RIGHT OF USE AGREEMENTRight of Use Agreement • June 12th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Illinois
This Right of Use Agreement (“Agreement”), effective as of November 1, 2019 (the “Effective Date”), is by and between Paragon Biosciences, LLC, a Delaware limited liability company (“Paragon”), and Harmony Biosciences, LLC, a Delaware limited liability company (the “Portfolio Company”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 12th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of January 9, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by HARMONY BIOSCIENCES LLC, a Delaware limited liability company (the “Borrower”), HARMONY BIOSCIENCES II, INC., a Delaware corporation, (“Holdings”) (the Borrower and Holdings, together with any other entity that may become a party hereto as provided herein, are referred to each as a “Grantor” and, collectively as the “Grantors”), in favor of ORBIMED ROYALTY & CREDIT OPPORTUNITIES III, LP, a Delaware limited partnership (together with its successors, transferees and assignees, as Administrative Agent (the “Administrative Agent”) for the Secured Parties (defined below).
AMENDMENT NO. 1 TO LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • June 12th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • England and Wales
This Amendment No. 1, dated as of August 27, 2018 (this “Amendment”), to the License and Commercialization Agreement (the “Agreement”), dated as of July 28, 2017, is entered into between Bioprojet Societe Civile de Recherche, an independent (privately) owned research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (“Bioprojet SCR”) and together with its Affiliates, including Bioprojet Pharma SARL and Bioprojet Europe Ltd., “Bioprojet”), and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462 USA (“Partner”). Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Agreement. Bioprojet and Partner may be referred to herein, together, as the “Parties” and, individually, as a “Party.”
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 12th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 9, 2019, by and among Harmony Biosciences II, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders of the Company and holders of warrants to acquire shares of capital stock of the Company listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 12th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • England and Wales
This Trademark License Agreement (this “Agreement”) is entered into this 23rd day of August, 2018 (the “Effective Date”) by and among Bioprojet Europe, Ltd., a company organized under the laws of Ireland and having its place of business at 101 Furry Park Road, Killester, Dublin 5, D05KD52 Ireland (“Licensor”), Bioprojet Société Civile de Recherche, an independent (privately owned) research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (“Bioprojet”), and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 1033 Skokie Boulevard, Suite 600, Northbrook, Illinois 60062 (“Licensee”). Licensor, Bioprojet, and Licensee hereafter are collectively referred to as the “Parties,” and each individually is referred to as a “Party,” where no other distinction is required.
