Employment Agreement”), is effective as of September 9, 2022.
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated April 25, 2017 and effective on the date of consummation of the initial closing of the private placement offering of the Company’s Series A Preferred Stock, par value $0.0001 per share, is by and between PROVENTION BIO, Inc., a Delaware corporation (the “Company”) and FRANCISCO LEON (the “Executive”).
CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The...License, Development, and Commercialization Agreement • May 9th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This license, development, and commercialization agreement is effective as of the last date of execution by the parties hereto (“Effective Date”) and is between Janssen Sciences Ireland UC, a company organized under the laws of Ireland, having offices at EastGate Village, EastGate, Little Island, Co, Cork, Ireland (“Licensor”) and Provention Bio, Inc., a Delaware company with its principal offices at 110 Old Driftway Lane, Lebanon, New Jersey 08833 (“Licensee” or “Provention”).
LICENSE AGREEMENT BY AND BETWEEN MACROGENICS, INC. AND PROVENTION BIO, INC. LIST OF EXHIBITSLicense Agreement • June 20th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This LICENSE AGREEMENT (this “Agreement”) is entered into as of May 7, 2018 (the “Effective Date”), by and between PROVENTION BIO, INC., a Delaware corporation, having its principal place of business at 110 Old Driftway Lane, Lebanon, NJ 08833 (“Provention”) and MACROGENICS, INC., a Delaware corporation having its principal place of business at 9704 Medical Center Drive, Rockville, MD 20850 (hereinafter “MacroGenics”). Provention and MacroGenics are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
PROVENTION BIO, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is made and entered into as of April 25, 2017, by and among PROVENTION BIO, INC., a Delaware corporation (the “Company”), the Investors (as defined below) and the Key Holders (as defined below) (the Investors and the Key Holders are sometimes referred to herein collectively as the “Shareholders”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CO-PROMOTION AGREEMENT by and between...Co-Promotion Agreement • March 24th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This CO-PROMOTION AGREEMENT (this “Agreement”) is entered into as of October 4, 2022 (the “Effective Date”) by and between Provention Bio, Inc., a corporation organized and existing under the laws of Delaware, with its principal business address at 55 Broad Street, 2nd floor, Red Bank, NJ 07701, USA (“Provention”) and Genzyme Corporation, a corporation organized under the laws of the Commonwealth of Massachusetts, with its principal business address at 450 Water Street, Cambridge MA 02141, USA (“Sanofi”). Sanofi and Provention are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2022 • Provention Bio, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2022 (the “Effective Date”), among Provention Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).
PROVENTION BIO, INC. STOCK OPTION GRANT AGREEMENT (2020 INDUCEMENT PLAN)Stock Option Grant Agreement • May 6th, 2021 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Provention Bio, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Provention Bio, Inc. 2020 Inducement Plan, as amended and/or restated from time to time (the “Plan”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations
This Second Amendment (this “Second Amendment”) to that certain Employment Agreement by and between Provention Bio, Inc. (the “Provention”) and Thierry Chauche (“Executive”) dated December 1, 2021 (as amended by the Amendment to Employment Agreement dated September 9, 2022, the “Employment Agreement”), is effective as of March 9, 2023.
Subscription AgreementSubscription Agreement • June 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations
This subscription (this “Subscription”) is dated [●], 2018, by and between the investor identified on the signature page hereto (the “Investor”) and Provention Bio, Inc., a Delaware corporation (the “Company”). The parties agree as follows:
CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The...License, Development and Commercialization Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This license, development and commercialization agreement, effective as of the last date of execution by the parties hereto (“Effective Date”), is between Janssen Pharmaceutica NV, a company organized under the laws of Belgium, with its principal offices at Turnhoutseweg 30, 2340 Beerse, Belgium (“Janssen”) and Provention Bio, Inc., a company organized under the laws of Delaware, with its principal offices at 110 Old Driftway Lane, Lebanon, New Jersey 08833 (“Provention”).
LICENSE AGREEMENT by and between VACTECH OY and PROVENTION BIO, INC.License Agreement • May 9th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This License Agreement (“Agreement”), effective as of April 25, 2017 (the “Effective Date”), is made by and between Vactech oy, a corporation organized and existing under the laws of Finland (“Vactech”), and Provention Bio, inc., a corporation organized and existing under the laws of the State of Delaware (“Provention”).
SECOND AMENDMENT TO FIRST AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations
This Second Amendment (this “Second Amendment”) to that certain First Amended Employment Agreement by and between Provention Bio, Inc. (the “Provention”) and Eleanor Ramos (“Executive”) dated June 9, 2020 (as amended by the Amendment to Employment Agreement dated September 9, 2022, the “Employment Agreement”), is effective as of March 9, 2023.
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Provention Bio, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Provention Bio, Inc. 2017 Equity Incentive Plan (the “Plan”).
PROVENTION BIO, INC. Warrant To Purchase Series A Preferred StockWarrant Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
Provention Bio, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MDB Capital Group, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant (including any Warrants to purchase Series A Preferred Stock (as defined below) issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or from time to time on or after the Issuance Date (as defined below in Section 17), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below in Section 17), such number of fully paid and non-assessable shares of Series A Preferred Stock, including the securities into which they are converted or exchanged (the “Warrant Shares”) as set forth herein in Section 1(c), su
FIRST AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2020 • Provention Bio, Inc. • Pharmaceutical preparations • New Jersey
This FIRST AMENDED EMPLOYMENT AGREEMENT (this “Agreement”), dated May 19, 2020 (the “Effective Date”), is by and between PROVENTION BIO, Inc., a Delaware corporation (the “Company”) and ASHLEIGH PALMER (the “Executive”).
CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [***]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. AMENDMENT NO. 1 TO ASSET...Asset Purchase Agreement • March 29th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1 to the Asset Purchase Agreement (this “Amendment No. 1”), by and between MacroGenics, Inc., a Delaware corporation, having its principal place of business at 9704 Medical Center Drive, Rockville, MD 20850 (“Seller”), and Provention Bio, Inc., a Delaware corporation, having its principal place of business at 55 Broad Street, 2nd Floor, Red Bank, NJ 07701 (“Buyer”), together with Seller, the “Parties” and each separately, a “Party”), and is meant to amend that certain Asset Purchase Agreement, dated as of May 7, 2018, between Seller and Buyer (the “Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
