OptiNose US, Inc. January 13, 2017 Michael Marino, Esq. 138 Inverness Drive Blue Bell, PA 19422 Dear Michael:Letter Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
The purpose of this letter (this “Letter Agreement”) is to acknowledge and set forth the terms and conditions of your employment as Chief Legal Officer & Corporate Secretary of OptiNose US, Inc. (the “Company”).
OptiNose, Inc.Letter Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
The purpose of this letter (this “Letter Agreement”) is to acknowledge and set forth the terms and conditions of your employment as the Chief Operating Officer of OptiNose, Inc. (the “Company”).
OPTINOSE, INC., OPTINOSE AS, -and- CERTAIN SECURITYHOLDERS OF OPTINOSE AS EXCHANGE AGREEMENT for the acquisition of all or certain of the share capital and all convertible securities of OPTINOSE ASExchange Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the later of the 7th day of June 2010, and the date the last signature is executed on the signature pages hereto, by and among:
OPTINOSE, INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of March 24, 2017Registration Rights Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • New York
This Second Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of March 24, 2017, by and among OPTINOSE, INC., a Delaware corporation (the “Company”), and the holders of Series D Shares, Series C-2 Shares, Series C-1 Shares, Series C Shares and Series B Shares of the Company identified on the signature pages hereto (collectively, the “Investors”).
OPTINOSE, INC. SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Agreement”), dated as of March 24, 2017, by and among the following parties (each, a “Party” and collectively, the “Parties”):
April 24th, 2014Federal Express • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations
This letter confirms our understanding and agreement with respect to the assignment by OptiNose to Avanir of IND No. 110090. Unless otherwise defined in this letter, all initially capitalized terms used in this letter shall have the meanings given to such terms in the Agreement.
SUPPLY AGREEMENTSupply Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (this “Agreement”) is made this, July 1, 2017 (the “Effective Date”), by and between Hovione Inter Ltd, Bahnhofstrasse 21, CH-6000 Lucerne 7, Switzerland (“Hovione”), and OptiNose US Inc., 1020 Stony Hill Road, Ste 300 Yardley, PA 19067, USA (“OptiNose US”) — including its Affiliates, OptiNose AS (“OptiNose Norway”) and OptiNose UK Ltd. (“OptiNose UK”, and collectively, “OptiNose”). Hovione and OptiNose are each sometimes referred to herein as a “Party” and together as the “Parties.”
MANUFACTURE AND SUPPLY AGREEMENTAgreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
This MANUFACTURE AND SUPPLY AGREEMENT (the “Agreement”) is made as of August 18, 2017 (the “Effective Date”) by and among, on the one hand, OptiNose US, Inc., duly organized and existing under the laws of Delaware and having offices located at 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 (referred to herein as “OptiNose US”), OptiNose UK Ltd. duly organized and existing under the laws of England and having offices located at Hunts Rise, South Marston Park, Wiltshire, SN3 4TG, England (referred to herein as “OptiNose UK”), and OptiNose AS, duly organized and existing under the laws of Norway and having offices located at Gaustadalleen 21 0349 Oslo, Norway (referred to herein as “OptiNose Norway”, and collectively with OptiNose US and OptiNose UK, “OptiNose”), and, on the other hand, Contract Pharmaceuticals Limited Canada, duly organized under the laws of the Province of Ontario and having offices located at 7600 Danbro Crescent, Mississauga, Ontario Canada L5N 6L6 (referred to he
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations
This Manufacturing Services Agreement (this “Agreement”), dated as of August 31, 2017 (the “Effective Date”), is by and among, on the one hand, OptiNose US, Inc., duly organized and existing under the laws of Delaware and having offices located at 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 (referred to herein as “OptiNose US”), OptiNose UK Ltd. duly organized and existing under the laws of England and having offices located at Hunts Rise, South Marston Park, Wiltshire, SN3 4TG, England (referred to herein as “OptiNose UK”), and OptiNose AS, duly organized and existing under the laws of Norway and having offices located at Gaustadalléen 21, 0349 Oslo, Norway (referred to herein as “OptiNose Norway”, and collectively with OptiNose US and OptiNose UK, “OptiNose”), and, on the other hand, and Ximedica, LLC, a Rhode Island limited liability company, having a principal office at 55 DuPont Drive, Providence, Rhode Island 02907 (“Ximedica”).
EMPLOYMENT AGREEMENTRelease Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
BACKGROUND: In connection with the proposed Series C Convertible Preferred Stock Financing (“Series C Financing”) transaction to be consummated by and among Optinose, Inc. (the “Parent Company”), OptiNose AS (the “Operating Company”), Avista Capital Partners II, L.P. and its affiliated investment funds (collectively, “Avista”), and certain other parties, the Company engages Manager and Manager agrees to be engaged by the Parent Company, all upon the terms and conditions set forth herein (this “Agreement”). The Parent Company and all of its current and future direct and indirect subsidiaries, including without limitation the Operating Company, shall be referred to herein as the “OptiNose Companies.”
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is entered into on August 6, 2015 by and between OPTINOSE AS, a Norwegian corporation, company registration number 982483131 (“OptiNose”), with its principal place of business at Tore Hals Mejdells vei 7, 0751 Oslo, Norway, and its postal address at Pb 288 Roa, 0702 Oslo, Norway, and AVANIR PHARMACEUTICALS, INC., a Delaware corporation (“Avanir”), with offices at 30 Enterprise, Suite 400, Aliso Viejo, CA 92656, U.S.A. OptiNose and Avanir are sometimes referred to herein as a “Party” and collectively as the “Parties.”
