ContractWarrant Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
HYPERION THERAPEUTICS, INC.Incentive Stock Option Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations
Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $ per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2012 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
HYPERION THERAPEUTICS, INC.Non-Qualified Option Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations
Hyperion Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $ per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2012 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
HYPERION THERAPEUTICS, INC. RESTATED OMNIBUS AMENDMENT TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT DATED APRIL 1, 2011, CONVERTIBLE UNSECURED PROMISSORY NOTES DATED APRIL 1, 2011, MAY 2, 2011, MAY 4, 2011 AND MAY 10, 2011 AND WARRANTS TO...Convertible Note and Warrant Purchase Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • California
This Restated Omnibus Amendment (the “Amendment”) to the Convertible Note and Warrant Purchase Agreement dated April 1, 2011, the Convertible Unsecured Promissory Notes dated April 1, 2011, May 2, 2011, May 4, 2011 and May 10, 2011 and the Warrants to Purchase Shares of Common Stock, each dated April 1, 2011, May 2, 2011, May 4, 2011 and May 10, 2011 is made as of April [ ], 2012 (the “Effective Date”) by and among Hyperion Therapeutics, Inc., a Delaware company (the “Company”) and the other parties listed on the signature pages hereto (the “Prior Purchasers”). All capitalized terms set forth herein shall have the meanings given to such terms in the Prior Purchase Agreement, April/May 2011 Notes and April/May 2011 Warrants (each as defined below), unless otherwise defined herein.
ASSET PURCHASE AGREEMENT between UCYCLYD PHARMA, INC., and HYPERION THERAPEUTICS, INC. dated as of March 22, 2012Asset Purchase Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of March 22, 2012 (the “Signing Date”) is entered into among Ucyclyd Pharma, Inc., a Maryland corporation (“Seller”), Hyperion Therapeutics, Inc., a Delaware corporation (“Buyer”) and solely for the purposes set forth above its signature to this Agreement, Medicis Pharmaceutical Corporation, a Delaware corporation (“Medicis”).
AGREEMENTResearch and Development • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Arizona
This Agreement (the “Agreement”) is entered into by and between Dr. Marshall L. Summar (“Dr. Summar”), an individual residing at ***, and Medicis Pharmaceutical Corporation (“Medicis”) a Delaware corporation having its principal place of business in Scottsdale, Arizona.
SETTLEMENT AGREEMENT AND FIRST AMENDMENT TO LICENSE AGREEMENTSettlement Agreement and First Amendment to License Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations
This Settlement Agreement and First Amendment to the License Agreement (“Settlement Agreement and First Amendment”), effective as of August 21, 2007, is entered into by and among Saul W. Brusilow, M.D., an individual (“Brusilow”) and Brusilow Enterprises, LLC, a Maryland limited liability company (“BEI”) (collectively, the “Licensors”), Ucyclyd Pharma, Inc., a subsidiary of Medicis Pharmaceutical Corporation to which the Agreement has been assigned by Medicis pursuant to Section 11.11 of the Agreement (“Licensee”) and Medicis Pharmaceutical Corporation (“Medicis”).
AMENDED AND RESTATED COLLABORATION AGREEMENT by and between UCYCLYD PHARMA, INC. and HYPERION THERAPEUTICS, INC. Dated March 22, 2012Collaboration Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED COLLABORATION AGREEMENT is entered into this 22nd day of March 2012 (the “Effective Date”), by and between UCYCLYD PHARMA, INC., a Maryland corporation, with its principal place of business at 7720 N. Dobson Road, Scottsdale, Arizona, 85256 (hereinafter referred to as “Ucyclyd”) and HYPERION THERAPEUTICS, INC., a Delaware corporation, with its principal place of business at 601 Gateway Blvd., Suite 200, South San Francisco, CA 94080 (hereinafter referred to as “Hyperion”). Ucyclyd and Hyperion are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 19, 2012 (the “Effective Date”) between SILICON VALLEY BANK (“Bank”), as collateral agent and Administrative Agent (in such capacity referred to herein as “Agent” or “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof and party hereto (each, a “Lender” and collectively, the “Lenders”), including without limitation, Bank and LEADER LENDING, LLC – SERIES B (“Leader”) and HYPERION THERAPEUTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
LICENSE AGREEMENTLicense Agreement • May 24th, 2012 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
