LONGBOARD PHARMACEUTICALS, INC. (Delaware corporation) 10,000,000 Shares of Voting Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 4th, 2024 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
LONGBOARD PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • March 12th, 2024 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
LONGBOARD PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • March 12th, 2024 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between LONGBOARD 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”).
Longboard Pharmaceuticals, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • September 30th, 2022 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
LONGBOARD PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20__Common Stock Warrant Agreement • September 30th, 2022 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between LONGBOARD 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”).
LONGBOARD PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • March 12th, 2024 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between LONGBOARD 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”).
LONGBOARD PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • September 30th, 2022 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between LONGBOARD 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”).
INDEMNITY AGREEMENTIndemnity Agreement • February 19th, 2021 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ___________ _____, 20__, is made by and between LONGBOARD PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
LONGBOARD PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Debt Securities Warrant Agreement • September 30th, 2022 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between LONGBOARD 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”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 19th, 2021 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of October 27, 2020, by and among Longboard 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, solely for purposes of Sections 1.5, 1.19, 4, 5.5 and 6, Arena Pharmaceuticals, Inc. (“ARNA”).
Longboard Pharmaceuticals, Inc.Longboard Pharmaceuticals, Inc. • March 8th, 2021 • Pharmaceutical preparations
You are currently employed by Longboard Pharmaceuticals, Inc. (the “Company”) under the terms of an offer letter between you and the Company dated January 15, 2021 (the “Offer Letter”). The Company is amending and restating the terms of the Offer Letter to reflect your continued employment terms as set forth in this employment agreement (the “Agreement”). Provided you accept this Agreement by signing and returning it to the Company, this Agreement will become effective as of the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock, pursuant to which such common stock is priced for the initial public offering (the “IPO Date”) and upon such IPO Date, shall supersede and replace your Offer Letter in its entirety, and this Agreement shall then govern the terms of your employment with the Company.
Longboard Pharmaceuticals, Inc. [•] Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • March 8th, 2021 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Longboard Pharmaceuticals, Inc.Longboard Pharmaceuticals, Inc. • October 30th, 2024 • Pharmaceutical preparations
You are currently employed by Longboard Pharmaceuticals, Inc. (the “Company”) under the terms of an offer letter between you and the Company dated March 1, 2021 (the “Offer Letter”). The Company is amending and restating the terms of the Offer Letter to reflect your continued employment terms as set forth in this employment agreement (the “Agreement”). Provided you accept this Agreement by signing and returning it to the Company, this Agreement will become effective as of the date that it is signed by you and the Company (the “Effective Date”). This Agreement shall supersede and replace your Offer Letter in its entirety, and this Agreement shall then govern the terms of your employment with the Company.
SERVICES AGREEMENTServices Agreement • February 19th, 2021 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS SERVICES AGREEMENT (this “Agreement”), effective as of October 27, 2020 (the “Effective Date”) by and between Arena Pharmaceuticals, Inc., a Delaware corporation (“Arena”) and Longboard Pharmaceuticals, Inc., a Delaware corporation (“Longboard”). Longboard and Arena are referred to individually as a “Party” and collectively as the “Parties”.
CONFIDENTIALConfidentiality Agreement • October 30th, 2024 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations
LICENSE AGREEMENTLicense Agreement • February 19th, 2021 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of October 27, 2020 (the “Effective Date”), by and between LONGBOARD PHARMACEUTICALS, INC., a Delaware corporation (“Licensee”), and ARENA PHARMACEUTICALS INC., a Delaware corporation (“Licensor”).
Royalty Purchase AgreementRoyalty Purchase Agreement • February 19th, 2021 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Royalty Purchase Agreement (the “Agreement”), dated as of October 27, 2020, is by and between Arena Pharmaceuticals, Inc. (“Parent”), 356 Royalty Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“356”), and Longboard Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in that certain Transaction Agreement, dated as of December 28, 2016, by and among 356, Eisai Inc. and Eisai Co., Ltd. (the “Transaction Agreement”).
March 17, 2022Longboard Pharmaceuticals, Inc. • May 5th, 2022 • Pharmaceutical preparations
Longboard Pharmaceuticals, Inc. (the “Company”) is pleased to offer you at-will employment in the position of Chief Medical Officer (“CMO”) under the terms and conditions set forth in this employment agreement (the “Agreement”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • November 3rd, 2022 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations
This Second Amendment to License Agreement (this “Second Amendment”) is entered into as of September 13, 2022 (the “Second Amendment Date”) by and between Arena Pharmaceuticals, Inc., a Delaware corporation (“Licensor”), and Longboard Pharmaceuticals, Inc., a Delaware corporation (“Licensee”), each individually a “Party” and together, the “Parties”.
March 17, 2022 Philip Perera Via email Re: Retirement and Consulting Agreement Dear Philip:Consulting Agreement • May 5th, 2022 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This letter sets forth the substance of the retirement and consulting agreement (the “Agreement”) that Longboard Pharmaceuticals, Inc. (“Longboard”)) is offering to you in connection with your employment termination.
AGREEMENT AND PLAN OF MERGER among: H. Lundbeck A/S, a Danish aktieselskab; Langkawi Corporation, a Delaware corporation; Lundbeck LLC, a Delaware limited liability company; and Longboard Pharmaceuticals, Inc., a Delaware corporation. Dated as of...Agreement and Plan of Merger • October 15th, 2024 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 14, 2024, by and among H. Lundbeck A/S, a Danish aktieselskab (“Parent”); Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”); Langkawi Corporation, a Delaware corporation and a direct wholly owned Subsidiary of Payor (“Purchaser”); and Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 3rd, 2022 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to License Agreement (this “First Amendment”) is entered into as of January 28, 2022 (the “First Amendment Date”) by and between Arena Pharmaceuticals, Inc., a Delaware corporation (“Licensor”), and Longboard Pharmaceuticals, Inc., a Delaware corporation (“Licensee”), each individually a “Party” and together, the “Parties”. For the purposes of Nelotanserin and Nelotanserin Product and provisions related thereto only, 125 Royalty Inc., a Delaware corporation (“125 Royalty”), is considered a Party to this First Amendment and to the Agreement as amended by this First Amendment as set forth above its signature herein.
EXCHANGE AGREEMENTExchange Agreement • March 8th, 2021 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of March 5 2021, by and among the investors listed on Exhibit A attached hereto (each an “Investor” and together, the “Investors”) and Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
NON-VOTING COMMON Stock Purchase AgreemenTNon-Voting Common Stock Purchase Agreement • May 2nd, 2024 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Non-Voting Common Stock Purchase Agreement (this “Agreement”) is made as of March 26, 2024 by and between Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership (“Purchaser”).
