Arena Pharmaceuticals Inc Sample Contracts

Arena Pharmaceuticals Inc – ARENA PHARMACEUTICALS, INC. AMENDED AND RESTATED SEVERANCE BENEFIT PLAN (May 9th, 2019)
Arena Pharmaceuticals Inc – ARENA PHARMACEUTICALS, INC. Amended and restated SEVERANCE AGREEMENT (May 9th, 2019)

This Amended and Restated Severance Agreement (this “Severance Agreement”) is made and entered into by and between Amit D. Munshi (“Executive”) and Arena Pharmaceuticals, Inc. (the “Company”), and is effective as of January 4, 2019 (the “Effective Date”). As of the Effective Date this Severance Agreement amends, restates and supersedes in its entirety the Severance Agreement between Executive and the Company dated May 6, 2016.

Arena Pharmaceuticals Inc – -- Annual Incentive Plan -- (February 28th, 2019)

▪ The Compensation Committee assigns corporate goals and, at the discretion of the Compensation Committee, individual goals. The corporate and/or individual goals are individually weighted and may include subparts. The categories of goals are set forth in Annex I.

Arena Pharmaceuticals Inc – Arena Pharmaceuticals, Inc., 2017 Long-Term Incentive Plan (February 28th, 2019)

THIS GRANT AGREEMENT (this “Agreement”), effective as of ________________ (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”) and evidences the terms of the Company’s grant to the Participant of a performance restricted stock unit (“PRSU”) award on the terms and conditions set forth herein (the “Award”).

Arena Pharmaceuticals Inc – ARENA PHARMACEUTICALS, INC. Amended and restated SEVERANCE AGREEMENT (February 28th, 2019)

This Amended and Restated Severance Agreement (this “Severance Agreement”) is made and entered into by and between Amit D. Munshi (“Executive”) and Arena Pharmaceuticals, Inc. (the “Company”), and is effective as of January 4, 2019 (the “Effective Date”). As of the Effective Date this Severance Agreement amends, restates and supersedes in its entirety the Severance Agreement between Executive and the Company dated May 6, 2016.

Arena Pharmaceuticals Inc – ARENA PHARMACEUTICALS, INC. AMENDED AND RESTATED SEVERANCE BENEFIT PLAN (February 28th, 2019)
Arena Pharmaceuticals Inc – EXCLUSIVE LICENSE AGREEMENT by and between Arena Pharmaceuticals, Inc. (“Arena”) United Therapeutics Corporation (“UT”) DATED AS OF NOVEMBER 15, 2018 (January 25th, 2019)

THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made as of November 15, 2018, by and between Arena Pharmaceuticals, Inc., a Delaware corporation (“Arena”), and United Therapeutics Corporation, a Delaware corporation (“UT,” and with Arena, each a “Party” and, together, the “Parties”).

Arena Pharmaceuticals Inc – Arena Pharmaceuticals, Inc., 2017 Long-Term Incentive Plan (August 7th, 2018)

THIS GRANT AGREEMENT (this “Agreement”), effective as of ________________ (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”).

Arena Pharmaceuticals Inc – 8,500,000 Shares ARENA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT (March 22nd, 2018)

Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you (the “Representatives”), as Representatives of the underwriters named on Schedule I to this Agreement (the “Underwriters”), an aggregate of 8,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,275,000 shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.”

Arena Pharmaceuticals Inc – AMENDMENT NO. 1 TO SUPPLY AGREEMENT (March 14th, 2018)

This Amendment No. 1 (this “Amendment”) is entered into March 9, 2018, and shall become effective as provided below, by and among Arena Pharmaceuticals GmbH, a company organized under the laws of Switzerland, having a principal place of business at Untere Brühlstrasse 4, 4800, Zofingen, Switzerland (“Arena”), Eisai Inc., a company organized under the laws of Delaware, having a principal place of business at 100 Tice Blvd., Woodcliff Lake, New Jersey 07677 (“ESI”), and Eisai Co., Ltd., a company organized under the laws of Japan, having a principal place of business at 4-6-10 Koishikawa Bunkyo-ku, Tokyo, Japan, 112-88 (“ECL”). “Eisai” shall mean (a) ESI, with respect to all rights and obligations of Eisai under the Agreement (as defined below) with respect to North America, South America, Central America and the Caribbean and (b) ECL, with respect to all rights and obligations of Eisai under the Agreement with respect to the world other than North America, South America, Central America

Arena Pharmaceuticals Inc – AMENDMENT NO. 1 TO TRANSACTION AGREEMENT (March 14th, 2018)

This Amendment No. 1 (this “Amendment”) is entered into as of March 9, 2018, and shall become effective as provided below, by and among 356 Royalty Inc., a company organized under the laws of Delaware having a principal place of business at 6154 Nancy Ridge Drive, San Diego, CA 92121 (“Arena”), Eisai Inc., a company organized under the laws of Delaware, having a principal place of business at 100 Tice Blvd., Woodcliff Lake, New Jersey 07677 (“ESI”), and Eisai Co., Ltd., a company organized under the laws of Japan, having a principal place of business at 4-6-10 Koishikawa Bunkyo-ku, Tokyo, Japan, 112-88 (“ECL”). “Eisai” shall mean (a) ESI, with respect to all rights and obligations of Eisai under the Agreement (as defined below) with respect to the ESI Territory (as defined in the Agreement) and (b) ECL, with respect to all rights and obligations of Eisai under the Agreement with respect to the ECL Territory (as defined in the Agreement). Each of Arena and Eisai may be referred to in th

Arena Pharmaceuticals Inc – 6,250,000 Shares ARENA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT (July 13th, 2017)

Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you (the “Representatives”), as Representatives of the underwriters named on Schedule I to this Agreement (the “Underwriters”), an aggregate of 6,250,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 937,500 shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.”

Arena Pharmaceuticals Inc – Contract (July 10th, 2017)

Forward-Looking Statements This presentation includes forward-looking statements that involve a number of risks and uncertainties, including statements about our investigative stage drug candidate, ralinepag, including its potential to become best-in-class, profile and phase 3 and development planning; our pipeline of drug candidates; expected data readouts and initiation of new clinical trials; our focus, goals, strategy, plans, timelines and guidance; and other statements that are not historical facts, including statements that may include words such as “may,” “will,” “intend,” “plan,” “expect,” “potential” or other similar words. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from expectations, and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the time they were made. Factors that could cause actual results to differ materi

Arena Pharmaceuticals Inc – CERTIFICATE OF AMENDMENT NO. 4 OF THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARENA PHARMACEUTICALS, INC. (June 15th, 2017)

Arena Pharmaceuticals, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies that:

Arena Pharmaceuticals Inc – AMENDMENT NO. 3 TO ARENA PHARMACEUTICALS, INC. AMENDED AND RESTATED SEVERANCE BENEFIT PLAN (May 9th, 2017)

The Arena Pharmaceuticals, Inc., Amended and Restated Severance Benefit Plan, dated May 9, 2016, as amended (the “Plan”), is hereby further amended as of March 20, 2017, by this Amendment No. 3 as follows:

Arena Pharmaceuticals Inc – ARENA PHARMACEUTICALS, INC. 2013 LONG-TERM INCENTIVE PLAN (May 9th, 2017)

Arena Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, hereby establishes and adopts the following 2013 Long-Term Incentive Plan (the “Plan”), as amended May 6, 2016, June 13, 2016, August 10, 2016 and March 20, 2017.

Arena Pharmaceuticals Inc – SUPPLY AGREEMENT (May 5th, 2017)

This Supply Agreement (the “Agreement”) is entered into as of December 28, 2016 (the “Effective Date”) by and among Arena Pharmaceuticals GmbH, a company organized under the laws of Switzerland, having a principal place of business at Untere Brühlstrasse 4, 4800, Zofingen, Switzerland (“Arena”), Eisai Inc., a company organized under the laws of Delaware, having a principal place of business at 100 Tice Blvd., Woodcliff Lake, New Jersey 07677 (“ESI”), and Eisai Co., Ltd., a company organized under the laws of Japan, having a principal place of business at 4-6-10 Koishikawa Bunkyo-ku, Tokyo, Japan, 112-88 (“ECL”). “Eisai” shall mean (a) ESI, with respect to all rights and obligations of Eisai under this Agreement with respect to North America, South America, Central America and the Caribbean and (b) ECL, with respect to all rights and obligations of Eisai under this Agreement with respect to the world other than North America, South America, Central America and the Caribbean. Each of Are

Arena Pharmaceuticals Inc – 60,000,000 Shares ARENA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT (April 18th, 2017)

Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you (the “Representatives”), as Representatives of the underwriters named on Schedule I to this Agreement (the “Underwriters”), an aggregate of 60,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 9,000,000 shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.”

Arena Pharmaceuticals Inc – TRANSACTION AGREEMENT (March 15th, 2017)

This Transaction Agreement (this “Agreement”) is entered into as of December 28, 2016 (the “Effective Date”) by and among 356 Royalty Inc., a company organized under the laws of Delaware having a principal place of business at 6154 Nancy Ridge Drive, San Diego, CA 92121 (“Arena”), Eisai Inc., a company organized under the laws of Delaware having a principal place of business at 100 Tice Blvd., Woodcliff Lake, New Jersey 07677 (“ESI”), and Eisai Co., Ltd., a company organized under the laws of Japan having a principal place of business at 4-6-10 Koishikawa Bunkyo-ku, Tokyo, Japan, 112-88 (“ECL”). “Eisai” shall mean (a) ESI, with respect to all rights and obligations of Eisai under this Agreement with respect to the ESI Territory (as defined below) and (b) ECL, with respect to all rights and obligations of Eisai under this Agreement with respect to the ECL Territory (as defined below). Each of Arena and Eisai may be referred to in this Agreement individually as a “Party” and collectively

Arena Pharmaceuticals Inc – SUPPLY AGREEMENT (March 15th, 2017)

This Supply Agreement (the “Agreement”) is entered into as of December 28, 2016 (the “Effective Date”) by and among Arena Pharmaceuticals GmbH, a company organized under the laws of Switzerland, having a principal place of business at Untere Brühlstrasse 4, 4800, Zofingen, Switzerland (“Arena”), Eisai Inc., a company organized under the laws of Delaware, having a principal place of business at 100 Tice Blvd., Woodcliff Lake, New Jersey 07677 (“ESI”), and Eisai Co., Ltd., a company organized under the laws of Japan, having a principal place of business at 4-6-10 Koishikawa Bunkyo-ku, Tokyo, Japan, 112-88 (“ECL”). “Eisai” shall mean (a) ESI, with respect to all rights and obligations of Eisai under this Agreement with respect to North America, South America, Central America and the Caribbean and (b) ECL, with respect to all rights and obligations of Eisai under this Agreement with respect to the world other than North America, South America, Central America and the Caribbean. Each of Are

Arena Pharmaceuticals Inc – ARENA PHARMACEUTICALS, INC. $50,000,000 Shares Common Stock ($0.0001 par value) Equity Distribution Agreement (January 4th, 2017)

Arena Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:

Arena Pharmaceuticals Inc – SERVICES AGREEMENT (November 9th, 2016)

THIS SERVICES AGREEMENT (the “Agreement”) is entered into as of July 15, 2016 (“Effective Date”) by and between Arena Pharmaceuticals, Inc., a Delaware corporation (“Arena”), and William R. Shanahan, Jr., M.D. (“Consultant”).

Arena Pharmaceuticals Inc – SERVICES AGREEMENT (November 9th, 2016)

THIS SERVICES AGREEMENT (the “Agreement”) is entered into as of September 1, 2016 (the “Effective Date”), by and between ARENA PHARMACEUTICALS, INC., a Delaware corporation (“Arena”), and Dominic P. Behan, PhD, DSc (“Consultant”).

Arena Pharmaceuticals Inc – AMENDMENT NO. 2 TO ARENA PHARMACEUTICALS, INC. AMENDED AND RESTATED SEVERANCE BENEFIT PLAN (November 9th, 2016)

The Arena Pharmaceuticals, Inc., Amended and Restated Severance Benefit Plan, dated May 9, 2016, as amended (the “Plan”), is hereby further amended as of August 15, 2016, by this Amendment No. 2 as follows:

Arena Pharmaceuticals Inc – ARENA PHARMACEUTICALS, INC. 2013 LONG-TERM INCENTIVE PLAN (November 9th, 2016)

Arena Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, hereby establishes and adopts the following 2013 Long-Term Incentive Plan (the “Plan”), as amended May 6, 2016, June 13, 2016, and August 10, 2016.

Arena Pharmaceuticals Inc – -- Annual Incentive Plan -- (August 9th, 2016)

§ The Compensation Committee assigns corporate goals and, in the discretion of the Compensation Committee, individual goals. The goals are individually weighted and may include subparts. The categories of corporate goals for 2016 are set forth in Annex I.

Arena Pharmaceuticals Inc – Arena Pharmaceuticals, Inc., 2013 Long-Term Incentive Plan Stock Option Grant Agreement for Non-Employee Directors (August 9th, 2016)

THIS GRANT AGREEMENT (this “Agreement”), effective as of _________________ (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________ (the “Participant”).

Arena Pharmaceuticals Inc – AMENDMENT NO. 1 TO ARENA PHARMACEUTICALS, INC. AMENDED AND RESTATED SEVERANCE BENEFIT PLAN (June 16th, 2016)

The Arena Pharmaceuticals, Inc., Amended and Restated Severance Benefit Plan, dated May 9, 2016 (the “Plan ”), is hereby further amended as of June 15, 2016, by this Amendment No. 1 as follows:

Arena Pharmaceuticals Inc – WARRANT AGREEMENT (June 14th, 2016)

PREFERRED STOCK WARRANT AGREEMENT (the “Agreement”), dated as of between ARENA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

Arena Pharmaceuticals Inc – WARRANT AGREEMENT (June 14th, 2016)

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between ARENA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

Arena Pharmaceuticals Inc – INDENTURE Dated as of [•], 201__ Debt Securities (June 14th, 2016)

INDENTURE, dated as of [•], 20__, among Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and[TRUSTEE], as trustee (the “Trustee”):

Arena Pharmaceuticals Inc – WARRANT AGREEMENT (June 14th, 2016)

DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between ARENA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

Arena Pharmaceuticals Inc – SEVERANCE AGREEMENT (May 9th, 2016)

This Severance Agreement (this “Severance Agreement”), is made and entered into as of May 6, 2016, by and between Amit D. Munshi (“Executive”) and Arena Pharmaceuticals, Inc. (the “Company”).

Arena Pharmaceuticals Inc – ARENA PHARMACEUTICALS, INC. (May 9th, 2016)
Arena Pharmaceuticals Inc – 2013 LONG-TERM INCENTIVE PLAN (May 9th, 2016)

Arena Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, hereby establishes and adopts the following 2013 Long-Term Incentive Plan (the “Plan”), as amended May 6, 2016. 1. PURPOSE OF THE PLAN