WARRANT No. 4Shareholders’ Agreement • February 14th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • Virgin Islands
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
THE GENERAL HOSPITAL CORPORATION EXCLUSIVE PATENT LICENSE AGREEMENT MGH Agreement No: 221771 MGII Case No: 21125Exclusive Patent License Agreement • February 14th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • Massachusetts
This License Agreement (“Agreement”) is made as of the 13 day of September, 2014 (“Effective Date”), by and between BioHaven Pharmaceutical Holding Company, a British Virgin Island corporation, having a principal place of business at Suite 304 / 234 Church Street / New Haven CT 06510 (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
EXCLUSIVE LICENSE AGREEMENT between Biohaven Pharmaceutical Holding Co. Ltd and RUTGERS, THE STATE UNIVERSITY OF NEW JERSEYExclusive License Agreement • February 14th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • New Jersey
THIS LICENSE AGREEMENT (the “Agreement”) is made and is effective as of June 15, 2016, (the “Effective Date”) between Rutgers, The State University of New Jersey, having its statewide Office of Research Commercialization at 33 Knightsbridge Road, Piscataway, NJ 08854, (hereinafter “Rutgers”), and Biohaven Pharmaceutical Holding Co. Ltd, a corporation having a principal place of business at an address of c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands (hereinafter “Licensee”, and together with Rutgers the “Parties”, and each individually a “Party”).
ALS BIOPHARMA AGREEMENTBiopharma Agreement • February 14th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • Virgin Islands
THIS AGREEMENT (the “Agreement”) by and among ALS Biopharma, LLC, a Delaware limited liability company having a place of business at 3805 Old Easton Road, Doylestown, PA 18902 (“ALS”), Fox Chase Chemical Diversity Center Inc., a Delaware corporation having a place of business at 3805 Old Easton Road, Doylestown, PA 18902 (“FCCDC”) and Biohaven Pharmaceutical Holding Company, Ltd., a British Virgin Island company with a business office located at 234 Church Street, Suite 301, New Haven, Connecticut 06520 (“Biohaven”) is effective as of the date of final execution (“EFFECTIVE DATE”).
CREDIT AGREEMENTCredit Agreement • February 14th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this Agreement”) is entered into as of August 30, 2016, by and between BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., a BVI business company incorporated under the laws of the British Virgin Islands (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”).
BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD. Share Option AgreementShare Option Agreement • February 14th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • Virgin Islands
This Share Option Agreement (this “Agreement”), dated as of the Grant Date, is between Biohaven Pharmaceutical Holding Company Ltd., a corporation formed under the laws of the Territory of the British Virgin Islands (the “Company”), and [ ] (the “Optionee”).
BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD. INVESTORS’ RIGHTS AGREEMENT October 28, 2016Investors’ Rights Agreement • February 14th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • Virgin Islands
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 28th day of October, 2016, by and among Biohaven Pharmaceutical Holding Ltd., a company formed under the laws of the Territory of the British Virgin Islands (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” each of the shareholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 5.9 hereof.
TERM NOTEBiohaven Pharmaceutical Holding Co Ltd. • February 14th, 2017 • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, the undersigned BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., a BVI business company incorporated under the laws of the British Virgin Islands (“Borrower”), promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”), at its office at 101 Federal Street, Suite 2020, Boston, Massachusetts, 02110, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Five Million Dollars ($5,000,000), or so much thereof as may be advanced and be outstanding pursuant to the terms of the Credit Agreement, as defined herein, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.
