By and AmongAgreement and Plan of Merger • October 3rd, 2000 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • New York
1. Certain Definitions............................................. 1 2. Appointment of Rights Agent..................................... 10 4. Form of Right Certificates...................................... 14 5. Countersignature and...Rights Agreement • February 21st, 1997 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated May 1, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.0001 per share, of Alexion...Joint Filing Agreement • May 2nd, 2003 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated May 1, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.0001 per share, of Alexion Pharmaceuticals, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated as of April 1, 2000 by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Leonard Bell, M.D. (the "Executive"). W I T N E S S E T H WHEREAS, the...Employment Agreement • June 13th, 2000 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
EXHIBIT 4(b) ALEXION PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AGREEMENT AGREEMENT made as of the ___ day of _________, 199__, by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company") and _____________________ (the...Incentive Stock Option Agreement • April 9th, 1997 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is dated as of March 8, 2000, by and among ALEXION PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), J.P. MORGAN SECURITIES INC., U.S. BANCORP...Registration Rights Agreement • July 18th, 2000 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • New York
and THE CHASE MANHATTAN BANK as Trustee INDENTUREAlexion Pharmaceuticals Inc • May 10th, 2000 • Pharmaceutical preparations • New York
and -Agreement • April 9th, 1997 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated as of April 1, 1997 by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Leonard Bell, M.D. (the "Executive"). W I T N E S S E T H WHEREAS, the...Employment Agreement • April 4th, 1997 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated as of October 22, 1997, by and between ALEXION Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Louis A. Matis (the "Executive"). W I T N E S S E T H WHEREAS, the...Employment Agreement • October 28th, 1997 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
RECITALSLicense Agreement • April 9th, 1997 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
PURCHASE AGREEMENT ------------------ October 26, 2000 U.S. BANCORP PIPER JAFFRAY Piper Jaffray Tower 222 South Ninth Street Minneapolis, Minnesota 55402 Ladies and Gentlemen: Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company"),...Purchase Agreement • October 27th, 2000 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Minnesota
Exhibit 1.1 ALEXION PHARMACEUTICALS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE PURCHASE AGREEMENTAlexion Pharmaceuticals Inc • November 19th, 1999 • Pharmaceutical preparations • Minnesota
Exhibit 4.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated September 21, 2000, by and between Alexion Pharmaceuticals, Inc., a Delaware Corporation (the "Company"), and Katherine S. Bowdish, Ph.D., an individual resident of [California] ("Executive")....Employment Agreement • October 3rd, 2000 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
Exhibit 4.2 ALEXION PHARMACEUTICALS, INC. STOCK OPTION AGREEMENT ---------------------- AGREEMENT made as of the ____ day of _________ 1998 by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company") and (the "Optionee"). W I...Stock Option Agreement • February 8th, 1999 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
RECITALSLicense Agreement • October 29th, 1996 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Amendment toCollaboration Agreement • November 19th, 1999 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Exhibit 10.29 September 14, 1999 Leonard Bell, M.D. 59 Tumblebrook Road Woodbridge, Connecticut 06525 Re: Amendments to the Employment Agreement, dated as of April 1, 1997, by and between Alexion Pharmaceuticals, Inc. (the "Company") and Leonard Bell...Stock Option Agreement • October 20th, 1999 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 7, 2011 among ALEXION PHARMACEUTICALS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, THE OTHER LENDERS PARTY HERETO, MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • March 10th, 2011 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 7, 2011, among ALEXION PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers.
CREDIT AGREEMENT Dated as of February 7, 2012 among ALEXION PHARMACEUTICALS, INC., as the Administrative Borrower, BANK OF AMERICA, N.A., as Administrative Agent, THE OTHER LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Syndication Agent MERRILL...Credit Agreement • February 7th, 2012 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 7, 2012, among ALEXION PHARMACEUTICALS, INC., a Delaware corporation (the “Administrative Borrower”), certain Subsidiaries of the Administrative Borrower party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Administrative Borrower, the “Borrowers” and, each a “Borrower”); each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES LLC, as joint lead arrangers and joint book managers.
Exhibit 10.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This AMENDMENT NO. 2 RIGHTS AGREEMENT (the "Amendment") is made as of December 12, 2001 between Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer &...Rights Agreement • February 12th, 2002 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 22, 2010 among ALEXION PHARMACEUTICALS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, THE OTHER LENDERS PARTY HERETO, BANC OF AMERICA SECURITIES LLC and J.P. MORGAN...Credit Agreement • February 23rd, 2010 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 22, 2010, among ALEXION PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers, and BANC OF AMERICA SECURITIES LLC as Lead Book Manager.
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated as of October 22, 1997, by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and David Keiser (the "Executive"). W I T N E S S E T H WHEREAS, the...Employment Agreement • October 28th, 1997 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
Confidential treatment has been requested for portions of this exhibit. The confidential portions have been redacted and are denoted by [______________]. The confidential portions have been separately filed with the commission.] AMENDMENT TO JOINT...Joint Development Agreement • October 9th, 1997 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT dated as of January 25, 2005 between ALEXION PHARMACEUTICALS, INC. and MORGAN STANLEY & CO. INCORPORATED, BEAR, STEARNS & CO. INC., SG COWEN & CO., LLC andRegistration Rights Agreement • January 25th, 2005 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT dated as of January 25, 2005, between Alexion Pharmaceuticals, Inc., a Delaware corporation (the Company”), and Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., SG Cowen & Co., LLC, and J.P. Morgan Securities Inc. as the initial purchasers (the “Initial Purchasers”) pursuant to the Purchase Agreement dated January 19, 2005 (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.
Exhibit 4.2 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON...Alexion Pharmaceuticals Inc • May 10th, 2000 • Pharmaceutical preparations
Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated as of October 2, 2000, by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and David Keiser (the "Executive"). W I T N E S S E T H...Employment Agreement • October 6th, 2000 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
Exhibit 1 3,600,000 Shares of Common Stock ALEXION PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTAlexion Pharmaceuticals Inc • September 12th, 2003 • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER dated as of December 12, 2020 among ASTRAZENECA PLC, DELTA OMEGA SUB HOLDINGS INC., DELTA OMEGA SUB HOLDINGS INC. 1, DELTA OMEGA SUB HOLDINGS LLC 2 and ALEXION PHARMACEUTICALS, INC.Agreement and Plan of Merger • December 14th, 2020 • Alexion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2020, is by and among AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales (“Parent”), Delta Omega Sub Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Bidco”), Delta Omega Sub Holdings Inc. 1, a Delaware corporation and a direct, wholly owned Subsidiary of Bidco (“Merger Sub I”), Delta Omega Sub Holdings LLC 2, a Delaware limited liability company and a direct, wholly owned Subsidiary of Bidco (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”) and Alexion Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • October 6th, 2000 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations
5,000,000 Shares ALEXION PHARMACEUTICALS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2004 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • New York
Alexion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 5,000,000 shares of its Common Stock, par value $0.0001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 500,000 shares of its Common Stock, par value $0.0001 per share (the “Additional Shares”), if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Common Stock, par value $0.0001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2019 • Alexion Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) dated as of September 17, 2019 by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on behalf of itself and its subsidiaries, related and affiliated companies, and all of their respective divisions, successors, and assigns (collectively, Alexion”), and Aradhana Sarin (the “Employee”).
LICENSE AND COLLABORATIVE RESEARCH AGREEMENT BETWEEN ALEXION PHARMACEUTICALS, INC. AND GENETIC THERAPY, INC.License and Collaborative Research Agreement • April 4th, 1997 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
Alexion Pharmaceuticals, Inc. Common Stock Underwriting Agreement May 24, 2012Underwriting Agreement • May 29th, 2012 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • New York
Alexion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,000,000 shares (the “Securities”) of Common Stock, $0.0001 par value per share (“Stock”), of the Company.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 17th, 2010 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2010, by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
