ContractWarrant Agreement • September 15th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • Ontario
These Warrants shall not be exercisable by the holder, in whole or in part, and Transition Therapeutics Inc. (the Corporation) shall not give effect to any such exercise, if, after giving effect to such exercise, the holder, together with any person or company acting jointly or in concert with the holder (the Joint Actors) would in the aggregate beneficially own, or exercise control or direction over, that number of voting securities of the Corporation which is twenty percent (20%) or greater of the total issued and outstanding voting securities of the Corporation, immediately after giving effect to such exercise, unless and until, subject to Toronto Stock Exchange approval, the shareholders of the Corporation have approved such exercise.
SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • September 15th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • Ontario
SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • September 15th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • Ontario
The undersigned (hereinafter referred to as the Subscriber) hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation (Units) set forth below for the aggregate subscription price set forth below (the Aggregate Subscription Price), representing a subscription price of US$5.32 per Unit, upon and subject to the terms and conditions set forth in "Terms and Conditions of Subscription for Units of Transition Therapeutics" attached hereto (together with the face pages and the attached Exhibits, the Subscription Agreement). Each Unit consists of (i) one common share in the capital of the Corporation (a Common Share) and (ii) 0.61 Common Share purchase warrant with a purchase price of US$7.10 per whole Warrant (a Warrant), with each whole Warrant entitling the holder thereof to purchase one Common Share for a period of twenty four months from the Closing Date (as defined herein).
PURCHASE AND SALE AGREEMENT by and among ELAN PHARMA INTERNATIONAL LIMITED, TRANSITION THERAPEUTICS INC. and, solely for the limited purposes of Section 6.4(b), Section 6.6(e) and ARTICLE VII, PERRIGO COMPANY PLCPurchase and Sale Agreement • September 15th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • New York
MILESTONE, ROYALTY AND SUBLICENSING FEE DEEDMilestone, Royalty and Sublicensing Fee Deed • September 15th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • New York
This MILESTONE, ROYALTY AND SUBLICENSING FEE deed (this “Deed”) is made and entered into as of February 27, 2014, by and between Elan Pharma International Limited, a private limited company incorporated in Ireland (“EPIL”), and Elan Science Ten Limited, a private limited company incorporated in Ireland (the “Company”). EPIL and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used in this Deed have the meanings ascribed to them in ARTICLE IV.
