FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • August 3rd, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 21, 2021, among GW Pharmaceuticals Limited, GW Global Services (International) Limited, GW Pharma Limited, GW Research Limited, GW UK Services Limited and Greenwich Biosciences, Inc. (each, a “New Guarantor” and collectively, the “New Guarantors”), JAZZ SECURITIES DESIGNATED ACTIVITY COMPANY (together with any successors thereto, the “Issuer”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
GW PHARMACEUTICALS PLC 2020 LONG-TERM INCENTIVE PLAN REPLACEMENT RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • August 3rd, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
Pursuant to the Grant Terms and Conditions (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), Jazz Pharmaceuticals plc (the “Company”) has awarded you a RSU-Style Stock Option (the “Award”) pursuant to the terms of the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan, as amended (the “Plan”) for the number of Shares indicated in the Grant Notice. For the purposes of the Plan, the term ‘Company’ shall be taken to mean Jazz Pharmaceuticals plc, ‘Committee’ shall be taken to mean the remuneration committee of the Board of Jazz Pharmaceuticals plc, and ‘Shares’ and ‘Ordinary Shares’ shall be taken to mean ordinary shares in the capital of Jazz Pharmaceuticals plc. The Grant Notice, this Agreement and the Plan together constitute the full terms and conditions of your Award (the “Award Documents”), and, upon your written or electronic execution, constitute the deed of acceptance for the Award. The Award Documents must be accepted by you no later than t
GW PHARMACEUTICALS PLC 2020 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 3rd, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
Pursuant to the Grant Terms and Conditions (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), Jazz Pharmaceuticals plc (the “Company”) has awarded you Restricted Stock Units (the “Award”) pursuant to the terms of the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan, as amended (the “Plan”) for the number of Shares indicated in the Grant Notice. For the purposes of the Plan, the term ‘Company’ shall be taken to mean Jazz Pharmaceuticals plc, ‘Committee’ shall be taken to mean the remuneration committee of the Board of Jazz Pharmaceuticals plc, and ‘Shares’ and ‘Ordinary Shares’ shall be taken to mean ordinary shares in the capital of Jazz Pharmaceuticals plc. The Grant Notice, this Agreement and the Plan together constitute the full terms and conditions of your Award (the “Award Documents”), and, upon your written or electronic execution, constitute the deed of acceptance for the Award. The Award Documents must be accepted by you no later than thi
TO THE AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 3rd, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
This AMENDMENT NO. I TO THE AMENDED AND RESTATED LICENSE AGREEMENT ("Amendment") is effective May 6, 2021 (the "Amendment Effective Date"), is by and between, PHARMA MAR, S.A., a corporation organized under the laws of Spain, with its principal place of business at 1 Avda. De los Reyes, 28770 - Colmenar Viejo, Madrid, Spain ("PharmaMar"), and JAZZ PHARMACEUTICALS IRELAND LIMITED, a corporation organized under the laws of Ireland, with its principal place of business at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland ("Jazz"), provides a process for consent and waiver by PharmaMar and its Third Party Partners for the 1LM SCLC Study (defined below), and, in the Amended and Restated License Agreement effective October 14, 2020 ("Agreement"), revises a milestone payment structure. PharmaMar and Jazz may be referred to herein individually as a "Party" and collectively as the "Parties." Any terms not defined herein take their definition from the Agreement.
GW PHARMACEUTICALS PLC 2020 LONG-TERM INCENTIVE PLAN REPLACEMENT STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • August 3rd, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
Pursuant to the Grant Terms and Conditions (the “Grant Notice”) and this Stock Option Award Agreement (the “Agreement”), Jazz Pharmaceuticals plc (the “Company”) has awarded you a Stock Option (the “Award”) pursuant to the terms of the GW Pharmaceuticals plc 2020 Long- Term Incentive Plan, as amended (the “Plan”) for the number of Shares indicated in the Grant Notice. For the purposes of the Plan, the term ‘Company’ shall be taken to mean Jazz Pharmaceuticals plc, ‘Committee’ shall be taken to mean the remuneration committee of the Board of Jazz Pharmaceuticals plc, and ‘Shares’ and ‘Ordinary Shares’ shall be taken to mean ordinary shares in the capital of Jazz Pharmaceuticals plc. The Grant Notice, this Agreement and the Plan together constitute the full terms and conditions of your Award (the “Award Documents”), and, upon your written or electronic execution, constitute the deed of acceptance for the Award. The Award Documents must be accepted by you no later than thirty days after t
AMENDMENT #2Pharmacy Services Master Services Agreement • August 3rd, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
This Amendment #2 to Pharmacy Master Services Agreement (“Amendment”), effective as of the last date signed below (the “Effective Date”), is made pursuant to the terms of the Pharmacy Services Master Services Agreement (“Agreement”), effective as of July 1, 2020 between Jazz Pharmaceuticals, Inc. (“Jazz Pharmaceuticals”) and Express Scripts Specialty Distribution Services, Inc. (“ESSDS”) (individually, “Party” and collectively, “Parties”), the terms of which are incorporated herein by reference.
UK CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN (GW PHARMA LIMITED / GW RESEARCH LIMITED)Participation Agreement • August 3rd, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
WHEREAS, pursuant to the Transaction Agreement dated 3 February 2021 and entered into between GW Pharmaceuticals plc, Jazz Pharmaceuticals Public Limited Company (“Parent”) and Jazz Pharmaceuticals UK Holdings Limited, as it may be amended from time to time (the “Transaction Agreement”), GW Pharma Limited will be acquired by Parent (the “Specified Transaction”) (the completion of such Specified Transaction, the “Closing”).
AMENDMENT #1Pharmacy Services Master Services Agreement • August 3rd, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
This Amendment #1 to Pharmacy Master Services Agreement (“Amendment”), effective as of the last date signed below (the “Effective Date”), is made pursuant to the terms of the Pharmacy Services Master Services Agreement (“Agreement”), effective as of July 1, 2020 between Jazz Pharmaceuticals, Inc. (“Jazz Pharmaceuticals”) and Express Scripts Specialty Distribution Services, Inc. (“ESSDS”) (individually, “Party” and collectively, “Parties”), the terms of which are incorporated herein by reference.
