Underwriting AgreementPTC Therapeutics, Inc. • January 25th, 2019 • Pharmaceutical preparations • New York
PTC Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 6,720,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,008,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent that you are the only Underwriter, all references to “each Underwriter,” “the Underwriters” or “Representative” shall refer to just you.
PTC THERAPEUTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 20, 2019Indenture • September 20th, 2019 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of September 20, 2019 between PTC THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
X = Y(A - B) ------- APTC Therapeutics, Inc. • March 31st, 2006 • Delaware
Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE...PTC Therapeutics, Inc. • March 31st, 2006 • New Jersey
X = Y (A - B) --------- APTC Therapeutics, Inc. • March 31st, 2006 • Delaware
PTC THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) At the Market Offering Sales AgreementSales Agreement • August 7th, 2019 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New York
PTC Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (each, an “Agent,” and collectively, the “Agents”), as follows:
PTC THERAPEUTICS, INC. 2,475,248 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 20th, 2019 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New York
PTC Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,475,248 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 371,287 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Underwritten Shares and the Option Shares, to the extent issued, are referred to herein as the “Stock”. To the extent that you are the only Underwriter, all references to “each Underwriter,” “the Underwriters” or “Representative” shall refer to just you.
WARRANTPTC Therapeutics, Inc. • March 31st, 2006 • New York
Exhibit 10.5 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COLLABORATION AND LICENSE AGREEMENT dated as of March 17, 2006 by and between PTC THERAPEUTICS, INC.Collaboration and License Agreement • March 31st, 2006 • PTC Therapeutics, Inc. • New York
CREDIT AND SECURITY AGREEMENT dated as of May 5, 2017 by and among PTC THERAPEUTICS, INC., and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent and as a...Credit and Security Agreement • May 8th, 2017 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New York
This CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of May 5, 2017 by and among PTC THERAPEUTICS, INC., a Delaware corporation (“PTC”), and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
MASTER SECURITY AGREEMENT NO. 4081064 Dated as of JULY 30, 2004 ("AGREEMENT")Master Security Agreement • March 31st, 2006 • PTC Therapeutics, Inc. • Virginia
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2022 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of October 28, 2019 (the “Effective Date”), by and between PTC Therapeutics, Inc., a Delaware corporation (the “Company”) and Matthew Klein (“Executive”). In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows:
EXHIBIT 4.2 FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") made as of September 21, 2005 (the "Effective Date") by and among (i) PTC Therapeutics, Inc., a Delaware...Investor Rights Agreement • March 31st, 2006 • PTC Therapeutics, Inc. • Delaware
PTC Therapeutics, Inc. Restricted Stock Agreement Granted Under 2013 Stock Incentive PlanRestricted Stock Agreement • May 16th, 2013 • PTC Therapeutics, Inc. • Pharmaceutical preparations • Delaware
PTC Therapeutics, Inc. Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • March 5th, 2014 • PTC Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. CREDIT AGREEMENT dated...Credit Agreement • September 22nd, 2023 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of October 27, 2022, among PTC THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined herein) from time to time party hereto, the Lenders (as defined herein) from time to time party hereto and Wilmington Trust, National Association, as Administrative Agent (as defined herein).
PTC Therapeutics, Inc. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 21st, 2023 • PTC Therapeutics, Inc. • Pharmaceutical preparations • Delaware
PTC Therapeutics, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its Amended and Restated 2013 Long-Term Incentive Plan. The terms and conditions attached hereto are also a part hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • July 17th, 2023 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 13, 2023 (the “Effective Date”), by and between PTC Therapeutics, Inc., a Delaware corporation (the “Company”) and Pierre Gravier (as more fully specified in Schedule 1.1, “Executive”). In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows:
PTC Therapeutics, Inc. Incentive Stock Option Agreement Granted Under Amended and Restated 2013 Long-Term Incentive PlanIncentive Stock Option Agreement • February 21st, 2023 • PTC Therapeutics, Inc. • Pharmaceutical preparations
This agreement evidences the grant by PTC Therapeutics, Inc., a Delaware corporation (the “Company”), on [Grant Date] (the “Grant Date”) to [Participant Name], an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s Amended and Restated 2013 Long-Term Incentive Plan (the “Plan”), a total of [Number of Awards Granted] shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common Stock”) at $[Grant Price] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [Expiration Date] (the “Final Exercise Date”).
AGREEMENT FOR THE PROVISION OF FUNDING TO PTC THERAPEUTICS, INC. FOR RESEARCH RELATING TO SELECTIVELY DECREASING THE PRODUCTION OF BMI-1 EXPRESSION IN TUMOUR STEM CELLSAgreement • May 16th, 2013 • PTC Therapeutics, Inc. • Pharmaceutical preparations • England
EXHIBIT 10.14 PROMISSORY NOTE TO MASTER SECURITY AGREEMENT NO. _________Master Security Agreement • March 31st, 2006 • PTC Therapeutics, Inc. • Virginia
FOR VALUE RECEIVED, PTC Therapeutics, Inc., a Delaware corporation, located at the address stated below ("MAKER") promises, jointly and severally if more than one, to pay to the order of OXFORD FINANCE CORPORATION or any subsequent holder hereof (each, a "PAYEE") at its office located at 133 N. FAIRFAX STREET, ALEXANDRIA, VA 22314 or at such other place as Payee or the holder hereof may designate, the principal sum of ____________________ DOLLARS ($____________________), with interest on the unpaid principal balance, from the date hereof through and including the dates of payment, at a fixed interest rate of ______ and _____ hundredths percent (____%) per annum, in ________ consecutive monthly installments of principal and interest as follows:
AGREEMENT FOR THE PROVISION OF FUNDING TO PTC THERAPEUTICS, INC. FOR RESEARCH RELATING TO THE LEAD OPTIMISATION AND DEVELOPMENT OF NOVEL BACTERIAL DNA SYNTHESIS INHIBITORS FOR THE TREATMENT OF NOSOCOMIAL INFECTIONS CAUSED BY MULTI-DRUG RESISTANT...Agreement • May 16th, 2013 • PTC Therapeutics, Inc. • Pharmaceutical preparations • England
Exhibit 10.12 Table of Contents TABLE OF CONTENTS OF LEASE BETWEEN 46.24 ASSOCIATES L.P., AS LANDLORD, AND PTC THERAPEUTICS, INC., AS TENANT, FOR PREMISES LOCATED IN 100 CORPORATE COURT, MIDDLESEX BUSINESS CENTER, SOUTH PLAINFIELD, NEW JERSEYAnd Attornment Agreement • March 31st, 2006 • PTC Therapeutics, Inc. • New Jersey
PTC Therapeutics, Inc. Nonstatutory Stock Option Agreement Granted Under 2013 Stock Incentive PlanNonstatutory Stock Option Agreement • May 16th, 2013 • PTC Therapeutics, Inc. • Pharmaceutical preparations
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDED AND RESTATED...Royalty Purchase Agreement • February 29th, 2024 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED ROYALTY PURCHASE AGREEMENT, dated as of October 18, 2023 (this “Agreement”), is made and entered into by and among PTC Therapeutics, Inc., a Delaware corporation (the “Seller”), Royalty Pharma Investments 2019 ICAV, an Irish collective asset-management vehicle (the “Buyer”), and, solely for the purposes of Section 5.15 hereof, Royalty Pharma plc, a limited company organized under the laws of England and Wales.
PTC THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of March 7, 2013Rights Agreement • May 16th, 2013 • PTC Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, is entered into as of March 7, 2013 (this “Agreement”), among PTC THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A and Schedule B hereto (each of which is referred to in this Agreement as an “Investor”).
AMENDMENT NO.2 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 30th, 2019 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of this 7th day of August, 2019, by and among PTC Therapeutics, INC., a Delaware corporation (“Borrower”), MIDCAP FINANCIAL TRUST, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
LOAN AND SECURITY AGREEMENTLoan Modification Agreement • May 16th, 2013 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 21, 2009 (the “Effective Date”) among OXFORD FINANCE CORPORATION, a Delaware corporation with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (“Collateral Agent”), the Lenders listed on Schedule 1.1 hereof and otherwise party hereto from time to time (each a “Lender” and collectively, the “Lenders”), and PTC 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:
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. License and Collaboration AgreementLicense and Collaboration Agreement • May 16th, 2013 • PTC Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, PTC has discovered proprietary compounds that are potentially useful for the treatment of spinal muscular atrophy and possesses proprietary technology and intellectual property rights relating thereto; and
ASSET PURCHASE AGREEMENT by and between PTC Therapeutics, Inc. as Buyer and BioElectron Technology Corporation, as Seller Dated as of October 1, 2019 THIS DOCUMENT IS NOT INTENDED TO CREATE NOR WILL IT BE DEEMED TO CREATE A LEGALLY BINDING OR...Asset Purchase Agreement • October 30th, 2019 • PTC Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019, by and between PTC Therapeutics, Inc., a Delaware corporation (“Buyer”), and BioElectron Technology Corporation, a Delaware corporation (“Seller”). Buyer and Seller may be referred to herein, together, as the “Parties” and, individually, as a “Party.”
LEASE AGREEMENT BRISTOL-MYERS SQUIBB COMPANY (LANDLORD) TO PTC THERAPEUTICS, INC. (TENANT) Effective Date: August 3, 2019Lease Agreement • October 30th, 2019 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. SPONSORED RESEARCH...Sponsored Research Agreement • April 27th, 2023 • PTC Therapeutics, Inc. • Pharmaceutical preparations • New York
This third amendment (“Third Amendment”) to the Sponsored Research Agreement is effective as of the 1st day of January, 2011 (the “Third Amendment Effective Date”), by and between Spinal Muscular Atrophy Foundation (the “Foundation”) and PTC Therapeutics, Inc. (the “Company”), with reference to the following facts and circumstances.
Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 2nd, 2020 • PTC Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment (“First Amendment”) to the Lease Agreement ( “Lease”) is made on this 7th day of October 2019 by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation, having an office at 3551 Lawrenceville Princeton Road, Princeton, New Jersey 08540 (“Landlord”), and PTC THERAPEUTICS, INC., a Delaware Corporation, having an office at 100 Corporate Court, South Plainfield, NJ 07080-2449 (“Tenant”).
Collaborative Research Agreement Amendment No. 10PTC Therapeutics, Inc. • February 22nd, 2022 • Pharmaceutical preparations
This Amendment No. 10 is made and entered into as of the last date of signature (the “Amendment 10 Effective Date") to that certain Collaborative Research Agreement dated September 30, 2015 (as amended, the “Agreement”) by and between National Taiwan University at No. 1, Sec. 4, Roosevelt Road, Taipei, 10617 Taiwan (R.O.C) (hereinafter “NTU”) and PTC Therapeutics GT, Inc. (formerly Agilis Biotherapeutics), a Delaware corporation duly organized under law and having an address at 6 Kimball Lane, Suite 320, Lynnfield, Massachusetts, 01940 USA (hereinafter “COMPANY”). Capitalized terms herein shall have the meaning ascribed to them in the Agreement. To the extent of any conflict with the prior amendments to the Agreement, this Amendment 10 supersedes the prior amendments.
AGREEMENT AND PLAN OF MERGER by and among PTC THERAPEUTICS, INC.; HYDRO MERGER SUB, INC.; CENSA PHARMACEUTICALS INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, SOLELY IN ITS CAPACITY AS THE SECURITYHOLDERS’ REPRESENTATIVE Dated as of May 5, 2020Agreement and Plan of Merger • May 6th, 2020 • PTC Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made on May 5, 2020 (the “Execution Date”), by and among: PTC THERAPEUTICS, INC., a Delaware corporation (“Parent”); HYDRO MERGER SUB, INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”); CENSA PHARMACEUTICALS INC., a Delaware corporation (the “Company”); and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Representative. Certain capitalized terms used in this Agreement are defined in EXHIBIT A.
