Viela Bio, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • May 26th, 2020 • Viela Bio, Inc. • Pharmaceutical preparations • New York
Viela Bio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives, an aggregate of [•] shares (the “Firm Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company. In addition, the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Viela Bio, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • September 23rd, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
Viela Bio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives, an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of common stock, par value $[·] per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 , by and between Viela Bio, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among: VIELA BIO, INC., a Delaware corporation; HORIZON THERAPEUTICS USA, INC., a Delaware corporation; TEIRIPIC MERGER SUB, INC., a Delaware corporation; and solely for purposes of Sections 6.7 and 9.12 HORIZON...Merger Agreement • February 1st, 2021 • Viela Bio, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 31, 2021 (the “Agreement Date”), by and among HORIZON THERAPEUTICS USA, INC., a Delaware corporation and an indirect wholly owned subsidiary of Ultimate Parent (“Parent”); TEIRIPIC MERGER SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”); VIELA BIO, INC., a Delaware corporation (the “Company”); and solely for purposes of Sections 6.7 and 9.12, HORIZON THERAPEUTICS PLC, a public limited company organized under the laws of Ireland (“Ultimate Parent”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONSULTING AGREEMENTConsulting Agreement • March 12th, 2021 • Viela Bio, Inc. • Pharmaceutical preparations • Illinois
THIS CONSULTING AGREEMENT (“Agreement”) is made by and between HORIZON THERAPEUTICS USA, INC. with its principal place of business at 1 Horizon Way, Deerfield, IL 60015 (“Company”) and MITCHELL CHAN, an individual residing at (“Consultant”), for the purpose of setting forth the exclusive terms and conditions by which Company will, contingent upon the consummation of the Merger (as defined below) acquire Consultant’s services on a limited and temporary basis. Company and Consultant may be referred to herein individually as a “Party,” or collectively as the “Parties.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 1st, 2021 • Viela Bio, Inc. • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by and among Horizon Therapeutics USA, Inc., a Delaware corporation (“Parent”), Teiripic Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and [ ] (“Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • Maryland
This Employment Agreement (this “Agreement”), entered into as of January 31, 2018 is made and entered into by and between Viela Bio, Inc. (“Company”) and Bing Yao (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • Maryland
This Employment Agreement (this “Agreement”), entered into as of August 28, 2019 is made and entered into by and between Viela Bio, Inc. (“Company”) and Aaron Ren (“Employee”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 1st, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 12th day of June, 2019, by and among Viela Bio, Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations
This License and Collaboration Agreement (the “Agreement”), dated as of the last signature hereunder (the “Effective Date”), is by and between Viela Bio, Inc., a company organized and existing under the laws of Delaware, United States of America (“Viela”), and Hansoh Pharmaceutical Group Company Limited, a company organized and existing under the laws of Cayman Islands (“Hansoh”). Viela and Hansoh are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
BIOWA/LONZA SUBLICENSE AGREEMENT between MEDIMMUNE, LLC and VIELA BIO, INC. Dated as of February 23, 2018Sublicense Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
This BioWa/Lonza Agreement (this “Agreement”) is made and entered into as of February 23, 2018 (the “Effective Date”) by and between MedImmune, LLC, a Delaware corporation, whose registered office is at One MedImmune Way, Gaithersburg, Maryland 20878 (and which is a member of the AstraZeneca group of companies) (“MedImmune”) and Viela Bio, Inc., a Delaware corporation (“Spinco”). MedImmune and Spinco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MASTER SUPPLY AND DEVELOPMENT SERVICES AGREEMENT between ASTRAZENECA UK LIMITED and VIELA BIO, INC. DATE: Febuaruy 23, 2018Master Supply and Development Services Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
LICENSE agreementLicense Agreement • March 25th, 2020 • Viela Bio, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (the “Agreement”) is effective as of October 8, 2019 (hereinafter called “Effective Date”), between Viela Bio, Inc., a Delaware corporation with a principal place of business at One MedImmune Way, Gaithersburg MD, 20878, U.S.A. (“Viela”) and Mitsubishi Tanabe Pharma Corporation organized and existing under the laws of Japan with a principal place of business at 3-2-10, Dosho-machi, Chuo-ku, Osaka 541-8505, Japan (“MTPC”). Viela and MTPC may each be referred to herein individually as a “Party” and collectively as the “Parties.”
LONG-TERM LEASE AGREEMENTLong-Term Lease Agreement • August 14th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • Maryland
THIS LONG-TERM LEASE AGREEMENT (this “Lease”) is made as of June 30, 2018 (“Effective Date”), by and between MedImmune, LLC a Delaware limited liability company (“Landlord”), and Viela Bio, Inc., a Delaware corporation (“Tenant”).
BIOWA SUBLICENSE AGREEMENT between MEDIMMUNE, LLC. and VIELA BIO, INC. Dated as of February 23, 2018Sublicense Agreement • August 14th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
This BioWa Sublicense Agreement (this “Agreement”) is made and entered into as of February 23, 2018 (the “Effective Date”) by and between MedImmune, LLC, a Delaware corporation, whose registered office is at One MedImmune Way, Gaithersburg, Maryland 20878 (and which is a member of the AstraZeneca group of companies) (“MedImmune”) and Viela Bio, Inc., a Delaware corporation (“Spinco”). MedImmune and Spinco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COMMERCIAL SUPPLY AGREEMENT by and between ASTRAZENECA PHARMACEUTICALS LP and VIELA BIO, INC. DATED AS OF APRIL 4, 2019Commercial Supply Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
SBIBT and Viela Bio agree that, effective as of the Assignment Date, the address of each Party under Section 12.3 of the License Agreement shall be changed to the following:
LICENSE AGREEMENT between MEDIMMUNE, LLC and VIELA BIO, INC. Dated as of February 23, 2018License Agreement • August 14th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made and entered into as of February 23, 2018 (the “Effective Date”) by and between MedImmune, LLC, a Delaware corporation (and a member of the AstraZeneca group of companies) (“MedImmune”) and Viela Bio, Inc., a Delaware corporation (“Spinco”). MedImmune and Spinco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MRC PAYMENT AGREEMENT (MEDI-7734) between MEDIMMUNE LIMITED And VIELA BIO, INC. Dated as of February 23, 2018MRC Payment Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • England and Wales
This MRC Payment Agreement (this “Agreement”) is made by way of a deed and entered into as of February 23, 2018 (the “Effective Date”) by and between MedImmune Limited, a company formed and registered under the laws of England and Wales, whose registered office is at Milstein Building, Granta Park, Cambridge, CB21 6GH (and which is a member of the AstraZeneca group of companies) (“MedImmune”) and Viela Bio, Inc., a Delaware corporation (“Spinco”). MedImmune and Spinco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LONZA SUBLICENSE AGREEMENT between MEDIMMUNE, LLC and VIELA BIO, INC. Dated as of February 23, 2018Sublicense Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
This Lonza Sublicense Agreement (this “Agreement”) is made and entered into as of February 23, 2018 (the “Effective Date”) by and between MedImmune, LLC, a Delaware corporation, whose registered office is at One MedImmune Way, Gaithersburg, Maryland 20878 (and which is a member of the AstraZeneca group of companies) (“MedImmune”) and Viela Bio, Inc., a Delaware corporation (“Spinco”). MedImmune and Spinco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • August 1st, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • North Carolina
THIS LICENSE AGREEMENT made and entered into this 21st day of September, 2004 (“EFFECTIVE DATE”), by and between DUKE UNIVERSITY, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), having its principal office at Durham, North Carolina 27708, and Cellective Therapeutics, Inc., a corporation organized under the laws of Delaware (“COMPANY”), with its corporate headquarters and principal office at 4819 Emperor Boulevard, Suite 400, Durham, North Carolina 27703.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN MEDIMMUNE, LLC, AND VIELA BIO, INC. DATED AS OF FEBRUARY 23, 2018Transition Services Agreement • August 14th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of February 23, 2018 (the “Effective Date”), between MEDIMMUNE, LLC, a Delaware limited liability company (“AZ”), and Viela Bio, Inc., a Delaware corporation (“Spinco”). AZ and Spinco are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENT between SBI BIOTECH CO. LTD. and MEDIMMUNE, LLC. dated as of September 9, 2008License Agreement • August 1st, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
ASSET PURCHASE AGREEMENT BY AND BETWEEN MEDIMMUNE, LLC, MEDIMMUNE LIMITED, ASTRAZENECA COLLABORATION VENTURES, LLC, AND VIELA BIO, INC. DATED AS OF FEBRUARY 23, 2018Asset Purchase Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT is entered into as of February 23, 2018 (this “Agreement”), by and between MEDIMMUNE, LLC, a Delaware limited liability company (“Medi LLC”), MEDIMMUNE LIMITED, a United Kingdom company (“Medi Ltd”), and ASTRAZENECA COLLABORATION VENTURES, LLC, a Delaware limited liability company (“AZCV”), and VIELA BIO, INC., a Delaware corporation (“Spinco”). Each of Medi LLC, Medi Ltd and AZCV are sometimes referred to herein individually as an “AZ Party” and collectively as the “AZ Parties.” Each of the AZ Parties and Spinco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Exhibit A.
Viela Bio, Inc. One Medimmune Way, First Floor, Area Two Gaithersburg, Maryland 20878Merger Agreement • February 12th, 2021 • Viela Bio, Inc. • Pharmaceutical preparations
We are pleased to inform you that, on January 31, 2021, Viela Bio, Inc. (“Viela”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with, Horizon Therapeutics USA, Inc. (“Parent”), Teiripic Merger Sub, Inc. (“Purchaser”) and solely for purposes of Sections 6.7 and 9.12 of the Merger Agreement, Horizon Therapeutics plc (“Ultimate Parent”). In accordance with the Merger Agreement, Purchaser has commenced on February 12, 2021, a tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock, par value $0.001 per share (the “Company Shares”), at a price per Share of $53.00, net to the holder thereof in cash and less any required taxes (the “Offer Price”).
CLINICAL SUPPLY AGREEMENT by and between ASTRAZENECA UK LIMITED and VIELA BIO, INC. DATED AS OF FEBRUARY 23, 2018Clinical Supply Agreement • August 14th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • New York
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 29th, 2019 • Viela Bio, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of September 21, 2004 (“Effective Date”), is between the Dana-Farber Cancer Institute, Inc., a Massachusetts non-profit organization having a principal place of business at 44 Binney Street, Boston, Massachusetts, 02115 (“DFCI”), and Cellective Therapeutics, Inc, a Delaware corporation having a principal place of business at 100 Capitola Drive, Suite 103, Durham, North Carolina 27713 (“Licensee”).
