STOCK PURCHASE AGREEMENT between SmithKline Beecham Corporation and NPS Pharmaceuticals, Inc. dated November 26, 1997Stock Purchase Agreement • January 27th, 1998 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledJanuary 27th, 1998 Company Industry Jurisdiction
Exhibit 10.36 PURCHASE AGREEMENT THIS AGREEMENT is made as of the 3rd day of February 2000, by and between NPS Pharmaceuticals Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 420...Purchase Agreement • February 7th, 2000 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledFebruary 7th, 2000 Company Industry Jurisdiction
NPS PHARMACEUTICALS, INC. 6,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 22nd, 2013 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledMay 22nd, 2013 Company Industry Jurisdiction
6,880,000 Shares NPS Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2010 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledSeptember 16th, 2010 Company Industry Jurisdiction
ANDIndenture • March 22nd, 2002 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledMarch 22nd, 2002 Company Industry Jurisdiction
AMENDMENT AGREEMENT between SmithKline Beecham Corporation and NPS Pharmaceuticals, Inc. dated October 27, 1997.Amendment Agreement • January 27th, 1998 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Contract Type FiledJanuary 27th, 1998 Company Industry
Exhibit 10.14 MANUFACTURING AGREEMENT by and between NPS ALLELIX CORP.Manufacturing Agreement • June 11th, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Contract Type FiledJune 11th, 2003 Company Industry
AGREEMENT ---------Restricted Stock Purchase Agreement • July 2nd, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledJuly 2nd, 2003 Company Industry Jurisdiction
AGREEMENT ---------Registration Rights Agreement • July 2nd, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledJuly 2nd, 2003 Company Industry Jurisdiction
Exhibit 99.2 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of NPS Pharmaceuticals, Inc., a Delaware corporation, is being filed jointly...Joint Filing Agreement • March 28th, 2013 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Contract Type FiledMarch 28th, 2013 Company IndustryThis Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
EXHIBIT 10.31 AMENDMENT AGREEMENT BETWEEN THE BRIGHAM AND WOMEN'S HOSPITAL, INC. AND NPS PHARMACEUTICALS, INC.Research Agreement • March 31st, 1997 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Contract Type FiledMarch 31st, 1997 Company Industry
EXHIBIT 10.32 RESEARCH & DEVELOPMENT AGREEMENT BETWEEN SIDDCO INC. AND NPS PHARMACEUTICALS, INC. DATED JULY 16, 1997 ------------------------------------------------------------------------------- CONFIDENTIAL TREATMENT REQUESTED THE REDACTED MATERIAL...Research and Development • August 14th, 1997 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Arizona
Contract Type FiledAugust 14th, 1997 Company Industry Jurisdiction
Common StockUnderwriting Agreement • November 9th, 2000 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledNovember 9th, 2000 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENT among NPS PHARMACEUTICALS, INC. as Issuer, and MORGAN STANLEY & CO. INCORPORATED and GOLDMAN, SACHS & CO., as Initial Purchasers Dated as of June 17, 2003Registration Rights Agreement • August 12th, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledAugust 12th, 2003 Company Industry JurisdictionREGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 17, 2003 between NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., (the “Initial Purchasers”) pursuant to the Purchase Agreement dated June 11, 2003 (the “Purchase Agreement”), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
Consultant: Tamar Howson Company's Representative: Hunter Jackson , President and CEO ---------------------------------- Address: 128 St. Georges Road NPS Pharmaceuticals, Inc. Ardmore, PA 19003 420 Chipeta Way Salt Lake City, Utah 84108 Social...Consultant Services Agreement • August 14th, 2000 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Utah
Contract Type FiledAugust 14th, 2000 Company Industry Jurisdiction
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 6th, 2009 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledAugust 6th, 2009 Company Industry JurisdictionThis COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 5th day of August 2009 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and NPS Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
AGREEMENT ---------Mutual Termination and Release Agreement • July 2nd, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledJuly 2nd, 2003 Company Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2014 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey
Contract Type FiledMay 8th, 2014 Company Industry JurisdictionThis EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of March 10, 2014 (the "Effective Date") by and between NPS PHARMACEUTICALS, INC., a Delaware corporation, with a business address at 550 Hills Drive, Bedminster, New Jersey 07921, and all its affiliates (collectively the "Company"), and Paul Firuta (the "Executive").
Exhibit 10.13 TECHNOLOGY PARTNERSHIPS CANADA TPC PROJECT NO:720-122412 DEVELOPMENT OF THE "ALX-0600" RECOMBINANT PEPTIDE FOR THE TREATMENT OF VARIOUS INTESTINAL DISORDERS. This Agreement made this 9th day of November, 1999 Between: HER MAJESTY THE...Technology Partnership Agreement • June 11th, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Contract Type FiledJune 11th, 2003 Company Industry
AGREEMENT AND PLAN OF MERGER dated as of JANUARY 11, 2015 amongMerger Agreement • January 12th, 2015 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledJanuary 12th, 2015 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 11, 2015 among NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Shire Pharmaceutical Holdings Ireland Limited, a Company incorporated in Ireland (“Parent”), Knight Newco 2, Inc., a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Subsidiary”), and, solely for the purposes set forth in Section 12.14, Shire plc, a Company incorporated in Jersey (“Parent Holdco”).
7,000,000 Shares NPS Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2005 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledSeptember 13th, 2005 Company Industry JurisdictionNPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell 7,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to you as underwriter (the “Underwriter”) an option to purchase up to an additional 1,050,000 shares of the Common Stock (the “Option Stock”) on the terms set forth in Section 2 of this agreement (this “Agreement”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriter.
EXHIBIT 4.1 RIGHTS AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST, INC. AND NPS PHARMACEUTICALS, INC. DATED DECEMBER 4, 1996Rights Agreement • December 19th, 1996 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledDecember 19th, 1996 Company Industry Jurisdiction
VOTING AGREEMENTVoting Agreement • February 21st, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledFebruary 21st, 2003 Company Industry JurisdictionTHIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 19, 2003, by and between NPS Pharmaceuticals, Inc., a Delaware corporation (“NPS”), and the undersigned Stockholder of Enzon (“Stockholder”).
NPS PHARMACEUTICALS, INC. SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • March 17th, 2008 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Utah
Contract Type FiledMarch 17th, 2008 Company Industry JurisdictionThis Separation and Release of Claims Agreement ("Agreement") documents the agreement between you, Val Antczak, and NPS Pharmaceuticals, Inc., its subsidiaries and affiliates ("NPS") concerning the termination of your status as an employee of NPS effective December 7, 2007.
NPS Pharmaceuticals Inc. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 13th, 2013 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Contract Type FiledFebruary 13th, 2013 Company IndustryTHIS RESTRICTED STOCK UNIT AGREEMENT, is made and is effective as of the above Date of Grant between NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to the Participant named above, who is an employee of the Company. The Company hereby irrevocably grants to Participant the number of Restricted Stock Units (“RSUs”) set forth above subject to the conditions provided herein and in the 2005 Omnibus Incentive Plan, as amended and restated (the “Plan”). Unless otherwise specified, capitalized terms shall have the meanings specified in attached Terms and Conditions and the Plan.
TERMINATION AND TRANSITION AGREEMENT DATED AS OF MARCH 18, 2013 BY AND AMONG NPS PHARMACEUTICALS, INC., TAKEDA GmbH, AND TAKEDA PHARMA A/STermination and Transition Agreement • March 19th, 2013 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledMarch 19th, 2013 Company Industry JurisdictionTHIS TERMINATION AND TRANSITION AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2013 (the “Effective Date”), by and among NPS Pharmaceuticals, Inc., a Delaware corporation (“NPS”), Takeda GmbH, a German company (formerly known as Nycomed GmbH) (“Takeda GmbH”), and Takeda Pharma A/S, a Danish company (formerly known as Nycomed Danmark ApS) (“Takeda Pharma” and, together with Takeda GmbH, “Takeda”). NPS and Takeda are sometimes referred to herein individually as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • November 3rd, 2011 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
Contract Type FiledNovember 3rd, 2011 Company Industry JurisdictionTHIS FIRST AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT (the "Amendment") is dated as of November 19, 2004, which Amendment shall become effective as of the effective date of that certain Second Amendment to the Agreement (as defined below) (the "Effective Date"), by and between NPS Pharmaceuticals, Inc. ("NPS") and Amgen Inc. ("Amgen"). NPS and Amgen are referred to in this Amendment individually as a "Party" and collectively as the "Parties."
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2007 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledAugust 31st, 2007 Company Industry JurisdictionREGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7, 2007, by and among NPS Pharmaceuticals Inc., a Delaware corporation, with headquarters located at 300 Interpace Parkway, Building B, Parsippany, NJ 07054 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
LEASE AGREEMENTLease Agreement • August 9th, 2004 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Ontario
Contract Type FiledAugust 9th, 2004 Company Industry JurisdictionThe undermentioned is a summary of some of the essential terms of this lease. For details of the terms and meanings of the terms referred to below, recourse should be had to the balance of this lease. This summary is for convenience only and if a conflict occurs between the provisions of this summary and any other provisions of this lease, the other provisions of this lease shall govern.
NPS PHARMACEUTICALS, INC. 9,000,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • April 16th, 2010 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts
Contract Type FiledApril 16th, 2010 Company Industry Jurisdiction
SECOND AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • November 3rd, 2011 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
Contract Type FiledNovember 3rd, 2011 Company Industry JurisdictionTHIS SECOND AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT (the "Second Amendment") is made and entered into on November 19, 2004 (the "Second Amendment Effective Date"), by and between NPS Pharmaceuticals, Inc. ("NPS") and Amgen Inc. ("Amgen"). NPS and Amgen are referred to in this Second Amendment individually as a "Party" and collectively as the "Parties."
FIFTH AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • August 1st, 2012 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Contract Type FiledAugust 1st, 2012 Company IndustryTHIS FIFTH AMENDMENT (the "Fifth Amendment") to the DEVELOPMENT AND LICENSE AGREEMENT by and between NPS Pharmaceuticals, Inc. ("NPS") and Amgen Inc. ("Amgen") is dated as of June 29, 2012 (the "Amendment Effective Date"). NPS and Amgen are referred to in this Fifth Amendment individually as a "Party" and collectively as the "Parties". Additionally, Royalty Sub (as defined below) hereby acknowledges and agrees to the provisions contained in this Fifth Amendment. Certain terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement (as defined below).
For Immediate Release Contact:Revised Agreements • March 19th, 2013 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Contract Type FiledMarch 19th, 2013 Company IndustryNPS Pharmaceuticals, Inc. Corporate Communications (908) 450-5516 smesco@npsp.com Takeda Pharmaceutical Company Limited Corporate Communications Dept. +81-3-3278-2037 Takeda Pharmaceuticals International GmbH +41445551501 tobias.cottmann@takeda.com
SEPARATION AGREEMENTSeparation Agreement • March 14th, 2007 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Ontario
Contract Type FiledMarch 14th, 2007 Company Industry JurisdictionThis Separation Agreement documents the agreement between Edward F. Nemeth and NPS Pharmaceuticals, Inc., its subsidiaries and affiliates (“NPS” or “the Company”) concerning the termination of Dr. Nemeth’s status as an employee of the Company.
AMENDMENT NUMBER ONE TO AMENDING AGREEMENTAmending Agreement • March 17th, 2008 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Contract Type FiledMarch 17th, 2008 Company IndustryWHEREAS, the Parties have entered into a COMMERCIAL MANUFACTURING AGREEMENT dated as of OCTOBER 18, 2002 (hereinafter, the "Agreement") for the manufacture of NPS ALLELIX proprietary product ALX-11 (also known as PREOS®), for which the active ingredient is recombinant human parathyroid hormone eighty-four (84) amino acids ("rhPTH"); and