MIRUM PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • September 9th, 2022 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among MIRUM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SALES AGREEMENTSales Agreement • August 3rd, 2020 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
MIRUM PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • September 9th, 2022 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between MIRUM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • August 3rd, 2020 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
MIRUM PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • September 9th, 2022 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between MIRUM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Mirum Pharmaceuticals, INC., Issuer AND [TRUSTEE], TrusteeIndenture • August 3rd, 2020 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
MIRUM PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • September 9th, 2022 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between MIRUM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2023 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2023, among Mirum Pharmaceuticals, Inc., a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Office Lease METRO CENTER METRO CENTER TOWER FOSTER CITY, CALIFORNIA Between HUDSON METRO CENTER, LLC, a Delaware limited liability company as Landlord, and MIRUM PHARMACEUTICALS, INC., a Delaware corporation as TenantOffice Lease • June 21st, 2019 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between HUDSON METRO CENTER, LLC, a Delaware limited liability company (“Landlord”), and MIRUM PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit B-1 (Approved Space Plan); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); and Exhibit F-1 (Temporary Space).
MIRUM PHARMACEUTICALS, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 17, 2023 4.00% Convertible Senior Notes due 2029Indenture • April 17th, 2023 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of April 17, 2023, between Mirum Pharmaceuticals, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Mirum Pharmaceuticals, Inc. [ 🌑 ] Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • January 6th, 2020 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Mirum Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ 🌑 ] shares of common stock, $0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ 🌑 ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I hereto other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
MIRUM PHARMACEUTICALS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • November 2nd, 2023 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC and Cantor Fitzgerald & Co. (each, an “Agent” and together, the “Agents”), as follows:
Office Lease METRO CENTER FOSTER CITY, CALIFORNIA Between HUDSON METRO CENTER, LLC, a Delaware limited liability company as Landlord, and MIRUM PHARMACEUTICALS, INC., a Delaware corporation as TenantOffice Lease • March 15th, 2024 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between HUDSON METRO CENTER, LLC, a Delaware limited liability company (“Landlord”), and MIRUM PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit B-1 (Approved Space Plan); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit F-1 (Letter of Credit); Exhibit F-2 (Suite 200 Potential Offering Space); Exhibit F-3 (Suite 220 Potential Offering Space); Exhibit F-4 (Suite 230 Potential Offering Space); and Exhibit F-5 (Suite 250 Potential Offering Space);
Mirum Pharmaceuticals, Inc. 3,750,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • December 15th, 2020 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Mirum Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 3,750,000 shares of common stock, $0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 562,500 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I hereto other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
REVENUE INTEREST PURCHASE AGREEMENT dated as of December 8, 2020 among MIRUM PHARMACEUTICALS, INC., the Purchasers from time to time party hereto and MULHOLLAND SA LLC, as Purchaser AgentRevenue Interest Purchase Agreement • December 10th, 2020 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REVENUE INTEREST PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of December 8, 2020, by and among Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Purchasers from time to time party hereto (each, a “Purchaser” and collectively, the “Purchasers”) and Mulholland SA LLC, as collateral agent and administrative agent for the Purchasers (the “Purchaser Agent”).
LICENSE AGREEMENTLicense Agreement • July 8th, 2019 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation and regulation of the powers of the Company, of its directors and of its stockholders or any class thereof as the case may be, it is further provided that:
MIRUM PHARMACEUTICALS, INC. INDEMNITY AGREEMENTIndemnification & Liability • July 8th, 2019 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2019, is made by and between MIRUM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
LICENSE AGREEMENT BETWEEN LUMENA PHARMACEUTICALS, INC. AND SATIOGEN PHARMACEUTICALS, INC. EFFECTIVE AS OF FEBRUARY 8, 2011License Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of February 8, 2011 (the “Effective Date”), by and between Lumena Pharmaceuticals, Inc. (“Licensee”), a corporation organized and existing under the laws of the State of Delaware, and Satiogen Pharmaceuticals, Inc. (“Satiogen”), a corporation organized and existing under the laws of the State of Delaware. Licensee and Satiogen are sometimes referred to herein individually as a “Party” and collectively as “Parties.” The Parties agree as follows:
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSET PURCHASE AGREEMENT by and...Asset Purchase Agreement • July 17th, 2023 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is being entered into as of July 16, 2023, by and between TRAVERE THERAPEUTICS, INC., a Delaware corporation (“Seller”) and MIRUM PHARMACEUTICALS, INC., a Delaware corporation (“Purchaser”). Purchaser and Seller may be referred to in this Agreement as, each, a “Party” and collectively, the “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 7th, 2023 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Subscription Agreement (this “Agreement”) is made and entered into as of July 16, 2023 (the “Effective Date”) by and among Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.
ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • New York
This Assignment and License Agreement (this “Agreement”) is made and entered into as of November 5, 2018 (the “Effective Date”) by and between Mirum Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (“Mirum”), and Shire International GmbH, a company organized under the laws of Switzerland (“Shire”). Mirum and Shire are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO REVENUE INTEREST PURCHASE AGREEMENTRevenue Interest Purchase Agreement • September 29th, 2021 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 (this “Amendment”) is entered into by and among Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Mulholland SA LLC, as Purchaser Agent for the Purchasers (in such capacity, the “Purchaser Agent”) and the Purchasers party to that certain Revenue Interest Purchase Agreement, dated as of December 8, 2020 (as amended, modified, restated or supplemented from time to time, the “RIPA”), effective as of September 28, 2021 (the “First Amendment Effective Date”).
Re: Transition, Separation and Consulting AgreementTransition, Separation and Consulting Agreement • January 9th, 2023 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations
This letter sets forth the substance of the transition, separation and consulting agreement (the “Agreement”) that Mirum Pharmaceuticals, Inc. (the “Company”) is offering to you.
Mirum Pharmaceuticals, Inc. 3,478,261 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • August 10th, 2022 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Mirum Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 3,478,261 shares of common stock, $0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 521,739 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I hereto other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
Shire AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc.
THIS AMENDMENT NO. 1, effective as of June 26, 2015 below (the “Effective Date”), is to that certain License Agreement, dated as of September 27, 2012, by and between SHIRE ORPHAN AND RARE DISEASE GMBH (successor in interest of Lumena Pharmaceuticals, Inc.), having a principal place of business at Zahlerweg 10, CH-6300 Zug, Swizterland (“Shire”) and SANOFI-AVENTIS DEUTSCHLAND GMBH, with a principal place of business at 65926 Frankfurt am Main, Germany (“Sanofi”) whereby Sanofi has granted to Shire an exclusive worldwide license under certain Sanofi’s intellectual property related to SAR-548304 in order for Shire to develop, manufacture and commercialize Licensed Products containing said SAR-548304 (the “Agreement”).
MIRUM PHARMACEUTICALS, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of November 5, 2018 by and among Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional investor that becomes a party to this Agreement in accordance with Section 7.10 hereof, and Shire International GmbH (“Shire”), provided that Shire shall only be party to this Agreement for the limited purposes of Subsection 2.1, Subsection 2.4 (in the capacity as an Investor) and Subsections 3.2 and 3.11 (in the capacity as a Holder), and, for the avoidance of doubt, shall not have any rights as an Investor for purposes of Subsections 2.2 and 2.3, Subsection 3.1, Section 4 and Section 5.
MIRUM PHARMACEUTICALS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 10th, 2020 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of December 8, 2020 (the “Execution Date”) by and among Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors listed on Annex I hereto, each a Delaware limited partnership, and their affiliates and/or designees (collectively, the “Investor”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN JANSSEN BIOTECH, INC. AND MIRUM PHARMACEUTICALS, INC. November 16, 2021Asset Purchase Agreement • November 19th, 2021 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2021 (the “Effective Date”), by and between JANSSEN BIOTECH, INC., a corporation organized under the laws of Pennsylvania (“Buyer”), and MIRUM PHARMACEUTICALS, INC., a corporation organized under the laws of Delaware (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
ContractLicense Agreement • June 21st, 2019 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations
Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
LICENSE AGREEMENT BETWEEN LUMENA PHARMACEUTICALS, INC. AND PFIZER INC. DATED June 1, 2012License Agreement • June 21st, 2019 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of June 1, 2012 (the “Effective Date”), by and between Lumena Pharmaceuticals, Inc. (“Lumena”), a corporation organized and existing under the laws of the State of Delaware, and Pfizer Inc. (“Pfizer”), a corporation organized and existing under the laws of the State of Delaware. Lumena and Pfizer are sometimes referred to herein individually as a “Party” and collectively as “Parties.” The Parties agree as follows:
THIRD AMENDMENTOffice Lease • March 15th, 2024 • Mirum Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT (this “Amendment”) is made and entered into as of ___January 17_____, 2024, by and between HUDSON METRO CENTER, LLC, a Delaware limited liability company (“Landlord”), and MIRUM PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • New York
This Transition Services Agreement (this “Agreement”) is dated as of January 28, 2019 (the “Execution Date”), by and between Mirum Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (“Mirum”), and Shire International GmbH, a company organized under the laws of Switzerland (“Shire”). Mirum and Shire may be referred to herein individually as a “Party” and together as the “Parties”.
