Harmony Biosciences Holdings, Inc. Common Stock Form of Underwriting AgreementUnderwriting Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • New York
Harmony Biosciences Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $[•] per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
RIGHT OF USE AGREEMENTRight of Use Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Illinois
This Right of Use Agreement (“Agreement”), effective as of November 1, 2019 (the “Effective Date”), is by and between Paragon Biosciences, LLC, a Delaware limited liability company (“Paragon”), and Harmony Biosciences, LLC, a Delaware limited liability company (the “Portfolio Company”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Illinois
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of September 22, 2017 (the “Effective Date”), is by and among Paragon Biosciences, LLC, a Delaware limited liability company (the “Management Company”), Harmony Biosciences, LLC, a Delaware limited liability company (the “Company”), and, solely with respect to Section 6 herein, Jeffrey S. Aronin (“Aronin”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth Section 9 of this Agreement.
AMENDMENT NO. 1 TO LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • England and Wales
This Amendment No. 1, dated as of August 27, 2018 (this “Amendment”), to the License and Commercialization Agreement (the “Agreement”), dated as of July 28, 2017, is entered into between Bioprojet Societe Civile de Recherche, an independent (privately) owned research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (“Bioprojet SCR”) and together with its Affiliates, including Bioprojet Pharma SARL and Bioprojet Europe Ltd., “Bioprojet”), and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462 USA (“Partner”). Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Agreement. Bioprojet and Partner may be referred to herein, together, as the “Parties” and, individually, as a “Party.”
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 9, 2019, by and among Harmony Biosciences II, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders of the Company and holders of warrants to acquire shares of capital stock of the Company listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. LICENSE AND...License and Commercialization Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • England and Wales
THIS LICENSE AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of July 28, 2017 (“Signing Date”) is entered into between Bioprojet Société Civile de Recherche, an independent (privately owned) research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (“Bioprojet SCR” and together with its Affiliates, including Bioprojet Pharma SARL and Bioprojet Europe Ltd., “Bioprojet”) and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 1033 Skokie Boulevard, Suite 600, Northbrook, Illinois 60062 (“Partner”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 6th, 2020 • Harmony Biosciences Holdings, Inc. • Pharmaceutical preparations • England and Wales
This Trademark License Agreement (this “Agreement”) is entered into this 23rd day of August, 2018 (the “Effective Date”) by and among Bioprojet Europe, Ltd., a company organized under the laws of Ireland and having its place of business at 101 Furry Park Road, Killester, Dublin 5, D05KD52 Ireland (“Licensor”), Bioprojet Société Civile de Recherche, an independent (privately owned) research company organized under the laws of France and having its principal place of business at 30, rue des Francs-Bourgeois, 75003 Paris, France (“Bioprojet”), and Harmony Biosciences, LLC, a limited liability company organized under the laws of Delaware and having its principal place of business at 1033 Skokie Boulevard, Suite 600, Northbrook, Illinois 60062 (“Licensee”). Licensor, Bioprojet, and Licensee hereafter are collectively referred to as the “Parties,” and each individually is referred to as a “Party,” where no other distinction is required.
