WARRANT No. 3Warrant Agreement • April 7th, 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.
ALS BIOPHARMA AGREEMENTAls Biopharma Agreement • April 7th, 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”).
ZYDIS® DEVELOPMENT AND LICENSE AGREEMENT (Riluzole)Zydis Development and License Agreement • April 7th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • Delaware
This Zydis® Development and License Agreement (“Agreement”) is made as of this 9th day of March, 2015 (“Effective Date”), by and between Biohaven Pharmaceutical Holding Company Ltd., a corporation duly formed under the laws of the British Virgin Islands (“Client”), and Catalent U.K. Swindon Zydis Limited, a company organized under the laws of Scotland (registered number SC070961), with a place of business at Frankland Road, Blagrove, Swindon, Wiltshire, UK SN5 8YG (“Catalent”) and Client are sometimes referred to in this Agreement as the “Parties” and individually as a “Party”.
THE GENERAL HOSPITAL CORPORATION EXCLUSIVE PATENT LICENSE AGREEMENT MGH Agreement No: 221771 MGII Case No: 21125Exclusive Patent License Agreement • April 7th, 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 • April 7th, 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”).
CREDIT AGREEMENTCredit Agreement • April 7th, 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”).
LICENCE AGREEMENTLicense Agreement • April 7th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • Delaware
This License Agreement (the “Agreement”) is made and entered into effective as of 5 October 2016 (the “Effective Date”) by and between AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with its registered office at SE-151 85 Sodertalje, Sweden and with offices at SE-431 83 Molndal, Sweden (“AstraZeneca”) and BioHaven Pharmaceutical Holding Company Ltd. a British Virgin Islands business corporation with a registered office address of P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands (“Licensee”). AstraZeneca and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD. Share Option AgreementShare Option Agreement • April 7th, 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 • April 7th, 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.
LICENSE AGREEMENT between BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD. and BRISTOL-MYERS SQUIBB COMPANY CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY...License Agreement • April 7th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date last signed by a party below (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation, headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), and Biohaven Pharmaceutical Holding Company Ltd., a British Virgin Islands business company, with its registered office address of P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands (“Company”). BMS and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TERM NOTETerm Note • April 7th, 2017 • Biohaven Pharmaceutical Holding Co Ltd. • 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.
