3,491,620 Shares Liquidia Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2023 • Liquidia Corp • Pharmaceutical preparations • New York
Introductory. Liquidia Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 3,491,620 shares of its common stock, par value $0.001 per share (the “Shares”). The 3,491,620 Shares to be sold by the Company are called the “Offered Shares.” BofA Securities, Inc. (“BofA”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 3rd, 2021 • Liquidia Corp • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 26, 2021 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) LIQUIDIA CORPORATION, a Delaware corporation (“Parent Borrower”), (ii) LIQUIDIA TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), and (iii) LIQUIDIA PAH, LLC, a Delaware limited liability company (“Liquidia PAH” and, together with Parent Borrower and Technologies, jointly and severally, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractWarrant Agreement • January 11th, 2022 • Liquidia Corp • Pharmaceutical preparations • California
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 SECTIONS 6.3 AND 6.4 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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 22nd, 2022 • Liquidia Corp • Pharmaceutical preparations • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective June 13th, 2022 2022 (the “Effective Date”), by and between Rajeev Saggar (“Executive”) and Liquidia Technologies, Inc., a Delaware corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
AMENDED and restated LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 11th, 2022 • Liquidia Corp • Pharmaceutical preparations
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of the Effective Date among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB Innovation Credit Fund VIII, L.P., a Delaware limited partnership (“Innovation”), as a lender (SVB and Innovation and each of the other lenders from time to time a party hereto collectively the “Lenders” and each individually a “Lender”), and (d) the Borrower listed on Schedule I hereto.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2020 • Liquidia Corp • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [________] [__], 202[_], by and between Liquidia Corporation, a Delaware corporation (the “Corporation”), and [__________] (“Indemnitee”). Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in Section 1.
Support AgreementSupport Agreement • August 5th, 2020 • Liquidia Corp • Delaware
THIS SUPPORT AGREEMENT is entered into as of June 29, 2020 (this “Agreement”), by and among RareGen, LLC, a Delaware limited liability company (“RareGen”), Liquidia Technologies, Inc., a Delaware corporation (“Liquidia”), the undersigned stockholder of Liquidia (“Stockholder”) and Liquidia Corporation, a newly-formed Delaware corporation and wholly-owned subsidiary of Liquidia (“HoldCo”). For purposes of this Agreement, terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as hereinafter defined).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 8th, 2024 • Liquidia Corp • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 4, 2024, by and among Liquidia Corporation, a Delaware corporation, with headquarters located at 419 Davis Drive, Suite 100, Morrisville, NC 27560 (the “Company”) and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED COMMERCIAL MANUFACTURING SERVICES AND SUPPLY AGREEMENTCommercial Manufacturing Services and Supply Agreement • March 13th, 2024 • Liquidia Corp • Pharmaceutical preparations • New York
This Amended and Restated Commercial Manufacturing Services and Supply Agreement (the “Agreement”) is made and entered into as of July 13, 2023 (“Effective Date”), by and between Liquidia Technologies, Inc., with a principal place of business at 419 Davis Drive, Suite 100, Morrisville NC 27560 (“Customer”), and Lonza Tampa LLC f/k/a Xcelience, LLC, with principal place of business at 5415 West Laurel Street, Tampa, Florida 33607, USA (“Lonza”). Each of Lonza and Customer may be referred to herein individually as a “Party,” and Lonza and Customer may be referred to collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2021 • Liquidia Corp • Pharmaceutical preparations • North Carolina
This Executive Employment Agreement (the “Agreement”) is entered into effective May 18, 2020 (the “Effective Date”), by and between Tushar Shah (“Executive”) and Liquidia Technologies, Inc., a Delaware corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
ASSET Transfer AGREEMENTAsset Transfer Agreement • March 13th, 2024 • Liquidia Corp • Pharmaceutical preparations • New York
This ASSET TRANSFER AGREEMENT (this “Agreement”) is made and entered as of June 28, 2023 (“Effective Date”) by and between Pharmosa Biopharm Inc., a corporation incorporated under the laws of Taiwan having a place of business at 3F.-3, No. 66, Sanchong Road, Nangang District, Taipei City 11502, Taiwan (“Seller”), and Liquidia Technologies, Inc., a corporation incorporated under the laws of the State of Delaware, USA having a place of business at 419 Davis Drive, Suite 100, Morrisville, NC 27560, USA (“Buyer”). Seller and Buyer may be referred to herein as a “Party” or, collectively, as “Parties”, and certain other capitalized terms not otherwise defined herein shall have the definitions set forth in Article V hereof.
LICENSE AGREEMENTLicense Agreement • March 13th, 2024 • Liquidia Corp • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is dated as of June 28, 2023 (the “Effective Date”) by and between Pharmosa Biopharm Inc., a corporation incorporated under the laws of Taiwan having a place of business at 3F.-3, No. 66, Sanchong Road, Nangang District, Taipei City 11502, Taiwan (“Licensor”), and Liquidia Technologies, Inc., a corporation incorporated under the laws of the State of Delaware, USA having a place of business at 419 Davis Drive, Suite 100, Morrisville, NC 27560, USA (“Company”). Licensor and Company may be referred to herein as a “Party” or, collectively, as “Parties”.
COOPERATION AGREEMENTCooperation Agreement • August 5th, 2020 • Liquidia Corp • Delaware
This Cooperation Agreement, dated as of June 29, 2020 (this “Agreement”), is by and among Liquidia Corporation, a Delaware corporation (the “Company”), Liquidia Technologies, Inc., a Delaware corporation (“Liquidia”), and each of PD Joint Holdings, LLC Series 2016-A and PBM Capital Finance, LLC (together, the “New Company Investor”).
SECOND AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENTRevenue Interest Financing Agreement • March 13th, 2024 • Liquidia Corp • Pharmaceutical preparations
This SECOND AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT, dated as of June 28, 2023 (this “Amendment”), is entered into by and between Liquidia Technologies, Inc., a Delaware corporation (the “Company”), and Healthcare Royalty Partners IV, L.P., a Delaware limited liability partnership, as the sole Investor and Investor Representative under the Agreement (as defined below) (the “Investor Representative”), solely with respect to certain enumerated provisions in the Agreement described herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
Supply Agreement (“Agreement”)Supply Agreement • March 13th, 2024 • Liquidia Corp • Pharmaceutical preparations • England and Wales
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2024 • Liquidia Corp • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 4, 2024, by and among Liquidia Corporation, a Delaware corporation (the “Company”) and the purchasers identified on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”) and such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below).
THIRD AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENTRevenue Interest Financing Agreement • March 13th, 2024 • Liquidia Corp • Pharmaceutical preparations
This THIRD AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT (this “Amendment”), dated as of July 27, 2023 (the “Amendment Effective Date”), is entered into by and between Liquidia Technologies, Inc., a Delaware corporation (the “Company”), and Healthcare Royalty Partners IV, L.P., a Delaware limited liability partnership, as the sole Investor and Investor Representative under the Agreement (as defined below) (the “Investor Representative”), solely with respect to certain enumerated provisions in the Agreement described herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
LITIGATION FUNDING AND INDEMNIFICATION agreementLitigation Funding and Indemnification Agreement • November 18th, 2020 • Liquidia Corp • Pharmaceutical preparations • Delaware
This Litigation Funding and Indemnification Agreement, dated as of November 17, 2020, is by and between PBM RG Holdings, LLC, a Delaware limited liability company (“Holdings”), and RareGen, LLC, a Delaware limited liability company (“RareGen,” and together with Holdings, the “Parties”).
LIMITED WAIVER AND MODIFICATION TO AGREEMENT AND PLAN OF MERGERLimited Waiver and Modification Agreement • August 5th, 2020 • Liquidia Corp
THIS LIMITED WAIVER AND MODIFICATION AGREEMENT (this “Agreement”), dated as of August 3, 2020, to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 29, 2020, by and among Liquidia Technologies, Inc., a Delaware corporation (“Liquidia”), RareGen, LLC, a Delaware limited liability company (“RareGen”), Liquidia Corporation, a newly-formed Delaware corporation and direct wholly owned subsidiary of Liquidia (“HoldCo”), Gemini Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of HoldCo (“Liquidia Merger Sub”), Gemini Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of HoldCo (“RareGen Merger Sub”), and PBM RG Holdings, LLC, a Delaware limited liability company (the “Members’ Representative”), solely in its capacity as the Members’ Representative, waives and modifies certain provisions (specified below) of the Merger Agreement pursuant to Section 8.4 of the Merger Agreement. Capitaliz
DEVICE LICENSE AGREEMENTDevice License Agreement • November 13th, 2024 • Liquidia Corp • Pharmaceutical preparations • New York
This Device License Agreement (this “Agreement”) is dated as of October 2, 2024 (the “Effective Date”) by and between Pharmosa Biopharm Inc., a corporation incorporated under the laws of Taiwan having a place of business at 11F, No. 508, Section 7, Zhongxiao East Road, Nangang District, Taipei City 115, Taiwan (“Licensor”), and Liquidia Technologies, Inc., a corporation incorporated under the laws of the State of Delaware, USA having a place of business at 419 Davis Drive, Suite 100, Morrisville, NC 27560, USA (“Company”). Licensor and Company may be referred to herein as a “Party” or, collectively, as the “Parties”.
RESEARCH LICENSE AGREEMENTResearch License Agreement • May 8th, 2023 • Liquidia Corp • Pharmaceutical preparations • Delaware
This Research License Agreement (the “Agreement”) is entered into as of March 31, 2023 (the “Effective Date”) by and between Liquidia Technologies, Inc., a Delaware corporation, having its principal place of business at 419 Davis Dr., Suite 100, Morrisville, NC 27560 (“Liquidia”), and Glaxo Group Limited, a company organized and existing under the laws of England and having an office and place of business at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 ONN, United Kingdom (“GSK”). Liquidia and GSK are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
DEVICE DEVELOPMENT AND SUPPLY AGREEMENTDevice Development and Supply Agreement • March 20th, 2023 • Liquidia Corp • Pharmaceutical preparations
This Device Development and Supply Agreement (“Agreement”) is made this 1st day of December, 2022 by and among Mainbridge Health Partners, LLC, with its principal place of business at 30399 North Chardon Lane; Grayslake IL 60030, (“Mainbridge”), Liquidia PAH, LLC, with its principal place of business at 419 Davis Drive, Suite 100, Morrisville, NC 27560 (“Liquidia”) and Sandoz Inc., with its principal place of business at 100 College Road West, Princeton, NJ, 08540 (“Sandoz” and, collectively with Mainbridge and Liquidia, the “Parties” and each a “Party”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • February 4th, 2022 • Liquidia Corp • Pharmaceutical preparations
This SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made and entered into by Liquidia Technologies, Inc., a Delaware corporation (the “Company”) and Damian deGoa (“Employee”). Throughout the remainder of this Agreement, the Company and Employee may be collectively referred to as the “Parties.”
First LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 30th, 2021 • Liquidia Corp • Pharmaceutical preparations
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August 26, 2021, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and (b) (i) LIQUIDIA CORPORATION, a Delaware corporation (“Parent Borrower”), (ii) LIQUIDIA TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), and (iii) LIQUIDIA PAH, LLC, a Delaware limited liability company (“Liquidia PAH” and, together with Parent Borrower and Technologies, jointly and severally, individually and collectively, “Borrower”).
FIRST AMENDMENT TO THE LICENSE AGREEMENTLicense Agreement • November 13th, 2024 • Liquidia Corp • Pharmaceutical preparations
This First Amendment to the License Agreement (this “First Amendment”) is entered into as of October 2, 2024 (the “First Amendment Effective Date”) by and between Pharmosa Biopharm Inc., a corporation incorporated under the laws of Taiwan having a place of business at 11F.-3, No. 508, Section 7, Zhongxiao East Road, Nangang District, Taipei City 115, Taiwan (“Licensor”), and Liquidia Technologies, Inc., a corporation incorporated under the laws of the State of Delaware, USA having a place of business at 419 Davis Drive, Suite 100, Morrisville, NC 27560, USA (“Company”), for the purpose of amending that certain License Agreement, dated as of June 28, 2023, by and between Licensor and Company (the “Agreement”). Licensor and Company may be referred to herein as a “Party” or, collectively, as the “Parties”. Capitalized terms used and not otherwise defined in First Amendment shall have the meanings ascribed to such terms in the Agreement.
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • August 5th, 2020 • Liquidia Corp • Delaware
THIS JOINT DEVELOPMENT AGREEMENT (this “Agreement”) is made as of the 3rd day of May 2019 by and between RAREGEN, LLC (“RareGen”) and Carelife USA Inc. (“Manufacturer” and, collectively with RareGen, the “Parties” and each a “Party”).
THIRD AMENDMENT TO PROMOTION AGREEMENTPromotion Agreement • March 20th, 2023 • Liquidia Corp • Pharmaceutical preparations • New York
This Third Amendment to Promotion Agreement (this “Third Amendment”), is entered into as of November 18, 2022 (the “Third Amendment Effective Date”) by and between Sandoz Inc. (“Sandoz”) and Liquidia PAH, LLC, formerly known as RareGen, LLC (“RareGen”).
JOINDER and second amendment TO amended and restated LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2020 • Liquidia Corp
This Joinder and Second Amendment to Amended and Restated Loan and Security Agreement (this “Joinder”), dated as of July 3, 2020, is executed by and among LIQUIDIA CORPORATION, a Delaware corporation (“HoldCo”), GEMINI MERGER SUB I, INC., a Delaware corporation (“Liquidia Merger Sub”), GEMINI MERGER SUB II, LLC, a Delaware limited liability company (“RareGen Merger Sub” and together with Holdco and Liquidia Merger Sub, individually and collectively, jointly and severally, “New Borrower”), LIQUIDIA TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), and PACIFIC WESTERN BANK, a California state chartered bank (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement as defined below.
DLA Piper LLP (US) 444 West Lake Street Suite 900 Chicago, Illinois 60606-0089 www.dlapiper.com August 4, 2020Agreement and Plan of Merger • August 5th, 2020 • Liquidia Corp
FOURTH AMENDMENT TO PROMOTION AGREEMENTPromotion Agreement • May 8th, 2023 • Liquidia Corp • Pharmaceutical preparations • New York
This Fourth Amendment to Promotion Agreement (this “Fourth Amendment”), is entered into as of March 10, 2023 (the “Fourth Amendment Effective Date”) by and between Sandoz Inc. (“Sandoz”) and Liquidia PAH, LLC, formerly known as RareGen, LLC (“RareGen”).
FOURTH AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENTRevenue Interest Financing Agreement • January 8th, 2024 • Liquidia Corp • Pharmaceutical preparations
This FOURTH AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT (this “Amendment”), dated as of January 3, 2024 (the “Fourth Amendment Effective Date”), is entered into by and between Liquidia Technologies, Inc., a Delaware corporation (the “Company”), and Healthcare Royalty Partners IV, L.P., a Delaware limited liability partnership, as the sole Investor and Investor Representative under the Agreement (as defined below) (the “Investor Representative”), solely with respect to certain enumerated provisions in the Agreement described herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • July 1st, 2022 • Liquidia Corp • Pharmaceutical preparations
This SEVERANCE AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by Liquidia Technologies, Inc. (the “Company”) and Tushar Shah, M.D. (“Employee”). Throughout the remainder of the Agreement, the Company and Employee may be collectively referred to as the “Parties.”
SECOND AMENDMENT TO PROMOTION AGREEMENTPromotion Agreement • September 4th, 2020 • Liquidia Corp • Pharmaceutical preparations • New York
This Second Amendment to Promotion Agreement (this “Amendment”), is entered into as of September 4, 2020 (the “Second Amendment Effective Date”) by and between Sandoz Inc. (“Sandoz”) and RareGen, LLC (“RareGen”).
REVENUE INTEREST FINANCING AGREEMENT by and among LIQUIDIA TECHNOLOGIES, INC., as the Company, HEALTHCARE ROYALTY PARTNERS IV, L.P., as the Investor and HCR COLLATERAL MANAGEMENT, LLC, as the Investor Representative Dated January 9, 2023Revenue Interest Financing Agreement • March 20th, 2023 • Liquidia Corp • Pharmaceutical preparations • New York
This REVENUE INTEREST FINANCING AGREEMENT (this “Agreement”) dated as of January 9, 2023 (the “Effective Date”), is by and among LIQUIDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), HEALTHCARE ROYALTY PARTNERS IV, L.P., a Delaware limited partnership (the “Investor”), and HCR COLLATERAL MANAGEMENT, LLC, a Delaware limited liability company (the “Investor Representative”), solely in its capacity as agent for, and representative of, the Investor. Each of the Company and the Investor are referred to in this Agreement as a “Party” and, collectively, as the “Parties”.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. PROMOTION AGREEMENT by...Promotion Agreement • August 5th, 2020 • Liquidia Corp • New York
This Promotion Agreement (this “Agreement”) is entered into as of the 1st day of August, 2018 (the “Effective Date”) by and between Sandoz Inc., a corporation organized and existing under the laws of Colorado (“Sandoz”) and RareGen, LLC, a Delaware limited liability company (“RareGen”). Sandoz and RareGen are each referred to individually as a “Party” and together as the “Parties”.
