AMAG PHARMACEUTICALS, INC. Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, TrusteeIndenture • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of February 14, 2014, among AMAG PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association as trustee (the “Trustee”):
RECITALS:Supply Agreement • December 19th, 2000 • Advanced Magnetics Inc • In vitro & in vivo diagnostic substances • Massachusetts
AMAG PHARMACEUTICALS, INC. and [·], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [·]Preferred Stock Warrant Agreement • November 6th, 2013 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between AMAG 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”).
AMAG PHARMACEUTICALS, INC. and [·], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [·]Common Stock Warrant Agreement • November 6th, 2013 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between AMAG 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”).
AMAG PHARMACEUTICALS, INC. and [·], AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [·]Warrant Agreement • November 6th, 2013 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between AMAG 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”).
AMAG PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent RIGHTS AGREEMENT Dated as of April 7, 2017Rights Agreement • April 10th, 2017 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
beneficially owning 4.99% (or, in the case of a Grandfathered Person, the Grandfathered Percentage) or more of the then outstanding Common Shares (a “Requesting Person”) may, prior to the Shares Acquisition Date (as defined in the Rights Agreement), and in accordance with this the Rights Agreement, request that the Board of Directors grant an exemption with respect to such acquisition under the Rights Agreement (an “Exemption Request”). The Board of Directors will only grant an exemption in response to an Exemption Request if the Board of Directors determines, in its sole discretion, that the acquisition of beneficial ownership of Common Shares by the Requesting Person will not jeopardize or endanger the availability to the Company of any tax benefits. Any exemption granted may be granted in whole or in part, and may be subject to limitations or conditions (including that the exemption be of a limited duration, a requirement that the Requesting Person agree that it will not acquire ben
UNDERWRITING AGREEMENT ---------------------- April , 1996 --- PAINEWEBBER INCORPORATED DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION OPPENHEIMER & CO., INC. TUCKER ANTHONY INCORPORATED c/o PaineWebber Incorporated 1285 Avenue of the Americas...Underwriting Agreement • March 25th, 1996 • Advanced Magnetics Inc • In vitro & in vivo diagnostic substances • New York
1 EXHIBIT 10.31 STANDARD FORM COMMERCIAL LEASE ------------------------------Commercial Lease • December 22nd, 1997 • Advanced Magnetics Inc • In vitro & in vivo diagnostic substances
BetweenLease Agreement • December 22nd, 1997 • Advanced Magnetics Inc • In vitro & in vivo diagnostic substances • New Jersey
AMAG PHARMACEUTICALS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 10, 2017 to Indenture Dated as of May 10, 2017 3.25% Convertible Senior Notes due 2022First Supplemental Indenture • May 15th, 2017 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE dated as of May 10, 2017 (this “Supplemental Indenture”) between AMAG PHARMACEUTICALS, INC., 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 dated as of May 10, 2017 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”).
COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of Advanced Magnetics, Inc.Security Agreement • July 31st, 2003 • Advanced Magnetics Inc • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, [ ] (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 2, 2003 (the "Initial Exercise Date") and on or prior to the close of business on July 1, 2006 (the "Termination Date") but not thereafter, to subscribe for and purchase from Advanced Magnetics, Inc., a corporation incorporated in the State of Delaware (the "Company"), up to [ ] shares (the "Warrant Shares") of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $15.50, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in tha
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandWarrant Agreement • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
To: AMAG Pharmaceuticals, Inc. 1100 Winter Street Waltham, Massachusetts 02451 Attention: Mr. Frank E. Thomas: Executive Vice President, Chief Operating Officer Telephone No.: (617) 498-3377 Facsimile No.: (617) 588-0475
BAY COLONY CORPORATE CENTER WALTHAM, MASSACHUSETTS Lease dated June 10, 2013Lease Agreement • June 13th, 2013 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 1100 Winter Street, Waltham, Massachusetts 02451.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2003 • Advanced Magnetics Inc • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this "Agreement") is dated as of July 2, 2003, among Advanced Magnetics, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages hereto (each a "Purchaser" and collectively the "Purchasers"); and
CREDIT AGREEMENT dated as of August 17, 2015 among AMAG PHARMACEUTICALS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent, and JEFFERIES FINANCE LLC and BARCLAYS...Credit Agreement • August 17th, 2015 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Credit Agreement (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of August 17, 2015 among AMAG Pharmaceuticals, Inc., a Delaware corporation, each financial institution from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Jefferies Finance LLC, as Administrative Agent and Collateral Agent.
RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281 Telephone: (212) 858-7000Warrant Agreement • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AMAG Pharmaceuticals, Inc. (“Company”) to Royal Bank of Canada (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
AMENDED AND RESTATED] EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
This [Amended and Restated] Employment Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”) by and between AMAG Pharmaceuticals, Inc., a Delaware corporation with offices at 1100 Winter Street, Waltham, MA 02451 (together with its subsidiaries and affiliates, the “Company”), and [Executive Name] of [Address] (“you”).
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036Base Call Option Transaction • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated November 6, 2013, as supplemented by the Prospectus Supplement dated February 11, 2014 (as so supplemented, the “Prospectus”) relating to the Convertible Senior Notes due 2019 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 175,000,000 (as increased by up to an aggregate principal amount of USD 25,000,000 if and to the extent that the Underwriters (as defined herein) exercises
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036Warrant Agreement • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AMAG Pharmaceuticals, Inc. (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2007 • Amag Pharmaceuticals Inc. • In vitro & in vivo diagnostic substances • Massachusetts
This Employment Agreement (the “Agreement”) is entered into as of August 6, 2007 (the “Effective Date”) by and between AMAG Pharmaceuticals, Inc., a Delaware corporation with offices at 125 CambridgePark Drive, 6th Floor, Cambridge, MA 02140 (the “Company” or “AMAG”) and Lee F. Allen, M.D., Ph.D. of 153 Rangeley Road, Chestnut Hill, MA 02467 (“you”).
VOTING AGREEMENTVoting Agreement • July 22nd, 2011 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT ("Agreement") is entered into as of July 19, 2011, by and between AMAG PHARMACEUTICALS, INC., a Delaware corporation ("Parent") and WARBURG PINCUS PRIVATE EQUITY VIII, L.P. ("Stockholder").
STOCK PURCHASE AGREEMENT by and among AMAG PHARMACEUTICALS, INC. CBR ACQUISITION HOLDINGS CORP. and GI CHILL ACQUISITION LLC June 14, 2018Stock Purchase Agreement • June 15th, 2018 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 14, 2018, is made by and among CBR Acquisition Holdings Corp., a Delaware corporation (the “Company”), GI Chill Acquisition LLC, a Delaware limited liability company (the “Purchaser”), and AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Seller”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII.
AMAG PHARMACEUTICALS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN INDUCEMENT GRANTNon-Qualified Stock Option Agreement • May 11th, 2020 • Amag Pharmaceuticals, Inc. • Pharmaceutical preparations
AMAG Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above, as an inducement grant made pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules subject to the terms and conditions set forth herein and in the Plan. For the avoidance of doubt, this Stock Option is not issued under the Company’s [insert name of current plan] (the “Plan”) and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Stock Option, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Stock Option as if such Stock Option had actually been issued under the Plan. This Stock Option is not in
AMAG PHARMACEUTICALS, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 6th, 2013 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
AMAG Pharmaceuticals, Inc., a Delaware corporation, (the “Company”) hereby enters into this Restricted Stock Unit Agreement, dated as of the date set forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the Restricted Stock Units (the “RSUs”) specified herein pursuant to its Second Amended and Restated 2007 Equity Incentive Plan, as amended and in effect from time to time (the “Plan”). The Terms and Conditions attached hereto are also a part hereof.
AMAG PHARMACEUTICALS, INC. Underwriting AgreementUnderwriting Agreement • May 8th, 2017 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its 3.25% Convertible Senior Notes due 2022 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $45,000,000 principal amount of its 3.25% Convertible Senior Notes due 2022 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 3.25% Convertible Senior Notes due 2022 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to 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 at the Comp
AMAG PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (DEFERRED) FOR NON-EMPLOYEE DIRECTORSRestricted Stock Unit Award Agreement • March 6th, 2020 • Amag Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the AMAG Pharmaceuticals, Inc. 2019 Equity Incentive Plan (the “Plan”), AMAG Pharmaceuticals, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company. Reference is also made to the AMAG Pharmaceuticals, Inc. Non-Employee Directors’ Deferred Compensation Program (the “Program”) and the Grantee’s deferral election thereunder.
AMAG PHARMACEUTICALS, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 8th, 2012 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
AMAG Pharmaceuticals, Inc. (the “Company”) hereby enters into this Restricted Stock Unit Agreement, dated as of the date set forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the Restricted Stock Units (“RSUs”) specified herein pursuant to its Second Amended and Restated 2007 Equity Incentive Plan, as amended and in effect from time to time. The Terms and Conditions attached hereto are also a part hereof.
COMMERCIAL SUPPLY AGREEMENT (Bremelanotide—Pre-filled syringe in auto-injector)Commercial Supply Agreement • November 1st, 2019 • Amag Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
AMAG PHARMACEUTICALS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON- EMPLOYEE DIRECTORSNon-Qualified Stock Option Agreement • March 6th, 2020 • Amag Pharmaceuticals, Inc. • Pharmaceutical preparations
Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date] Grant Date: Expiration Date: [up to 10 years]
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2005 • Advanced Magnetics Inc • In vitro & in vivo diagnostic substances • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of June 2, 2005, by and among Advanced Magnetics, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • February 20th, 2007 • Advanced Magnetics Inc • In vitro & in vivo diagnostic substances • Massachusetts
THIS SETTLEMENT AND RELEASE AGREEMENT (the “Settlement Agreement”), made and entered into this 15th day of February, 2007, is by and between Cytogen Corporation (“Cytogen”) and Advanced Magnetics, Inc. (“AMI”)(collectively, the “Parties”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT...Manufacturing and Supply Agreement • April 5th, 2017 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
WHEREAS, the Parties have entered into a license agreement for the PRODUCT (as defined below) dated February 13, 2017 (the “License Agreement”) under which ENDOCEUTICS granted the distribution rights of the PRODUCT to AMAG in the Territory (as defined below).
AMAG PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT NON-PLAN INDUCEMENT GRANTRestricted Stock Unit Award Agreement • May 11th, 2020 • Amag Pharmaceuticals, Inc. • Pharmaceutical preparations
AMAG Pharmaceuticals, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above, as an inducement grant made pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company. For the avoidance of doubt, this Award is not issued under the Company’s [insert name of current plan] (the “Plan”) and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Award, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Award as if such Award had actually been issued under the Plan.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2011 • Amag Pharmaceuticals Inc. • In vitro & in vivo diagnostic substances • Massachusetts
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of February 1, 2011 by and between AMAG PHARMACEUTICALS, INC., a Delaware corporation with offices at 100 Hayden Avenue, Lexington, MA 02421 (the “Company”), and BRIAN J.G. PEREIRA, M.D. of 54 Rowena Road, Newton, MA 02459 (the “Employee”).
AMAG PHARMACEUTICALS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN INDUCEMENT GRANTNon-Qualified Stock Option Agreement • August 7th, 2013 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations
AMAG Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above, as an inducement grant made pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules subject to the terms and conditions set forth herein and in the Plan. For the avoidance of doubt, this Stock Option is not issued under the Company’s Third Amended and Restated 2007 Equity Incentive Plan, as amended through the date hereof (the “Plan”) and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Stock Option, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Stock Option as if such Stock Option had actu
