Halozyme Therapeutics Inc Sample Contracts

Halozyme Therapeutics, Inc. – THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (August 6th, 2019)

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 14, 2019, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement or otherwise a party thereto from time to time including, without limitation, Oxford in its capacity as a Lender, and SILICON VALLEY BANK (in such capacity, each a “Lender” and collectively, “Lenders”), and HALOZYME THERAPEUTICS, INC., a Delaware corporation (“Parent”), and HALOZYME, INC., a California corporation (“Halozyme” and together with Parent, individually and collectively, jointly and severally, “Borrower”).

Halozyme Therapeutics Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HALOZYME THERAPEUTICS, INC. (May 3rd, 2019)

SECOND: The address of its registered office in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle. The name of the registered agent at that address is The Corporation Trust Company.

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. SEVERANCE POLICY (December 13th, 2018)

Under the Severance Policy of Halozyme Therapeutics, Inc. (the “Company”), the particular amount of cash severance for an employee terminated by the Company without cause will generally be dictated by the employee’s position in the organization as well their completed years of service with the Company. The Severance Policy is applicable to members of senior management in the following respects: (i) the cash severance for the Chief Executive Officer (the “CEO”) will be equal to 18 months of the CEO’s then-current annual base salary and a bonus paid at target and pro-rated based upon the length of employment during the year of separation; (ii) the cash severance for certain other senior officers as designated by the Compensation Committee of the Board of Directors (the “Compensation Committee”) will be equal to the senior officer’s then-current annual base salary and a bonus paid at target and pro-rated based upon the length of employment during the year of separation; and (iii) the cash

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. SEVERANCE POLICY (November 6th, 2018)

Under the Severance Policy of Halozyme Therapeutics, Inc. (the “Company”), the particular amount of cash severance for an employee terminated by the Company without cause will generally be dictated by the employee’s position in the organization as well their completed years of service with the Company. The Severance Policy is applicable to members of senior management in the following respects: (i) the cash severance for the Chief Executive Officer (the “CEO”) will be equal to the CEO’s then-current annual base salary; (ii) the cash severance for certain other senior officers as designated by the Compensation Committee of the Board of Directors (the “Compensation Committee”) will be equal to one half of the then-current annual base salary for such officers; and (iii) the cash severance for certain other officers as designated by the Compensation Committee will initially be equal to sixteen weeks of the then-current annual base salary for such employee, provided that the employee will r

Halozyme Therapeutics Inc – SECOND AMENDMENT TO LEASE (May 10th, 2018)

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 23rd day of March, 2018, by and between BMR-SORRENTO PLAZA LP, a Delaware limited partnership (“Landlord,” formerly known as BMR-Sorrento Plaza LLC), and HALOZYME, INC., a California corporation (“Tenant”).

Halozyme Therapeutics Inc – SECOND AMENDMENT TO AMENDED AND RESTATED LEASE (May 10th, 2018)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE (this “Amendment”) is entered into as of this 23rd day of March, 2018, by and between BMR-11388 SORRENTO VALLEY ROAD LP, a Delaware limited partnership (“Landlord,” formerly known as BMR-11388 Sorrento Valley Road LLC), and HALOZYME, INC., a California corporation (“Tenant”).

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. SUPPLEMENT TO PROXY STATEMENT DATED MARCH 22, 2018 for the Annual Meeting of Stockholders To Be Held on May 2, 2018 (April 6th, 2018)

Halozyme Therapeutics, Inc. (the “Company”) is furnishing this supplement to its proxy statement in connection with the Company’s Annual Meeting of Stockholders to be held on May 2, 2018, to provide additional information concerning Proposal 4 of the Company’s definitive proxy statement dated March 22, 2018, filed with the Securities and Exchange Commission, as previously supplemented (the “Proxy Statement”).

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. 2011 STOCK PLAN (April 6th, 2018)
Halozyme Therapeutics Inc – CONSENT, RELEASE, AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (February 20th, 2018)

This CONSENT, RELEASE, AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 21, 2017, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement or otherwise a party thereto from time to time including, without limitation, Oxford in its capacity as a Lender, and SILICON VALLEY BANK (in such capacity, each a “Lender” and collectively, “Lenders”), and HALOZYME THERAPEUTICS, INC., a Delaware corporation (“Parent”), and HALOZYME, INC., a California corporation (“Halozyme” and together with Parent, individually and collectively, jointly and severally, “Borrower”).

Halozyme Therapeutics Inc – -- Strong ENHANZE® Momentum Following Landmark Collaboration Agreement with Bristol-Myers Squibb -- -- Royalty Revenue Increased 31 Percent from Prior-Year Period to $17.1 million on Growing Sales of Herceptin SC, MabThera SC in Q2 -- -- Revenue Guidance Raised, Expense Guidance Lowered, Resulting in Higher Year- End Cash Guidance of $400 million to $415 million -- (November 7th, 2017)

SAN DIEGO, November 7, 2017 - Halozyme Therapeutics, Inc. (NASDAQ: HALO), a biotechnology company developing novel oncology and drug-delivery therapies, today reported financial results and recent highlights for the third quarter ended September 30.

Halozyme Therapeutics Inc – TRANSITION SERVICES AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (September 29th, 2017)

This Transition Services Agreement and General Release of All Claims (“Agreement”) is made by and between Halozyme, Inc. (“Halozyme”) and Mark J. Gergen (“Employee”) with respect to the following facts:

Halozyme Therapeutics Inc – FIRST AMENDMENT TO LEASE (July 5th, 2017)

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 30th day of June, 2017 (the “First Amendment Execution Date”), by and between BMR-SORRENTO PLAZA LP, a Delaware limited partnership (“Landlord,” formerly known as BMR-Sorrento Plaza LLC), and HALOZYME, INC., a California corporation (“Tenant”).

Halozyme Therapeutics Inc – SECOND MODIFICATION TO LEASE DATED OCTOBER 24, 2012 BY AND BETWEEN CAL- SORRENTO, LTD., A CALIFORNIA LIMITED PARTNERSHIP AS LESSOR AND HALOZYME THERAPEUTICS, INC., A DELAWARE CORPORATION AND HALOZYME, INC., A CALIFORNIA CORPORATION AS LESSEE (July 5th, 2017)
Halozyme Therapeutics Inc – FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (July 5th, 2017)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (this “Amendment”) is entered into as of this 30th day of June, 2017 (the “First Amendment Execution Date”), by and between BMR-11388 SORRENTO VALLEY ROAD LP, a Delaware limited partnership (“Landlord,” formerly known as BMR-11388 Sorrento Valley Road LLC), and HALOZYME, INC., a California corporation (“Tenant”).

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. 10,000,000 Shares of Common Stock, par value $0.001 per share Underwriting Agreement (May 19th, 2017)

Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,500,000 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”.

Halozyme Therapeutics Inc – TRANSITION SERVICES AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (May 9th, 2017)

This Transition Services Agreement and General Release of All Claims (“Agreement”) is made by and between Halozyme, Inc. (“Halozyme”) and Athena M. Countouriotis (“Employee”) with respect to the following facts:

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES (February 28th, 2017)

INDENTURE, dated as of [—], 20[—], among HALOZYME THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES (February 28th, 2017)

INDENTURE, dated as of [—], 20[—], among HALOZYME THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. RESTRICTED STOCK UNITS AGREEMENT UNDER THE HALOZYME THERAPEUTICS, INC. 2011 STOCK PLAN (February 28th, 2017)
Halozyme Therapeutics Inc – CONSENT, RELEASE, AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (February 28th, 2017)

This CONSENT, RELEASE, AND FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of December 21, 2016, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement or otherwise a party thereto from time to time including, without limitation, Oxford in its capacity as a Lender, and SILICON VALLEY BANK (in such capacity, each a “Lender” and collectively, the “Lenders”), and HALOZYME THERAPEUTICS, INC., a Delaware corporation (“Parent”), and HALOZYME, INC., a California corporation (“Halozyme” and together with Parent, individually and collectively, jointly and severally, “Borrower”).

Halozyme Therapeutics Inc – Two-Pillar Strategy for Growth Oncology Pipeline ENHANZE™ Platform 6 Global Licensing & Collaboration Agreements 3 launched products generating growing revenues from single- digit royalties 1 program with FDA June action date; 2 programs in active clinical development $700M in potential cumulative milestone payments1 PEGPH202: phase 3 asset with HA- High population of ~75,0003 in solid tumors studied Phase 2 Study 202 topline data readout Emerging applications for PEGPH20 in immuno-oncology 2 novel preclinical assets focused on the tumor microenvironment 2 1 Assumes all developmental and comme (January 10th, 2017)
Halozyme Therapeutics Inc – BYLAWS OF HALOZYME THERAPEUTICS, INC. ARTICLE I STOCKHOLDERS (December 19th, 2016)

Upon a request in writing sent by registered mail to the Secretary of the corporation by any stockholder or stockholders entitled to request a special meeting of stockholders pursuant to this Section 1.3, which request contains the information required pursuant to Sections 1.10 and 2.15, as applicable, and upon a determination by the Secretary of the validity of such request, it shall be the duty of the Secretary to present the request to the Board of Directors, whereupon the Board of Directors (a) shall determine a place and time for such meeting, which time shall be not less than 100 nor more than 120 days after the receipt of such request, and (b) shall fix, in accordance with Section 4.5, a record date for the determination of stockholders entitled to vote at such meeting. Upon Board action as provided in this Section 1.3, the Secretary of the corporation shall cause notice to be given to the stockholders, in accordance with Section 1.4 hereof, that a meeting will be held for the p

Halozyme Therapeutics Inc – LOAN AND SECURITY AGREEMENT (August 9th, 2016)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 7, 2016 (the “Effective Date”), among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and HALOZYME THERAPEUTICS, INC. a Delaware corporation (“Parent”) and HALOZYME, INC., a California corporation (“Halozyme”; Halozyme and Parent are individually and collectively, jointly and severally, “Borrower”), both with offices located at 11388 Sorrento Valley Road, San Diego, C

Halozyme Therapeutics Inc – HALOZYME ANNOUNCES AGREEMENT TO REFINANCE DEBT, INCREASES 2016 GUIDANCE FOR YEAR-END CASH BALANCE (June 8th, 2016)

SAN DIEGO, June 8, 2016 - Halozyme Therapeutics, Inc. (NASDAQ: HALO), a biotechnology company developing novel oncology and drug-delivery therapies, today announced that it has entered into an agreement with Oxford Finance LLC and Silicon Valley Bank to refinance its existing senior secured loan facility.

Halozyme Therapeutics Inc – CERTIFICATE OF ELIMINATION OF THE SERIES A PREFERRED STOCK OF HALOZYME THERAPEUTICS, INC. (May 6th, 2016)

Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), Halozyme Therapeutics, Inc. (the “Corporation”), hereby certifies as follows:

Halozyme Therapeutics Inc – CONSENT, RELEASE AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (February 29th, 2016)

THIS CONSENT, RELEASE AND THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of December 28, 2015, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, the “Collateral Agent”) and a lender (in such capacity, a “Lender”) and SILICON VALLEY BANK as lender (in such capacity, a “Lender” and collectively with Oxford, the “Lenders”), and HALOZYME THERAPEUTICS, INC., a Delaware corporation (“Parent”), and HALOZYME, INC., a California corporation (“Halozyme” and together with Parent, individually and collectively, jointly and severally, “Borrower”).

Halozyme Therapeutics Inc – CREDIT AGREEMENT (February 29th, 2016)

Halozyme Royalty LLC, a Delaware limited liability company, as Borrower, BioPharma Credit Investments IV Sub, LP, a Cayman Islands exempted limited partnership, as Collateral Agent, Halozyme, Inc., a California corporation and the lenders party hereto from time to time, agree as follows (with certain terms used herein being defined in Article I):

Halozyme Therapeutics Inc – 34th Annual J.P. Morgan Healthcare Conference Platforms for Growth: Building a Premier Oncology Biotech Dr. Helen Torley President & CEO January 12, 2016 Forward-Looking Statements All of the statements in this presentation that are not statements of historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of such statements include future product development and regulatory events and goals, anticipated clinical trial results and strategies, product collaborations, our business intentions and financial estimates (January 13th, 2016)
Halozyme Therapeutics Inc – HALOZYME ENTERS INTO AGREEMENT FOR $150 MILLION NON-DILUTIVE ROYALTY-BACKED DEBT FINANCING (January 4th, 2016)

SAN DIEGO, January 4, 2016 — Halozyme Therapeutics, Inc. (NASDAQ: HALO) today announced that it has entered into a $150 million credit agreement, secured by future royalties of ENHANZE products, received only from Halozyme’s collaborations with Roche and Baxalta.

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. STOCK OPTION AGREEMENT (November 9th, 2015)

Halozyme Therapeutics, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Halozyme Therapeutics, Inc. 2011 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Option subject to all of the terms and conditi

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. RESTRICTED STOCK AWARD AGREEMENT UNDER THE HALOZYME THERAPEUTICS, INC. 2011 STOCK PLAN (November 9th, 2015)
Halozyme Therapeutics Inc – AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (November 9th, 2015)

This Amended and Restated Change in Control Agreement (this “Agreement”) is dated [DATE], and is by and between HALOZYME THERAPEUTICS, INC., a Delaware corporation (the “Company,” “us,” “we” or “our”), and [EXECUTIVE NAME] (“you” or “your”).

Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. RESTRICTED STOCK UNITS AGREEMENT UNDER THE HALOZYME THERAPEUTICS, INC. 2011 STOCK PLAN (November 9th, 2015)
Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. RESTRICTED STOCK AWARD AGREEMENT UNDER THE HALOZYME THERAPEUTICS, INC. 2011 STOCK PLAN (August 10th, 2015)
Halozyme Therapeutics Inc – HALOZYME THERAPEUTICS, INC. 2011 STOCK PLAN (August 10th, 2015)

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.