MeiraGTx Holdings PLC Sample Contracts
MeiraGTx Holdings plc (a Cayman Islands exempted company) 12,500,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2024 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
MeiraGTx Holdings plc, (a Cayman Islands exempted company) (the “Company”) confirms its agreement with each of the 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 whom BofA Securities, Inc. is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of ordinary shares, nominal value $0.00003881 per share, of the Company (“Ordinary Shares”) set forth in Schedule A hereto. The aforesaid 12,500,000 Ordinary Shares to be purchased by the Underwriters are herein called the “Securities.”
Standard Contracts
MEIRAGTX HOLDINGS PLC INDEMNIFICATION AGREEMENTIndemnification Agreement • May 29th, 2018 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into on ______________, 20[18] between MeiraGTx Holdings plc, a Cayman Islands exempted company (the “Company”), and [Name] (“Indemnitee”).
MEIRAGTX HOLDINGS PLC Ordinary Shares (nominal value $0.00003881 per share) Sales AgreementSales Agreement • December 21st, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
MeiraGTx Holdings plc, a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with BofA Securities, Inc. (the “Agent”), as follows:
Dated July 30, 2018 Lease relating to Premises known as Third Floor, London N1 7NP between Moorfields Eye Hospital NHS Foundation Trust and MeiraGTx UK II LimitedLease • August 8th, 2018 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
MeiraGTx UK II Limited incorporated and registered in England and Wales with company number 9348737 whose registered office is at 92 Britannia Walk, London N1 7NQ.
Confidential Treatment Requested by MeiraGTx Holdings plc AMENDMENT NO. 4 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 26th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
This AMENDMENT NO. 4 TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), effective as of January 29, 2019 (“Amendment Effective Date”), is entered into by and between MeiraGTx Limited (registered number 9501998), having a place of business located at 92 Britannia Walk, London, United Kingdom, N1 7NQ United Kingdom (“MeiraGTx”) and UCL Business PLC (registered number 02776963), whose registered office is The Network Building, 97 Tottenham Court Road, London W1T 4TP United Kingdom (“UCLB”). MeiraGTx and UCLB are each sometimes referred to herein as a “Party” and collectively referred to herein as the “Parties”.
Employment AgreementEmployment Agreement • May 29th, 2018 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This Employment Agreement (“Agreement”) is entered into effective as of February 15th, 2016, by and between MeiraGTx LLC (“Meira”), a Delaware limited liability company, and its parent MeiraGTx Limited and subsidiaries (together, the “Company” or “MeiraGTx”), and Richard Giroux (“Employee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 29th, 2018 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into on this 31st day of December, 2015 (the “Effective Date”) by and between MeiraGTx Acquisition Corporation, a Delaware corporation (“Merger Sub”), BRI-Alzan Inc., a Delaware corporation (the “Company”), F-Prime Inc. (f/k/a Fidelity Biosciences Corp.), a Delaware corporation with the address of its principal office set forth on the signature page hereto (“Fidelity”), Gregory Petsko, an individual resident at the address set forth on the signature page hereto (“Petsko”), Dagmar Ringe, an individual resident at the address set forth on the signature page hereto (“Ringe”), and Brandeis University, a not-for-profit corporation duly incorporated and existing under the laws of the Commonwealth of Massachusetts with the address of its principal office set forth on the signature page hereto (“Brandeis” and together with Fidelity, Petsko and Ringe, each, a “Seller” and, collectively, the “Sellers”), Fidelity, solely in its capac
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 11th, 2021 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This Change in Control Agreement (“Agreement”) is made effective as of [___________], by and between [EMPLOYING SUBSIDIARY] (the “Company”) and [_______] (“Executive”).
COLLABORATION, OPTION AND LICENSE AGREEMENT BY AND BETWEEN JANSSEN PHARMACEUTICALS, INC., MEIRAGTX UK II LIMITED AND MEIRAGTX HOLDINGS PLCCollaboration, Option and License Agreement • March 26th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This Collaboration, Option and License Agreement (this “Agreement”) is made as of January 30, 2019 (the “Execution Date”), by and between Janssen Pharmaceuticals, Inc., a Pennsylvania corporation located at 1125 Trenton-Harbourton Road, Titusville, NJ 08560, United States of America (“Janssen”), on the one hand, and MeiraGTx UK II Limited, a company organized and existing under the laws of England, located at 25 Provost Street, London N1 7NH, United Kingdom and MeiraGTx Holdings plc, a Cayman Islands corporation located at 430 East 29th Street, 10th Floor, New York, NY 10016, United States of America (MeiraGTx UK II Limited and MeiraGTx Holdings plc, individually or collectively, “MeiraGTx”), on the other hand. Janssen and MeiraGTx are each referred to individually as a “Party” and together as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 3rd, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2023 by and among MeiraGTx Holdings plc, a Cayman Islands exempted company (the “Company”), and each investor identified in Schedule 1 hereto (each, including successors and assigns, an “Investor,” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2023 by and among MeiraGTx Holdings plc, a Cayman Islands exempted company (the “Company”), and each investor party to that certain Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company and each such investor (each an “Investor” and collectively, the “Investors”) in connection with the Purchase Agreement. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
AGREEMENT OF SUBLEASE IMCLONE SYSTEMS, LLC, as Sublandlord and MEIRAGTX, LLC, as Subtenant PREMISES AT NEW YORK, NEW YORK Entire 14th Floor May 31, 2019Sublease Agreement • August 7th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT OF SUBLEASE (this “Sublease”) dated as of the 31st day of May, 2019, between IMCLONE SYSTEMS, LLC, a Delaware limited liability company (“Sublandlord”), and MEIRAGTX, LLC, a Delaware limited liability company (“Subtenant”).
LEASE AGREEMENTLease Agreement • May 14th, 2018 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
THIS LEASE AGREEMENT is made as of this 29 day of June, 2016, between ARE-EAST River Science Park, LLC, a Delaware limited liability company (“Landlord”), and MeiraGTx, LLC, a Delaware limited liability company (“Tenant”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 7th, 2020 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
I, Bruce Gottlieb, by my signature below resign from my employment and any and all other offices or directorships with MeiraGTx, LLC and any of its affiliates (“Meira” or the “Company”) without Good Reason as defined in my employment agreement dated March 25, 2019 (“Employment Agreement”), effective immediately, and understand that a severance package is being made available to me in exchange for signing this Separation and Release Agreement (“Release”).
CONSULTING AGREEMENTConsulting Agreement • March 26th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2018, by and between MeiraGTx Holdings plc, a company incorporated in the Cayman Islands (the “Company”) with offices at 450 East 29th Street, 15th Floor, New York, NY 10016, Vector Consulting LLC, a limited liability company organized in New York with a mailing address at 62 N. Livingston Avenue, Livingston, NJ 07039 (the “Consulting Entity”), Michael G. Kaplitt, an individual residing at 1113 York Avenue, Apt. 26E, New York, NY 10065 , Matthew During, an individual residing at 8 Nearwater Road, Rowayton, CT 06853, and Stephen B. Kaplitt, an individual residing at 62 N. Livingston Avenue, Livingston, NJ 07039 (each such individual, a “Consultant” and collectively, the “Consultants”). The Company, the Consulting Entity and the Consultants are collectively referred to as the “Parties” and each a “Party”.
CONSENT AND AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT AND GUARANTYNote Purchase Agreement and Guaranty • August 10th, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
This CONSENT AND AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT AND GUARANTY, dated as of August 10, 2023 (this “Agreement”), is by and among MEIRAGTX HOLDINGS PLC, an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number 336306 (the “Issuer”), certain Subsidiaries of the Issuer party hereto (the “Subsidiary Guarantors”), the Noteholders party hereto, and PERCEPTIVE CREDIT HOLDINGS III, LP, as administrative agent for the Noteholders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
Certain information marked as [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. ASSET PURCHASE AGREEMENT Dated as of December 20, 2023 by and among JANSSEN...Asset Purchase Agreement • March 15th, 2024 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This Asset Purchase Agreement (this “Agreement”) dated as of December 20, 2023, is entered into by and among Janssen Pharmaceuticals, Inc., a Pennsylvania corporation located at 1125 Trenton-Harbourton Road, Titusville, NJ 08560, United States of America (“Buyer”), on one hand, and MeiraGTx UK II Limited, a company organized and existing under the laws of England and Wales, located at 34-38 Provost Street, London N1 7NG, United Kingdom and MeiraGTx Holdings plc, a Cayman Islands corporation located at 450 East 29th Street, 14th Floor, New York, NY 10016, United States of America, on the other hand (MeiraGTx UK II Limited and MeiraGTx Holdings plc, together, “Seller”). Buyer and Seller are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”.
Confidential Treatment Requested by MeiraGTx Holdings plc LICENSE AGREEMENT between BRANDEIS UNIVERSITY and BRI-Alzan Inc.License Agreement • May 29th, 2018 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • Massachusetts
Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
Dated 29th May 2019 Agreement for Lease with Landlord’s Refurbishment Works relating to 34-38 Provost Street London N1 7NGAgreement for Lease • August 7th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • England and Wales
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 26th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 5, 2018, by and among MeiraGTx Holdings plc, a company incorporated in the Cayman Islands (the “Buyer”), VN Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (“Merger Sub 1”), VN Acquisition 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (“Merger Sub 2”), Vector Neurosciences Inc., a Delaware corporation, the Company Stockholders named on the signature pages hereto and Stephen B. Kaplitt, as the representative of the Company Stockholders (in such capacity, the “Company Stockholder Representative” and, collectively with the Buyer, Merger Sub 1, Merger Sub 2, the Company and the Company Stockholders, the “Parties”). “Company Stockholders” means each stockholder of the Company as of immediately prior to the Merger 1 Effective Time.
SHAREHOLDER AGREEMENT OF MEIRAGTX HOLDINGS PLC DATED AS OFShareholder Agreement • June 4th, 2018 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2022 by and among MeiraGTx Holdings plc, a Cayman Islands exempted company (the “Company”), and Johnson & Johnson Innovation – JJDC, Inc. (the “Investor”).
INVESTMENT AGREEMENTInvestment Agreement • October 30th, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2023 by and between MeiraGTx Holdings plc, a Cayman Islands exempted company (the “Company”), and Sanofi Foreign Participations B.V., a company incorporated in the Netherlands whose registered office is at Paasheuvelweg 25, 1105 BP Amsterdam, Netherlands (the “Investor”) in connection with that certain Investment Agreement, by and between the Company, the Investor and Sanofi, a French société anonyme (the “Investment Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Investment Agreement unless otherwise defined herein.
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT OF MEIRAGTX HOLDINGS PLCRegistration Rights Agreement • August 10th, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
THIS FIRST AMENDMENT to the Registration Rights Agreement (this “Amendment”), dated as of May 12, 2023, is entered into by and among MeiraGTx Holdings plc, a Cayman Islands exempted company (the “Company”) and Johnson & Johnson Innovation – JJDC, Inc. (the “Investor” and, together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Rights Agreement (as defined below).
NOTENote • March 14th, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
This Note is a Note issued pursuant to the terms of the Note Purchase Agreement, and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Note Purchase Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Note Purchase Agreement.
AMENDED AND RESTATED NOTES PURCHASE AGREEMENT AND GUARANTY dated as of August 2, 2022 as amended and restated as of December 19, 2022 by and among MEIRAGTX HOLDINGS PLC, as the Issuer THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO as the...Notes Purchase Agreement and Guaranty • March 14th, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
AMENDED AND RESTATED NOTES PURCHASE AGREEMENT AND GUARANTY, dated as of August 2, 2022, as amended and restated as of December 19, 2022 (this “Agreement”), by and among MeiraGTx Holdings plc, an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number 336306 (the “Issuer”), certain Subsidiaries of the Issuer required to provide Guarantees from time to time hereunder, Perceptive Credit Holdings III, LP (the “Original Noteholder”) and each other noteholder that may from time to time become a party hereto (each, together with their permitted successors and assigns, a “Noteholder” and collectively, the “Noteholders”), and Perceptive Credit Holdings III, LP, as administrative agent for the Noteholders (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”).
SHAREHOLDER AGREEMENT OF MEIRAGTX HOLDINGS PLC DATED AS OFShareholder Agreement • March 11th, 2020 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
B The parties to this Agreement, other than the Company, as at the date of this Agreement, hold in aggregate 36,389,759 A Shares and 44,714,965 C Shares.
Service AgreementService Agreement • May 29th, 2018 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
Certain information marked as [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. TERMINATION AGREEMENTTermination Agreement • March 15th, 2024 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
This Termination Agreement (this “Agreement”), dated as of December 20, 2023 (the “Effective Date”), is by and among Janssen Pharmaceuticals, Inc., a Delaware corporation (“Janssen”) on one hand, and MeiraGTx UK II Limited, a company organized and existing under the laws of England and Wales, and MeiraGTx Holdings plc, an exempted company with limited liability incorporated under the laws of the Cayman Islands, on the other hand (MeiraGTx UK II Limited and MeiraGTx Holdings plc, individually or collectively, “MeiraGTx”). MeiraGTx and Janssen are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • June 4th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
I, Katherine Breedis, understand that my employment with MeiraGTx, LLC (“Meira” or the “Company”) has been terminated, as mutually agreed, effective April 16, 2019 and that a severance package is being made available to me in exchange for signing this Separation and Release Agreement (“Release”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • March 14th, 2023 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY, dated as of December 19, 2022 (this “Amendment”), is by and among MEIRAGTX HOLDINGS PLC, an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number 336306 (the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors”), the Lenders party hereto, and PERCEPTIVE CREDIT HOLDINGS III, LP, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2019 by and among MeiraGTx Holdings plc, a Cayman Islands exempted company (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
CONSENT AND AMENDMENTNotes Purchase Agreement • March 15th, 2024 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This CONSENT AND AMENDMENT (this “Agreement”) is made and entered into as of December 20, 2023 by and among MEIRAGTX HOLDINGS PLC an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number 336306 (the “Issuer”), certain Subsidiaries (as defined in the Notes Purchase Agreement, defined below) of the Issuer that are signatories hereto, and PERCEPTIVE CREDIT HOLDINGS III, LP, acting in its capacities as (i) a Noteholder (as defined in the Notes Purchase Agreement) and (ii) the administrative agent for the Noteholders (also as defined in the Notes Purchase Agreement) (in such capacity, the “Administrative Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2019 by and among MeiraGTx Holdings plc, a Cayman Islands exempted company (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).