AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [●] [●], 2020, by and among (i) Amryt Pharma plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America, and its successors (“Citibank”) acting in its capacity as depositary under the terms of this Deposit Agreement, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
CREDIT AGREEMENTCredit Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of September 24, 2019 among AEGERION PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), AMRYT PHARMA HOLDINGS PLC, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around the date hereof as AMRYT PHARMA PLC) (the “Parent”), each Lender (as hereinafter defined) from time to time party hereto and CANTOR FITZGERALD SECURITIES, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successor administrative agent and collateral agent, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of September 25, 2019 (the “Effective Date”), is made by and among Amryt Pharma Holdings Plc (to be renamed Amryt Pharma plc), a company incorporated under the laws of England and Wales with the registered number 12107859 and registered address at Dept 920a, 196 High Road, London, N22 8HH (the “Company”), Highbridge MSF International Ltd., an exempted company incorporated under the laws of the Cayman Islands (“MSF”), Highbridge Tactical Credit Master Fund, L.P. (previously known as 1992 Tactical Credit Master Fund, L.P.), an exempted limited partnership organized under the laws of the Cayman Islands (“Tactical Credit Master Fund”) and Highbridge SCF Special Situations SPV, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, (together with MSF and Tactical Credit Master Fund, “Highbridge”), Athyrium Opportunities II Acquisition 2 LP, a limited partnership formed under the laws of Delaware (“Athyrium II”), and At
THIRD AMENDMENT TO MASTER SERVICES AGREEMENTMaster Services Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
THIS THIRD AMENDMENT TO MASTER SERVICES AGREEMENT (“3rd Amendment”) dated as of June 20, 2016 (“Effective Date”) is entered into by and between Accredo Health Group, Inc. (“Service Provider”) and Aegerion Pharmaceuticals, Inc., a Delaware corporation with offices at One Main Street Suite 800, Cambridge, MA 02142 (“Aegerion”) as successor in interest to AstraZeneca Pharmaceutical LP, a Delaware limited partnership with offices at 1800 Concord Pike, Wilmington, Delaware 19803 (“AstraZeneca”).
Contract Manufacturing AgreementAgreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
FOURTH AMENDMENT TO MASTER SERVICES AGREEMENTMaster Services Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
This Fourth Amendment (the “Amendment”) to the Master Services Agreement dated December 6, 2013, as amended, by and between Aegerion Pharmaceuticals, Inc. (“Aegerion”), as assignee of AstraZeneca Pharmaceuticals LP, and Accredo Health Group, Inc. (“Service Provider”) (the “Agreement”) is effective as of October 19, 2017 (the “Amendment Effective Date”). Any capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
7th Amendment to the Manufacturing Agreement entered into as of September 30th , 2010Pursuant To • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
This Amendment 7 (“Amendment 7”) is made effective as of August 1, 2017 (“Amendment 7 Effective Date”) by and between Aegerion Pharmaceuticals, Inc., located at One Main Street, Cambridge, MA 02142, USA (“Aegerion”), and Sandoz GmbH, a company incorporated in Austria, with its office at Biochemiestrasse 10, A-6250 Kundl, Austria (“Sandoz”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
This Restructuring Support Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms set forth herein, this “Agreement”), dated as of May 20, 2019, is made by and among: (a) Aegerion Pharmaceuticals, Inc. (“Aegerion”) and each of its subsidiaries that are party hereto (collectively with Aegerion, the “Company”); (b) each of the undersigned holders (each, a “Consenting Lender” and, collectively, the “Consenting Lenders”, including any holders that execute a Lender Joinder (as defined below) after the date hereof) of claims (as defined in section 101(5) of title 11 of the United States Code (the “Bankruptcy Code”)) against the Company (the “Claims”) arising under or in connection with: (i) that certain Indenture, dated as of August 15, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Convertible Notes Indenture” and a holder of such Claims, the “Consenting Noteholders”), (ii) that certain Bridge C
AMENDMENT NO. 5 TO CONTRACT MANUFACTURING AGREEMENT (Metreleptin SLD)Contract Manufacturing Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
THIS AMENDMENT NO. 5 (the “Amendment”) is made as of October 13 2014 (the “Amendment Effective Date”) by and between Amylin Pharmaceuticals, Inc. with offices at 9360 Towne Centre Drive, San Diego, California 92121 (“Amylin Pharmaceuticals, LLC”) and Sandoz GmbH, with a principal place of business at Biochemiestr. 10, A6250 Kundl, Austria (“Sandoz”).
MASTER SERVICES AGREEMENTMaster Services Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations • New Jersey
This Master Services Agreement (this “Agreement”) is entered into on December 6, 2013 (the “Effective Date”) by and between BRISTOL-MYERS SQUIBB COMPANY, having an address at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”) and Accredo Health Group, Inc. having an address at 6272 Lee Vista Boulevard, Orlando, FL 32822 and its Affiliates (“Service Provider”).
Pursuant to 17 CFR 229.601(b)(10)(iv), confidential information (indicated by [***]) has been omitted from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.Amryt Pharma PLC • June 23rd, 2020 • Pharmaceutical preparations • New York
INDENTURE, dated as of September 24, 2019, among Aegerion Pharmaceuticals, Inc., a Delaware corporation, as issuer (the “Company”), Amryt Pharma Holdings plc, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around the date hereof as Amryt Pharma plc) (the “Parent”), Amryt Pharma plc, a company incorporated in England and Wales with company number 05316808 (to be renamed and re-registered on or around the date hereof as Amryt Pharma Holdings Limited) (“Old Parent”), the additional guarantors listed on the signature pages hereto, as guarantors (together with the Parent and Old Parent, the “Guarantors”), and GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as trustee (the “Trustee”).
University College Dublin, National University of Ireland and- AMRYT GENETICS LIMITED LICENCE AGREEMENTLicence Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
Affiliate: means in relation to either Party, any corporation, or other business entity which Controls, is Controlled by, or is under common Control with said Party.
First Amendment to Contract Manufacturing Agreement (Metreleptin SLD) dated September 30, 2010Manufacturing Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
THIS AMENDMENT (“Amendment”) entered into as of September 01, 2011 is by and between Amylin Pharmaceuticals, Inc., whose principal office is at 9360 Towne Centre Drive, San Diego, California 92121 (“Amylin”) and Sandoz GmbH, whose principal office is at Biochemiestrasse 10, A6250 Kundl, Austria (“Sandoz”).
1st AMENDMENTAmryt Pharma PLC • June 23rd, 2020 • Pharmaceutical preparations
This 1st AMENDMENT (“Amendment”) is entered by and between Bristol-Myers Squibb Company (“BMS”) and Accredo Health Group, Inc. (“Company”) as of January 19, 2014 (the “Effective Date of this Amendment”).
HIGHBRIDGE MSF INTERNATIONAL LTD. HIGHBRIDGE SCF SPECIAL SITUATIONS SPV, L.P. ATHYRIUM OPPORTUNITIES II ACQUISITION 2 LP ATHYRIUM OPPORTUNITIES III ACQUISITION 2 LP WHITEBOX RELATIVE VALUE PARTNERS, LP WHITEBOX GT FUND, LP WHITEBOX MULTI-STRATEGY...Highbridge SCF • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
AEGERION PHARMACEUTICALS, INC. AND AMRYT PHARMA PLC PLAN FUNDING AGREEMENT May 20, 2019Plan Funding Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations • New York
THIS PLAN FUNDING AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of May 20, 2019, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Amryt Pharma plc, a company incorporated in England and Wales with the registered number 05316808 and registered address at Dept 920a 196 High Road, Wood Green, London, England, N22 8HH (the “Plan Investor” and, together with the Company, the “Parties” and each a “Party”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in Article I hereof.
AMENDMENT NO. 4 TO CONTRACT MANUFACTURING AGREEMENT (Metreleptin SLD)Contract Manufacturing Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
THIS AMENDMENT NO. 4 (the “Amendment”) is made as of 23rd June 2014 (the “Amendment Effective Date”) by and between Amylin Pharmaceuticals, LLC (formerly known as and successor in interest to Amylin Pharmaceuticals, Inc.) with a principal place of business at 9625 Towne Centre Drive, San Diego, California 92121, USA (“Amylin”) and Sandoz GmbH, with a principal place of business at Biochemiestr. 10, A6250 Kundl, Austria (“Sandoz”).
9th Amendment to the Contract Manufacturing Agreement entered into as of September 30th, 2010Manufacturing Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
This Amendment 9 (“Amendment 9”) is made effective as of February 11, 2020 (“Amendment 9 Effective Date”) by and between Aegerion Pharmaceuticals, Inc., located at One Main Street, Cambridge, MA 02142, USA (“Aegerion”), and Sandoz GmbH, a company incorporated in Austria, with its office at Biochemiestrasse 10, A-6250 Kundl, Austria (“Sandoz”).
AMENDMENT NO. 3 TO CONTRACT MANUFACTURING AGREEMENT (Metreleptin SLD)Contract Manufacturing Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
THIS AMENDMENT NO. 3 (the “Amendment”) is made as of 8th July 2013 (the “Amendment Effective Date”) by and between Amylin Pharmaceuticals, LLC (formerly known as and successor in interest to Amylin Pharmaceuticals, Inc.) with offices at 9625 Towne Centre Drive, San Diego, California 92121, USA (“Amylin”) and Sandoz GmbH, with a principal place of business at Biochemiestr. 10, A6250 Kundl, Austria (“Sandoz”).
8th Amendment to the Manufacturing AgreementManufacturing Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
This Amendment 8 (“Amendment 8”) is made effective as of April 30, 2019 (“Amendment 8 Effective Date”) by and between Aegerion Pharmaceuticals, Inc., located at One Main Street, Cambridge, MA 02142, USA (“Aegerion”j, and Sandoz GmbH, a company incorporated in Austria, with its office at Biochemiestrasse 10, A-6250 Kundl, Austria (“Sandoz”).
AMENDMENT NO. 2 TO CONTRACT MANUFACTURING AGREEMENT (Metreleptin SLD)Contract Manufacturing Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
THIS AMENDMENT NO. 2 (the “Amendment”) is made as of 18 December 2012 (the “Amendment Effective Date”) by and between Amylin Pharmaceuticals, LLC (formerly known as and successor is interest to Amylin Pharmaceuticals, Inc.) with a principal place of business at 9360 Towne Centre Drive, San Diego, California 92121, USA (“Amylin”) and Sandoz GmbH, with a principal place of business at Biochemiestr. 10, A6250 Kundl, Austria (“Sandoz”).
to the Manufacturing AgreementAmryt Pharma PLC • June 23rd, 2020 • Pharmaceutical preparations
This Amendment 6 (“Amendment 6”) is made effective as of June 1st, 2017 (“Amendment 6 Effective Date”) by and between SANDOZ and Aegerion Pharmaceuticals, Inc., located at One Main Street, Cambridge, MA 02142, USA (“Aegerion”), and Sandoz GmbH, a company incorporated in Austria, with its office at Biochemiestrasse 10, A-6250 Kundl, Austria (“Sandoz”).
SHARE PURCHASE AND TRANSFER AGREEMENTShare Purchase and Transfer Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations
Annex 4.6.6 Agreement providing for an option to extend the term of the two lease agreements regarding the production site in [***]
