Harmony Biosciences Holdings, Inc. Common Stock Form of Underwriting AgreementUnderwriting Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
Harmony Biosciences Holdings, 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 the representatives (the “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”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 11th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2020 by and between Harmony Biosciences Holdings, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
CREDIT AGREEMENT dated as of August 9, 2021 among HARMONY BIOSCIENCES HOLDINGS, INC., as the Borrower, HARMONY BIOSCIENCES, LLC, as the initial Guarantor, AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO...Credit Agreement • August 10th, 2021 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of August 9, 2021, among HARMONY BIOSCIENCES HOLDINGS, INC., a Delaware corporation (the “Borrower”), its wholly owned subsidiary, HARMONY BIOSCIENCES, LLC, a Delaware limited liability company (“Harmony”) as the sole initial Guarantor, the other Guarantors (as defined herein) from time to time party hereto, the Lenders (as defined herein) from time to time party hereto and Wilmington Trust, National Association, as Administrative Agent (as defined herein).
HARMONY BIOSCIENCES HOLDINGS, INC. INDENTURE Dated as of ___________, 20___ TrusteeIndenture • November 9th, 2021 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
Indenture dated as of __________, 20__ between Harmony Biosciences Holdings, Inc., a company incorporated under the laws of the State of Delaware (“Company”), and [______] (“Trustee”).
CREDIT AGREEMENT dated as of July 26, 2023 among HARMONY BIOSCIENCES HOLDINGS, INC., as Borrower The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and JPMORGAN CHASE BANK, N.A., as Bookrunner and Lead ArrangerCredit Agreement • July 27th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT (this “Agreement”) dated as of July 26, 2023 among HARMONY BIOSCIENCES HOLDINGS, INC., a Delaware corporation, the Lenders from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
RIGHT OF USE AGREEMENTRight of Use Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Illinois
This Right of Use Agreement (“Agreement”), effective as of November 1, 2019 (the “Effective Date”), is by and between Paragon Biosciences, LLC, a Delaware limited liability company (“Paragon”), and Harmony Biosciences, LLC, a Delaware limited liability company (the “Portfolio Company”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Illinois
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of September 22, 2017 (the “Effective Date”), is by and among Paragon Biosciences, LLC, a Delaware limited liability company (the “Management Company”), Harmony Biosciences, LLC, a Delaware limited liability company (the “Company”), and, solely with respect to Section 6 herein, Jeffrey S. Aronin (“Aronin”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth Section 9 of this Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 14th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 14, 2023, by and among: Harmony Biosciences Holdings, Inc., a Delaware corporation (“Parent”); Xylophone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Zynerba Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 14th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
This Tender and Support Agreement (this “Agreement”) is entered into as of August 14, 2023, by and among Harmony Biosciences Holdings, Inc., a Delaware corporation (“Parent”), Xylophone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and [●] (“Stockholder”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 10th, 2021 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of August 9, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by HARMONY BIOSCIENCES HOLDINGS, INC., a Delaware corporation (the “Borrower”), its wholly owned subsidiary HARMONY BIOSCIENCES, LLC, a Delaware limited liability company (“Harmony” and together with the Borrower and any other entity that may become a party hereto as provided herein, are referred to each as a “Grantor” and, collectively as the “Grantors”), in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent (together with its successors, transferees and assignees in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
HARMONY BIOSCIENCES, LLC EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 15th, 2021 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated as of March 4, 2021, is made by and between Harmony Biosciences, LLC a Delaware limited liability company (the “Company”), and Sandip Kapadia (the “Executive”).
AMENDMENT NO. 1 TO LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • England and Wales
This Amendment No. 1, dated as of August 27, 2018 (this “Amendment”), to the License and Commercialization Agreement (the “Agreement”), dated as of July 28, 2017, is entered into between Bioprojet Societe Civile de Recherche, an independent (privately) owned research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (“Bioprojet SCR”) and together with its Affiliates, including Bioprojet Pharma SARL and Bioprojet Europe Ltd., “Bioprojet”), and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462 USA (“Partner”). Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Agreement. Bioprojet and Partner may be referred to herein, together, as the “Parties” and, individually, as a “Party.”
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 9, 2019, by and among Harmony Biosciences II, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders of the Company and holders of warrants to acquire shares of capital stock of the Company listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. LICENSE AND...License and Commercialization Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • England and Wales
THIS LICENSE AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of July 28, 2017 (“Signing Date”) is entered into between Bioprojet Société Civile de Recherche, an independent (privately owned) research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (“Bioprojet SCR” and together with its Affiliates, including Bioprojet Pharma SARL and Bioprojet Europe Ltd., “Bioprojet”) and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 1033 Skokie Boulevard, Suite 600, Northbrook, Illinois 60062 (“Partner”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • England and Wales
This Trademark License Agreement (this “Agreement”) is entered into this 23rd day of August, 2018 (the “Effective Date”) by and among Bioprojet Europe, Ltd., a company organized under the laws of Ireland and having its place of business at 101 Furry Park Road, Killester, Dublin 5, D05KD52 Ireland (“Licensor”), Bioprojet Société Civile de Recherche, an independent (privately owned) research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (“Bioprojet”), and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 1033 Skokie Boulevard, Suite 600, Northbrook, Illinois 60062 (“Licensee”). Licensor, Bioprojet, and Licensee hereafter are collectively referred to as the “Parties,” and each individually is referred to as a “Party,” where no other distinction is required.
TO LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • April 30th, 2024 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 2, dated as of April 6, 2024 (this “Second Amendment”), to the License and Commercialization Agreement, dated as of July 28, 2017, and amended on August 27, 2018 (the “First Amendment”, collectively the “Agreement”), is entered into between Bioprojet Société Civile de Recherche, an independent (privately) owned research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (“Bioprojet SCR”) and together with its Affiliates, including Bioprojet Pharma SARL and Bioprojet Europe Ltd., “Bioprojet”), and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462 USA (“Partner”). Capitalized terms used, but not otherwise defined, in this Second Amendment shall have the meanings ascribed to them in the Agreement. Bioprojet and Partner may be r
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • March 10th, 2021 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Pennsylvania
This Confidential Separation Agreement and General Release (“Agreement”), dated as of March 4, 2021 (the “Agreement Date”), is made by and between Harmony Biosciences, LLC, a Delaware limited liability company (the “Company”), and Susan L. Drexler (“Employee”) to ensure the protection of the Company and its business and to fully settle and resolve any and all issues and disputes arising out of Employee’s employment with and separation from the Company.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 27th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of July 26, 2023 by and among HARMONY BIOSCIENCES HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the Subsidiaries (as defined in the Credit Agreement identified below) of the Borrower listed on the signature pages hereto (together with the Borrower, each an “Initial Grantor”) and those Material Domestic Subsidiaries (as defined in the Credit Agreement) hereafter formed or acquired which become parties to this Security Agreement from time to time in accordance with the terms of the Credit Agreement by executing a Security Agreement Joinder (as defined below) (together with the Initial Grantors, the “Grantors” and each a “Grantor”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agre
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENTConfidentiality and Nondisclosure Agreement • August 28th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Pennsylvania
THIS CONFIDENTIALITYANDNONDISCLOSURE AGREEMENT (this“Agreement”) is entered into as of this 17th day of November, 2021, by and between Harmony Biosciences, LLC “Harmony”), a Delaware limited liability company, and Zynerba Pharmaceuticals, Inc. (“Zynerba”), a Delaware corporation, to assure the protection and preservation of confidential and proprietary information to be disclosed by one Party to the other in the course of evaluating a possible business relationship between them. Each of Harmony and Zynerba is a “Party” and collectively the “Parties”.
JOINT FILING AGREEMENTJoint Filing Agreement • August 24th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 5th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 (this “Amendment”) dated as of October 4, 2023, to the Agreement and Plan of Merger, dated as of August 14, 2023 (the “Agreement”), by and among: Harmony Biosciences Holdings, Inc., a Delaware corporation (“Parent”); Xylophone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Zynerba Pharmaceuticals, Inc., a Delaware corporation (the “Company”), is made by and among Parent, Merger Sub and the Company (collectively the “Parties”).
ACKNOWLEDGMENT AND RELEASE AGREEMENT January 20, 2023Option Agreement • February 21st, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations
As you know, Harmony Biosciences Holdings, Inc. (the “Company”) previously granted to you the awards of stock options (the “Options”) set forth on Exhibit A hereto under and pursuant to the Company’s Amended and Restated Equity Incentive Plan (the “Plan”) and the applicable Option agreements between you and the Company evidencing your Options (each, an “Option Agreement”). You are receiving this Acknowledgment and Release Letter Agreement (this “Agreement”) because your employment with the Company will terminate on January 20, 2023 (the “Termination Date”) and the Company desires to clarify how your Options will be treated in connection with such termination.
Harmony Biosciences Holdings, Inc. 8,000,000 Shares of Common Stock Underwriting AgreementHarmony Biosciences Holdings, Inc. • November 1st, 2024 • Pharmaceutical preparations
LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • November 1st, 2022 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • England and Wales
THIS LICENSE AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of July 31, 2022 (“Signing Date”) is entered into between Bioprojet Société Civile de Recherche, an independent (privately owned) research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (together with its Affiliates, including Bioprojet Pharma SAS and Bioprojet Europe Ltd., “Bioprojet”) and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania, USA (“Harmony”).
TO LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • April 30th, 2024 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1, dated as of April 6, 2024 (this “First Amendment”), to the License and Commercialization Agreement, dated as of July 31, 2022, (the “Agreement”), is entered into between Bioprojet Société Civile de Recherche, an independent (privately) owned research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (together with its Affiliates, including Bioprojet Pharma SAS and Bioprojet Europe Ltd., “Bioprojet”), and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462 USA (“Partner”). Capitalized terms used, but not otherwise defined, in this First Amendment shall have the meanings ascribed to them in the Agreement. Bioprojet and Partner may be referred to herein, together, as the “Parties” and, individually, as a “Party.”
2- ARTICLE II COMPENSATION AND BENEFITS Section 2.01 Base Salary. During the Term, the Company will pay the Executive a base salary (the “Base Salary”) of $650,000 per year, pro-rated for partial years of service, in accordance with the Company’s...Employment Agreement • April 24th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
GUARANTYHarmony Biosciences Holdings, Inc. • July 27th, 2023 • Pharmaceutical preparations • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of July 26, 2023 by and among each of the Subsidiaries of HARMONY BIOSCIENCES HOLDINGS, INC., a Delaware corporation (the “Borrower”), listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Material Domestic Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 1st, 2022 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
FIRST INCREMENTAL AMENDMENTFirst Incremental Amendment • September 25th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
This FIRST INCREMENTAL AMENDMENT (this “First Incremental Amendment”), dated as of September 21, 2023, is entered into among HARMONY BIOSCIENCES HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the Subsidiary Guarantors party hereto, the Incremental Lenders (as defined below) and JPMOrgan CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT dated as of January 9, 2020 among HARMONY BIOSCIENCES, LLC, as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and ORBIMED ROYALTY & CREDIT OPPORTUNITIES III, LP, as the Administrative Agent THE LOANS ARE DEEMED TO BE MADE...Credit Agreement • July 27th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT dated as of January 9, 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among HARMONY BIOSCIENCES, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (defined herein) and ORBIMED ROYALTY & CREDIT OPPORTUNITIES III, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees), as Administrative Agent. The Borrower, the Administrative Agent and each Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 28th, 2023 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and between Harmony Biosciences Holdings, Inc., a Delaware corporation (“Parent”), and [RIGHTS AGENT], a [●], as Rights Agent (the “Rights Agent”).
HARMONY BIOSCIENCES HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 21st, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
Harmony Biosciences Holdings, Inc., a Delaware corporation (the “Company”), is pleased to advise you, the “Participant” whose signature appears on the signature page hereto, that the Company has granted to you a stock option (an “Option”), as provided below, under the Company’s “Harmony Biosciences Holdings, Inc. Amended and Restated Equity Incentive Plan” (as amended from time to time, the “Plan”), a copy of which is attached hereto and incorporated herein by reference. The Option has been granted, and the shares of Common Stock issuable upon exercise will be issued, pursuant to a “compensatory benefit plan” within the meaning of such term under Rule 701 of the Exchange Act.
