JAZZ PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • June 11th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between JAZZ 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”).
· Shares JAZZ PHARMACEUTICALS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2007 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
JAZZ PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • June 11th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between JAZZ 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”).
JAZZ PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2010 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
Jazz Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell the number of shares (the “Stock”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to Barclays Capital Inc. (the “Underwriter”) set forth in Schedule 1. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriter.
JAZZ PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • June 11th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between JAZZ 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”).
3,848,289 Units JAZZ PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 16th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2007 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2008, is by and between JAZZ PHARMACEUTICALS, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).
65,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT AMONG JAZZ PHARMACEUTICALS, INC. AND JPI COMMERCIAL, LLC, AS THE BORROWERS, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, AND SILICON VALLEY BANK, AS ADMINISTRATIVE AGENT, ISSUING...Credit Agreement • July 1st, 2010 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • California
CREDIT AGREEMENT (this “Agreement”), dated as of June 28, 2010, among JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“JPI” or the “Administrative Borrower”), JPI COMMERCIAL, LLC, a Delaware limited liability company (“JPIC” and, together with the Administrative Borrower, each a “Borrower” and, collectively, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent, issuing lender and swingline lender (in such capacity, the “Administrative Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 16th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
AGREEMENT AND PLAN OF MERGER dated as of May 27, 2016, among JAZZ PHARMACEUTICALS PLC, PLEX MERGER SUB, INC. and CELATOR PHARMACEUTICALS, INC.Agreement and Plan of Merger • May 31st, 2016 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER dated as of May 27, 2016 (this “Agreement”), among JAZZ PHARMACEUTICALS PLC, an Irish public limited company (“Parent”), PLEX MERGER SUB, INC., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Parent, and Celator Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENT BY AND BETWEEN JAZZ PHARMACEUTICALS, INC. AND SAMUEL R. SAKSEmployment Agreement • March 9th, 2007 • Jazz Pharmaceuticals Inc • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on February 18, 2004, by and between JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and SAMUEL R. SAKS (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
FORM OF VOTING AGREEMENTVoting Agreement • September 19th, 2011 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of September 19, 2011, by and among AZUR PHARMA LIMITED, a private limited company incorporated in Ireland (“Azur”), JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and (“Stockholder”).
JAZZ INVESTMENTS I LIMITED, as Issuer JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY, as Guarantor AND U.S. BANK NATIONAL ASSOCIATION, as Trustee Indenture Dated as of June 11, 2020 2.000% Exchangeable Senior Notes due 2026Indenture • June 11th, 2020 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of June 11, 2020 by and among Jazz Investments I Limited, a Bermuda exempted company limited by shares, as Issuer (as more fully set forth in Section 1.01, the “Issuer”), Jazz Pharmaceuticals Public Limited Company, a public limited company formed under the laws of Ireland, as Guarantor (as more fully set forth in Section 1.01, the “Guarantor”), and U.S. Bank National Association, a national banking association, as Trustee (as more fully set forth in Section 1.01, the “Trustee”).
AMENDMENT No. 3, dated as of April 20, 2021 (this “Amendment”), to the Credit Agreement, dated as of June 18, 2015, by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz...Credit Agreement • April 20th, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Credit Agreement, dated June 18, 2015 (as amended by Amendment No. 1, dated July 12, 2016, as amended by Amendment No. 2, dated June 7, 2018, as amended by Amendment No. 3, dated April 20, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz Securities Designated Activity Company (f/k/a Jazz Securities Limited), a Section 110 designated activity company incorporated under the laws of Ireland (the “Lead Borrower”), Jazz Pharmaceuticals, Inc., a Delaware corporation (the “U.S. Borrower”), Jazz Financing I Designated Activity Company (f/k/a Jazz Financing I Limited), a designated activity company incorporated under the laws of Ireland (“Jazz Financing I”), Jazz Pharmaceuticals Ireland Limited, a company incorporated under the laws of Ireland (“Jazz Ireland”), the Lender
COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and JAZZ PHARMACEUTICALS, INC. dated as of May 7, 2008Common Stock Purchase Agreement • May 9th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 7th day of May, 2008, by and between Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”), and Jazz Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
CREDIT AGREEMENT dated as of May 5, 2021 among JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY, as Parent and an Irish Borrower, JAZZ SECURITIES DESIGNATED ACTIVITY COMPANY, as an Irish Borrower,Credit Agreement • May 5th, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
WHEREAS, Jazz UK (an indirect subsidiary of Parent) (and/or, at Jazz UK’s election, Parent and/or the DR Nominee (as defined in the Transaction Agreement)) will acquire the entire issued and to be issued share capital of GW Pharmaceuticals plc, a public limited company incorporated in England and Wales (“GW Pharma”) by means of a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Acquisition”) pursuant to a Transaction Agreement, dated as of February 3, 2021 (the “Transaction Agreement”), by and among Parent, Jazz UK and GW Pharma; and
JAZZ PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 9th, 2007 • Jazz Pharmaceuticals Inc • California
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 30, 2003 by and between Jazz Pharmaceuticals, Inc., a California corporation (the “Company”), and Matthew K. Fust (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 9th, 2007 • Jazz Pharmaceuticals Inc • California
THIS STOCK PURCHASE AGREEMENT is entered into as of September 24, 2004, by JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ALAN SEBULSKY (the “Purchaser”).
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 5th, 2022 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of October 18, 2022 (the “Execution Date”), by and between ZYMEWORKS BC INC., a corporation organized and existing under the laws of British Columbia (“Zymeworks”), having a place of business at 114 East 4th Avenue, Suite 800, Vancouver, BC, Canada V5T 1G4, and JAZZ PHARMACEUTICALS IRELAND LIMITED, a corporation organized and existing under the laws of Ireland (“Jazz”), having a place of business at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland. Zymeworks and Jazz are referred to in this Agreement, individually, as a “Party” and, collectively as the “Parties.”
JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
The certain shareholders of Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in Ireland (the “Company”) named in Schedule 2 (the “Selling Shareholders”) attached to this Agreement (this “Agreement”) propose to sell an aggregate of 7,883,366 shares (the “Shares”) of the Company’s ordinary shares, nominal value $0.0001 per share (the “Ordinary Shares”) to each of the underwriters named in Schedule 1 attached hereto (the “Underwriters”), for whom Barclays Capital Inc. and Citigroup Global Markets Inc. are acting as Representatives (the “Representatives”). This Agreement is to confirm the agreement concerning the purchase of the Shares from the Selling Shareholders by the Underwriters.
LICENSE AGREEMENT by and between SOLVAY PHARMACEUTICALS, INC. and JAZZ PHARMACEUTICALS, INC. relating to LUVOX®-IR (fluvoxamine) and LUVOX®-ER (fluvoxamine extended release) Dated January 31, 2007License Agreement • May 6th, 2010 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is made and entered into as of the 31st day of January, 2007 (“Effective Date”), by and between SOLVAY PHARMACEUTICALS, INC., a Georgia corporation having its principal office at 901 Sawyer Road, Marietta, Georgia 30062 (“Solvay”) and JAZZ PHARMACEUTICALS, INC., a Delaware corporation, having its principal offices at 3180 Porter Drive, Palo Alto, California 94304 (“Jazz Pharmaceuticals”). Solvay and Jazz Pharmaceuticals are referred to herein on occasion separately as a “Party” or together as the “Parties”.
AMENDMENT No. 2, dated as of June 7, 2018 (this “Amendment”), to the Credit Agreement, dated as of June 18, 2015, by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz...Credit Agreement • August 7th, 2018 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Credit Agreement, dated June 18, 2015 (as amended by Amendment No. 1, dated July 12, 2016, as amended by Amendment No. 2, dated June 7, 2018, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz Securities Designated Activity Company (f/k/a Jazz Securities Limited), a Section 110 designated activity company incorporated under the laws of Ireland (the “Lead Borrower”), Jazz Pharmaceuticals, Inc., a Delaware corporation (the “U.S. Borrower”), Jazz Financing I Designated Activity Company (f/k/a Jazz Financing I Limited), a designated activity company incorporated under the laws of Ireland (“Jazz Financing I”), Jazz Pharmaceuticals Ireland Limited, a company incorporated under the laws of Ireland (“Jazz Ireland”), the Lenders (as hereinafter defined) and Bank of America, N.A.,
FIRST AMENDMENT TO LEASELease • August 7th, 2018 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made and entered into as of January 29, 2018 (the “Effective Date”) by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord”), and JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), in the following factual context:
7 November 2006 ELAN CORPORATION, PLC. AND SOLVAY PHARMACEUTICALS INC. AMENDMENT AGREEMENT NO. 3 TO THE LICENCE AGREEMENT OF 22 DECEMBER 1997Jazz Pharmaceuticals Inc • May 31st, 2007 • Pharmaceutical preparations • Georgia
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG AZUR PHARMA LIMITED, JAGUAR MERGER SUB INC., JAZZ PHARMACEUTICALS, INC. AND SEAMUS MULLIGAN AS INDEMNITORS’ REPRESENTATIVE DATED AS OF SEPTEMBER 19, 2011Agreement and Plan of Merger and Reorganization • September 19th, 2011 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 19, 2011, is by and among AZUR PHARMA LIMITED, a limited company formed under the laws of Ireland (registered number 399192) whose registered address is 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland (“Azur”), JAGUAR MERGER SUB INC., a Delaware corporation and wholly owned subsidiary of Azur (“Merger Sub”), JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“Jazz”) and SEAMUS MULLIGAN, solely in his capacity as the representative for the Indemnitors (as defined below) as further provided herein (the “Indemnitors’ Representative”). Each and any one of Azur, Merger Sub and Jazz, individually shall be referred to herein as a “Party” and, together the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
WHEREAS, AzurPharma Limited (“Azur”), Jazz Pharmaceuticals, Inc. (“Jazz”), Jaguar Merger Sub Inc. (a wholly-owned subsidiary of Azur), and Seamus Mulligan as Indemnitors’ Representative, are entering into an Agreement and Plan of Merger and Reorganization, dated September 19, 2011 (the “Merger Agreement”), pursuant to which the parties thereto will effect a reorganization and merger, among other things.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of the Effective Date (as defined below) by and among AZUR PHARMA PUBLIC LIMITED COMPANY, a public limited company formed under the laws of Ireland (registered number 399192) whose registered address is 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland (the “Company”), and each Person listed on Exhibit A hereto (each an “Azur Investor” and collectively, the “Azur Investors”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • August 7th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Pennsylvania
THIS NONCOMPETITION AGREEMENT (the “Noncompetition Agreement”) is entered into as of the Effective Date (as defined below) by and among Fintan Keegan, an individual (“Employee”), in favor of, and for the benefit of: Azur Pharma Limited, a limited company formed under the laws of Ireland (registered number 399192) (which as a result of the Transactions shall become Jazz Pharmaceuticals plc, a public limited company incorporated in Ireland) whose principal place of business is at 45 Fitzwilliam Square, Dublin 2, Ireland (“New Jazz”), together with its subsidiaries Jazz Pharmaceuticals, Inc. (“Jazz”) and Azur Pharma Inc. Certain capitalized terms used in this Noncompetition Agreement are defined in Section 17.
JAZZ PHARMACEUTICALS PLC and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of April 5, 2017Rights Agreement • April 5th, 2017 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
Rights Agreement (the “Agreement”), executed as a deed poll under common seal, dated as of April 5, 2017, between Jazz Pharmaceuticals plc, an Irish public limited company (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • February 23rd, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (“Agreement”) is entered into as of October 14, 2020 (the “Restatement Effective Date”), 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”). PharmaMar and Jazz are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES ANDCorporate Integrity Agreement • May 7th, 2019 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
This Agreement is made the 22nd day of December 1997Jazz Pharmaceuticals Inc • May 31st, 2007 • Pharmaceutical preparations • Georgia
• ELAN is beneficially entitled to the use of various patents, including the ELAN PATENT RIGHTS, which have been granted or are pending under the International Convention in relation to the development and production of drug specific dosage forms for pharmaceutical products and process, and
JAZZ PHARMACEUTICALS LETTERHEAD]Letter Agreement • August 9th, 2016 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
This letter agreement (“Agreement”) sets forth the terms and conditions for accelerated vesting of your Stock Awards under certain circumstances. Terms not defined in this Agreement shall have the definitions set forth in the Amended and Restated Schedule 1 to your Terms and Conditions of Employment which is effective as of 15 May 2016 (the “Schedule”).
AMENDED AND RESTATED XYREM LICENSE AND DISTRIBUTION AGREEMENTXyrem License and Distribution Agreement • May 31st, 2007 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2006 (“Execution Date”), by and between Jazz Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 3180 Porter Drive, Palo Alto, California 94304, USA (together with its Affiliates, “Jazz Pharmaceuticals”), and UCB Pharma Limited, a company organized under the laws of England having its principal place of business at 208 Bath Road, Slough, Berkshire, SL1 3WE (together with its Affiliates, “UCB”).
