Repligen Corp Sample Contracts

ARTICLE II -- REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Stock Purchase Agreement • May 17th, 1999 • Repligen Corp • Biological products, (no disgnostic substances) • Massachusetts
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REPLIGEN CORPORATION, Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of July 19, 2019 Senior Debt Securities
Indenture • July 22nd, 2019 • Repligen Corp • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of July 19, 2019, among REPLIGEN CORPORATION, a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association as trustee (the “Trustee”):

ARTICLE I
Stock Purchase Agreement • May 2nd, 2003 • Repligen Corp • Biological products, (no disgnostic substances) • New York
REPLIGEN CORPORATION AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 14, 2023 1.00% Convertible Senior Notes due 2028
Indenture • December 15th, 2023 • Repligen Corp • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of December 14, 2023, between REPLIGEN CORPORATION, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

ARTICLE II -- REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Stock Purchase Agreement • March 21st, 2000 • Repligen Corp • Biological products, (no disgnostic substances) • Massachusetts
LEASE BETWEEN
Lease Agreement • February 14th, 2002 • Repligen Corp • Biological products, (no disgnostic substances)
and
Rights Agreement • March 4th, 2003 • Repligen Corp • Biological products, (no disgnostic substances) • Delaware
Repligen Corporation 117 Fourth Avenue Needham, MA 02494
Financial Advisory Agreement • May 4th, 2000 • Repligen Corp • Biological products, (no disgnostic substances)
FORM INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 12th, 2016 • Repligen Corp • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Repligen Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

ARTICLE II -- REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Stock and Warrant Purchase Agreement • February 12th, 1998 • Repligen Corp • Biological products, (no disgnostic substances) • Massachusetts
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2015 • Repligen Corp • Biological products, (no disgnostic substances) • Massachusetts

This Amended and Restated Employment Agreement (the “Agreement”) is made this 26th day of February, 2015 between Repligen Corporation, a Delaware corporation (the “Company”), and Anthony Hunt (the “Executive”) and shall become effective on the date of the Company’s 2015 annual stockholder meeting (the “Effective Date”) except for Section 2(c)(i) which shall be effective as of the date hereof.

REPLIGEN CORPORATION AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 19, 2019 to Indenture for Senior Debt Securities Dated as of July 19, 2019 0.375% Convertible Senior Notes due 2024
First Supplemental Indenture • July 22nd, 2019 • Repligen Corp • Biological products, (no disgnostic substances) • New York

FIRST SUPPLEMENTAL INDENTURE dated as of July 19, 2019 (this “Supplemental Indenture”), between REPLIGEN CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of July 19, 2019, between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).

Contract
Underwriting Agreement • July 18th, 2019 • Repligen Corp • Biological products, (no disgnostic substances) • New York

Repligen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate principal amount, as set forth on a term sheet substantially in the form of Schedule III hereto (the “Pricing Term Sheet”), of its 0.375% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional principal amount as set forth the Pricing Term Sheet, of its 0.375% Convertible Senior Notes due 2024 (the “Option Securities”). The Firm Securities and the Option Securities are hereinafter referred to collectively as the “Securities”. The Securities will be convertible into cash, shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares of Common Stock (any shares of Commo

June 10, 2014 Jon Snodgres Montville, NJ 07045 Re: Employment Agreement Dear Jon:
Employment Agreement • July 15th, 2014 • Repligen Corp • Biological products, (no disgnostic substances) • Massachusetts

This letter agreement (the “Agreement”) sets forth the terms of your employment with Repligen Corporation (the “Company”). This Agreement supersedes any prior oral or written agreements or understandings related to the terms and conditions of your employment.

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Contract
Asset Transfer Agreement • October 28th, 2011 • Repligen Corp • Biological products, (no disgnostic substances)

This Asset and Transfer Agreement (the “Agreement”) contains warranties that Novozymes Biopharma DK A/S (the “Seller”) and Novozymes Biopharma Sweden AB (the “Company”), on one hand, and Goldcup 7136 AB under name change to Repligen Sweden AB (the “Buyer”) and Repligen Corporation (the “Parent”), on the other hand, made to each other. These warranties were made only for the purposes of the Agreement and solely for the benefit of the Seller, the Company, the Buyer and the Parent as of specific dates, may be subject to important limitations and qualifications agreed to by the parties thereto and included in a confidential disclosure letter provided by the Seller and the Company to the Buyer and the Parent in connection with the signing of the Agreement, and may not be complete. Furthermore, these warranties may have been made for the purposes of allocating contractual risk between the Seller, the Company, the Buyer and the Parent instead of establishing these matters as facts, and may or

FOURTH AMENDMENT
Lease • May 9th, 2014 • Repligen Corp • Biological products, (no disgnostic substances)

THIS FOURTH AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of the date of final execution (“Effective Date”), by and between CENTERPOINT ACQUISITIONS LLC, a Delaware limited liability company (“Landlord”), and REPLIGEN CORPORATION, a Delaware corporation (“Tenant”).

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 1st, 2022 • Repligen Corp • Biological products, (no disgnostic substances) • Massachusetts

This Third Amended and Restated Employment Agreement (the “Agreement”) is made this 26th day of May 2022 between Repligen Corporation, a Delaware corporation (the “Company”), and Anthony Hunt (the “Executive”) and shall become effective on May 26, 2022 (the “Effective Date”).

LEASE BETWEEN REPLIGEN CORPORATION, AS TENANT AND WEST SEYON LLC, AS LANDLORD 35 SEYON STREET, WALTHAM, MASSACHUSETTS
Lease Agreement • February 26th, 2020 • Repligen Corp • Biological products, (no disgnostic substances) • Massachusetts

THIS LEASE is dated as of October 10, 2001, between the Landlord and the Tenant named below, and is of space in the Building described below.

REGENTS/REPLIGEN SETTLEMENT AGREEMENT
Settlement Agreement • February 9th, 2005 • Repligen Corp • Biological products, (no disgnostic substances) • California

THIS REGENTS/REPLIGEN SETTLEMENT AGREEMENT (the “Agreement”) is made this 16th day of November 2004 by and among Repligen Corporation, a Delaware corporation (“Repligen”), The Regents of the University of California (the “Regents”) and Robert Naviaux, M.D., Ph.D. (“Naviaux”). Each of Repligen, the Regents and Naviaux is referred to herein as a “Party” and they are collectively referred to herein as the “Parties.”

WHENEVER CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED BY AN ASTERISK*), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT....
Settlement Agreement • August 5th, 2005 • Repligen Corp • Biological products, (no disgnostic substances) • Massachusetts

This agreement (this “Settlement Agreement”) and the other Settlement Documents referred to below are intended to contain all of the material terms of the agreement between Repligen Corporation (“Repligen”) and ChiRhoClin, Inc. (“CRC”) (collectively, the “Parties”), in settlement of the arbitration entitled Repligen Corporation v. ChiRhoClin, Inc., AAA No. 13 Y 00918 04 (the “Arbitration”).

2,734,375 Shares Repligen Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • May 1st, 2019 • Repligen Corp • Biological products, (no disgnostic substances) • New York

Repligen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 2,734,375 shares of its common stock, par value $0.01 per share (the “Common Stock”). The 2,734,375 shares of Common Stock to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 410,156 shares of Common Stock as provided in Section 2. The additional 410,156 shares of Common Stock to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” J.P. Morgan Securities LLC (“J.P. Morgan”) and Stephens Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sa

ARTICLE I DEFINITIONS
Patent Purchase Agreement • June 15th, 1999 • Repligen Corp • Biological products, (no disgnostic substances) • Massachusetts
SETTLEMENT AND RELEASE AGREEMENT
Settlement Agreement • August 8th, 2008 • Repligen Corp • Biological products, (no disgnostic substances) • Delaware

THIS SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of April 7, 2008 (the “Effective Date”) by and between Repligen Corporation, a Delaware corporation having offices at 41 Seyon Street, Building #1, Suite 100, Waltham, MA 02453, The Regents of the University of Michigan having offices at 1214 S. University Ave., 2nd Floor, Ann Arbor, MI 48104 and Bristol-Myers Squibb Company, a Delaware corporation having offices at Route 206 & Province Line Road, Princeton, NJ 08543.

REPLIGEN CORPORATION Incentive Stock Option Agreement
Incentive Stock Option Agreement • June 14th, 2005 • Repligen Corp • Biological products, (no disgnostic substances) • Delaware

Repligen Corporation, a Delaware corporation (the “Company”), hereby grants as of the day of to (the “Employee”), an option to purchase a maximum of shares (the “Option Shares”) of its Common Stock, par value $.01 per share (“Common Stock”), at the price of $ per share, on the following terms and conditions:

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