INDENTURE Dated as of July 29, 2021 among HCRX INVESTMENTS HOLDCO, L.P., as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, 4.500% SENIOR NOTES DUE 2029Indenture • August 3rd, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • New York
This INDENTURE, dated as of July 29, 2021, is among HCRX Investments HoldCo, L.P. (the “Issuer”), a Delaware limited partnership, the guarantors party hereto (collectively, the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
CREDIT AGREEMENT dated as of August [ ● ], 2021 among HCRX INVESTMENTS HOLDCO, L.P., as the Borrower, HCRX INTERMEDIATE HOLDCO, L.P., as Holdings, THE LENDERS FROM TIME TO TIME PARTY HERETO, and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A.,...Credit Agreement • August 3rd, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • New York
This Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August [ n ], 2021, among HCRX Investments Holdco, L.P., a Delaware limited partnership (the “Borrower”), HCRX Intermediate Holdco, L.P. a Delaware limited partnership (“Holdings”), each lender and L/C Issuer (as defined below) from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and CITIBANK, N.A., as administrative agent (the “Administrative Agent”) and each L/C Issuer (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 14th, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of [●], by and between Healthcare Royalty, Inc., a Delaware corporation (the “Company”), and [●], an individual (“Indemnitee”).
ROYALTY PURCHASE AGREEMENT dated as of January 6, 2018 between ANTIGENICS LLC, as Seller and HEALTHCARE ROYALTY PARTNERS III, L.P., AND CERTAIN AFFILIATED FUNDS IDENTIFIED HEREIN, collectively as PurchaserRoyalty Purchase Agreement • July 29th, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • New York
ROYALTY PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of January 6, 2018, by and between ANTIGENICS LLC, a Delaware limited liability company (the “Seller”) and the entities set forth on Schedule 1 in the proportions set forth thereon (collectively, the “Purchaser”).
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS DENOTE SUCH OMISSIONS. ROYALTY INTEREST ACQUISITION AGREEMENT Dated as of April 22, 2016 between Aviragen Therapeutics, Inc., Biota...Protective Rights Agreement • July 1st, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • New York
This ROYALTY INTEREST ACQUISITION AGREEMENT is made and entered into as of April 22, 2016 by and between Aviragen Therapeutics, Inc. (formerly known as Biota Pharmaceuticals, Inc.), a Delaware corporation (“Aviragen”), Biota Holdings Pty Ltd (formerly known as Biota Holdings Limited), a corporation organized and existing under the laws of Victoria, Australia (“BHPL”), Biota Scientific Management Pty. Ltd., a corporation organized and existing under the laws of Victoria, Australia (“BSM”), and HealthCare Royalty Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (the “Agreement”).
PURCHASE AND SALE AGREEMENT DATED AS OF FEBRUARY 2, 2017 BETWEEN PORTOLA PHARMACEUTICALS, INC., AS SELLER, AND THE ENTITIES MANAGED BY HEALTHCARE ROYALTY MANAGEMENT, LLC IDENTIFIED HEREIN, COLLECTIVELY AS PURCHASERPurchase and Sale Agreement • June 14th, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of February 2, 2017 is between PORTOLA PHARMACEUTICALS, INC., a Delaware corporation (the “Seller”), and the entities managed by HealthCare Royalty Management, LLC set forth on Annex I (collectively, the “Purchaser”). Each of Seller and Purchaser are referred to in this Agreement as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF REORGANIZATION By and Among HEALTHCARE ROYALTY MANAGEMENT, LLC, HEALTHCARE ROYALTY, INC., HCRX MASTER GP, LLC, HEALTHCARE ROYALTY HOLDINGS, L.P., HCRX INVESTMENTS HOLDCO, L.P., AND THE OTHER PARTIES NAMED HEREINAgreement and Plan of Reorganization • August 3rd, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Reorganization (as amended, supplemented or restated from time to time, this “Agreement”), is entered into as of June 30, 2021, by and among HealthCare Royalty Management, LLC, a Delaware limited liability company (“Existing Manager”), HCRX Management, LLC, a Delaware limited liability company (“HCRX Management”), Healthcare Royalty, Inc., a Delaware corporation and wholly-owned subsidiary of HCRX Management (“Pubco”), HCRX Master GP, LLC, a Delaware limited liability company (“Master GP”), Healthcare Royalty Holdings, L.P., a Delaware limited partnership (“Holdings LP”), HCRX Intermediate HoldCo, L.P., a Delaware limited partnership and wholly owned subsidiary of Holdings LP (“HCRX Intermediate”), HCRX Investments HoldCo, L.P., a Delaware limited partnership and wholly-owned subsidiary of HCRX Intermediate (“HCRX Investments”), HCRX CH, Inc., a Delaware corporation (“HCRX CH”), HealthCare Royalty Partners III, L.P., a Delaware limited partnership (“Fund III”
HEALTHCARE ROYALTY HOLDINGS, L.P. (a Delaware Limited Partnership) AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of July [●], 2021Limited Partnership Agreement • July 1st, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Healthcare Royalty Holdings, L.P. (the “Partnership”), is made as of July [●], 2021, by and among the General Partner (as defined herein) and the Persons (as defined herein) whose names are set forth as Limited Partners (as defined herein) on Schedule A attached hereto.
EXCHANGE AGREEMENTExchange Agreement • July 1st, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among Healthcare Royalty, Inc., a Delaware corporation (the “Company”), HCRX CH, Inc., a Delaware corporation (the “Conversion Subsidiary”), Healthcare Royalty Holdings, L.P., a Delaware limited partnership (“Holdings”), HCRX Feeder Fund, L.P., a Delaware limited partnership, and such other holders of Class B Units from time to time party hereto.
MANAGEMENT AGREEMENT Dated as of July [●], 2021Management Agreement • July 1st, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • Delaware
This MANAGEMENT AGREEMENT (this “Agreement”) is effective as of the [●]th day of [July], 2021, among HEALTHCARE ROYALTY, INC., a Delaware corporation (the “Company”), and HCRX MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”). Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in Section 1 (Definitions).
ASSET PURCHASE AGREEMENT between HARRIS FRC ACQUISITION, LP (as Purchaser) and HARRIS FRC CORPORATION (as Seller) Dated as of July 7, 2020Asset Purchase Agreement • June 14th, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT, dated as of July 7, 2020, between Harris FRC Acquisition, LP, a Delaware limited partnership (“Purchaser”), and HARRIS FRC CORPORATION, a New Jersey corporation (“Harris FRC,” and, together with Purchaser, the “Parties”).
Healthcare Royalty, Inc. Class A Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • July 29th, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • New York
Healthcare Royalty, 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 several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [29,411,765] shares and, at the election of the Underwriters, up to [3,308,824] additional shares of Class A common stock, par value $0.01 per share (“Stock”) of the Company, and the holder of the Company named in Schedule II hereto (the “Selling Stockholder”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [14,705,882] shares and, at the election of the Underwriters, up to [3,308,824] additional shares of Stock. The aggregate of [44,117,647] shares to be sold by the Company and the Selling Stockholder is herein called the Firm Shares, and the aggregate of [6,617,648] additional shares to be sold by the Company and the Selling Stockholder is herein called th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among each of Healthcare Royalty, Inc. (the “Company”) and HCRX Feeder Fund, L.P., a Delaware limited partnership the (“Continuing Investor Partnership”), together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
FORM OF LEGACY MANAGEMENT AGREEMENT1Management Agreement • June 14th, 2021 • Healthcare Royalty, Inc. • Pharmaceutical preparations • Delaware
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made as of [DATE] by and among [LEGACY HCR PARTNERSHIP]., a limited partnership organized under the laws of the State of Delaware (the “Partnership”), [LEGACY GENERAL PARTNER], a limited liability company organized under the laws of the State of Delaware (the “General Partner”), and HealthCare Royalty Management, LLC, a limited liability company organized under the laws of the State of Delaware (the “Management Company”).
