5,000,000 Shares Marinus Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2020 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • New York
MARINUS PHARMACEUTICALS, INC. SENIOR DEBT SECURITIESIndenture • October 31st, 2017 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • New York
Indenture, dated as of [ • ], 20___, between Marinus Pharmaceuticals, inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
MARINUS PHARMACEUTICALS, INC. Shares of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 9th, 2020 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • New York
MARINUS PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2014 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of April 2, 2014, by and between Square 1 Bank (“Bank”) and Marinus Pharmaceuticals, Inc. (“Borrower”).
INDENTURE DATED AS OF , 20 BETWEEN MARINUS PHARMACEUTICALS, INC. as Issuer, AND as Trustee Providing for Issuance of Senior Debt Securities in SeriesIndenture • March 31st, 2023 • Marinus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of , 20 , between MARINUS PHARMACEUTICALS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and , as trustee (herein called the “Trustee”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2024 • Marinus Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Indemnification Agreement (the “Agreement”) is entered into as of , by and among Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the undersigned party (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • Marinus Pharmaceuticals, Inc. • Pharmaceutical preparations
EMPLOYMENT AGREEMENT is effective on November 9, 2020, between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Christina Shafer (the “Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2019 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated December 11, 2019, is entered into by and among (i) MARINUS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and (ii) each investor identified on Schedule I (each, including its successors and permitted assigns, an “Investor” and collectively, the “Investors”).
] Shares MARINUS PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2014 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • New York
Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
EMPLOYMENT AGREEMENT effective as of November 22, 2013 between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Edward F. Smith (the “Employee”).
ContractMarinus Pharmaceuticals Inc • May 12th, 2014 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
MARINUS PHARMACEUTICALS, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 12th, 2014 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This option satisfies in full all commitments that the Company has heretofore made to the Optionee with respect to the issuance of stock, stock options or other equity securities.
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 12th, 2015 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations
THIS AGREEMENT, effective as of , 201 , is made by and between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and «Name» (the “Employee”), an employee of the Company.
MARINUS PHARMACEUTICALS, INC.Nonqualified Stock Option Agreement • November 9th, 2021 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations
Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock, par value $0.001 (the “Stock”), to the recipient (the “Grantee”) set forth on the Schedule to Nonqualified Stock Option Agreement attached hereto (the “Schedule”), subject to the vesting and other conditions set forth below and in the Schedule. The terms and conditions of the Option are set forth in this Nonqualified Stock Option Agreement and the Schedule (collectively, the “Agreement”), as well as in the Company’s 2014 Equity Incentive Plan (as it may be amended from time to time, the “Plan”). All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
MARINUS PHARMACEUTICALS, INC. INDUCEMENT AWARDRestricted Stock Unit Agreement • March 24th, 2022 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations
Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants restricted Stock Units (the “RSUs”) representing the right to receive shares of its common stock, par value $0.001 (the “Stock”), to the recipient (the “Grantee”) set forth on the Schedule to Restricted Stock Unit Agreement attached hereto (the “Schedule”), subject to the vesting and other conditions set forth below and in the Schedule. The RSUs are granted to the Grantee in connection with the Grantee’s entering into employment with the Company and are regarded by the parties as an inducement material to the Grantee’s entering into employment within the meaning of Nasdaq Listing Rule 5635(c)(4). The RSUs are made and granted as a stand-alone award, separate and apart from, and outside of, the Company’s 2014 Equity Incentive Plan (as it may be amended from time to time, the “Plan”), and shall not constitute an award granted under or pursuant to the Plan. Notwithstanding the foregoing, the terms, condit
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
EMPLOYMENT AGREEMENT effective as of November 2, 2012 between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Gail M. Farfel, Ph.D. (the “Employee”).
MARINUS PHARMACEUTICALS, INC. INDUCEMENT AWARDRestricted Stock Unit Agreement • March 24th, 2022 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations
Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants restricted Stock Units (the “RSUs”) representing the right to receive shares of its common stock, par value $0.001 (the “Stock”), to the recipient (the “Grantee”) set forth on the Schedule to Restricted Stock Unit Agreement attached hereto (the “Schedule”), subject to the vesting and other conditions set forth below and in the Schedule. The RSUs are granted to the Grantee in connection with the Grantee’s entering into employment with the Company and are regarded by the parties as an inducement material to the Grantee’s entering into employment within the meaning of Nasdaq Listing Rule 5635(c)(4). The RSUs are made and granted as a stand-alone award, separate and apart from, and outside of, the Company’s 2014 Equity Incentive Plan (as it may be amended from time to time, the “Plan”), and shall not constitute an award granted under or pursuant to the Plan. Notwithstanding the foregoing, the terms, condit
MARINUS PHARMACEUTICALS, INC.Nonqualified Stock Option Agreement for Non-Employee Directors • November 9th, 2021 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations
this Option will become fully vested and exercisable as of the date of your termination of Service. Term Notwithstanding anything in this Agreement to the contrary, this Option shall expire and you shall immediately and automatically forfeit the Option to the Company in any event at the close of business at Company headquarters on the Expiration Date, as shown on the Schedule. This Option will expire earlier (but never later) if your Service terminates, as described below. Regular Termination If your Service terminates for any reason, other than due to your death or Disability or for Cause, then this Option will expire at the close of business at Company headquarters on the ninetieth (90th) day after your termination date. Termination for Cause If your Service is terminated for Cause, then you shall immediately forfeit all rights to this Option (including to any vested portion of the Option) and the Option shall immediately expire. Death If your Service terminates due to your death, th
Re: Severance Agreement and General ReleaseMarinus Pharmaceuticals Inc • March 20th, 2019 • Pharmaceutical preparations • Pennsylvania
We thank you for your service to Marinus Pharmaceuticals, Inc. (the “Company”). We are interested in resolving cooperatively your separation of employment with the Company, effective March 18, 2019 (the “Separation Date”), pursuant to Section 4(d) of your Amended and Restated Employment Agreement with the Company dated as of August 3, 2016 (the “Employment Agreement”). Toward this end, we propose the following Severance Agreement, which includes a General Release (the “Agreement”).
AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTThe Equity Distribution Agreement • March 31st, 2023 • Marinus Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Equity Distribution Agreement (this “Amendment”) is entered into as of the date first written above by Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and JMP Securities LLC (“Agent”), that are parties to that certain Equity Distribution Agreement dated July 9, 2020 (the “Original Agreement”) and that certain side letter agreement dated July 9, 2020 (the “Side Letter”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
ASSET PURCHASE AGREEMENT BY AND BETWEEN NOVO NORDISK INC. AND MARINUS PHARMACEUTICALS, INC. dated as of July 13, 2022Asset Purchase Agreement • July 14th, 2022 • Marinus Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2022 (the “Effective Date”), by and between Novo Nordisk Inc., a corporation organized under the laws of Delaware (“Buyer”), and Marinus Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 9th, 2014 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of , 2014, by and among Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A hereto (together with such other parties who may become parties hereto pursuant to the terms hereof, collectively, the “Investors” and each individually, an “Investor”).
LIMITED CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2022 • Marinus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This LIMITED CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 28, 2022 (this “Amendment”), to that certain Credit Agreement dated as of May 11, 2021 (as amended, modified and restated from time to time prior to the date hereof, the “Existing Credit Agreement” and, the Existing Credit Agreement, as amended by this Amendment, the “Credit Agreement”), by and among MARINUS PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder (each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time thereunder (each a “Lender” and collectively, the “Lenders”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) is entered into by and among the Borrower, the Administrative Agent and the undersigned Lenders (collectively, the “Parties”).
LICENSE AGREEMENTLicense Agreement • April 6th, 2017 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LICENSE AGREEMENT (this “Agreement”) is made this 31st day of March, 2017 (the “Effective Date”) between CyDex Pharmaceuticals, Inc., a Delaware corporation (“CyDex”), and Marinus Pharmaceuticals, Inc., a Delaware corporation (“Company”). CyDex and Company are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
Collaboration and Supply Agreement between Marinus Pharmaceuticals, Inc. and Tenacia Biotechnology (Shanghai) Co., Ltd.Collaboration and Supply Agreement • March 9th, 2023 • Marinus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND SUPPLY AGREEMENT is made and entered into as of November 16, 2022 (“Effective Date”) between Marinus Pharmaceuticals, Inc. (“Marinus”), a Delaware corporation with principal offices at 5 Radnor Corporate Center, Suite 500, 100 Matsonford Road, Radnor, Pennsylvania 19087 USA, and Tenacia Biotechnology (Shanghai) Co., Ltd. (“Company”), a company organized and existing under the laws of PRC, located at Room 368, Part 302, 211 North Fute Road, China (Shanghai) Pilot Free Trade Zone. Marinus and Company may be referred herein individually as a “Party” or collectively as the “Parties.”
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 29th, 2015 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of February 2, 2015, by and between SQUARE 1 BANK (“Bank”) and MARINUS PHARMACEUTICALS, INC. (“Borrower”).
MARINUS PHARMACEUTICALS, INC.Restricted Stock Unit Agreement for Non-Employee Directors • November 9th, 2021 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations
Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants restricted Stock Units (the “RSUs”) representing the right to receive shares of its common stock, par value $0.001 (the “Stock”), to the recipient (the “Grantee”) set forth on the Schedule to Restricted Unit Agreement for Non-Employee Directors attached hereto (the “Schedule), subject to the vesting and other conditions set forth below and in the Schedule. The terms and conditions of the RSUs are set forth in this Restricted Stock Unit Agreement and the Schedule (collectively, the “Agreement”), as well as in the Company’s 2014 Equity Incentive Plan (as it may be amended from time to time, the “Plan”). All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
THIS DOCUMENT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. REDACTED MATERIAL IS MARKED WITH [XXXXXXXXX] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES...Amended and Restated Agreement • May 12th, 2014 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED AGREEMENT (“Restated Agreement”), effective on the 23rd day of May, 2008 (“Restatement Effective Date”), is entered into by and between Purdue Neuroscience Company (“Purdue”), a partnership formed under the laws of the state of Delaware with an office address at One Stamford Forum, Stamford, CT 06901 and Marinus Pharmaceuticals, Inc. (“Marinus”), a Delaware corporation with its principal place of business at 21 Business Park Drive, Branford, CT 06405.
Letter Agreement re: Amendments to the Tranche C CommitmentMarinus Pharmaceuticals, Inc. • May 25th, 2022 • Pharmaceutical preparations • New York
Reference is made to that certain Credit Agreement and Guaranty, dated as of May 11, 2021 (including the exhibits and other attachments thereto, as amended by that certain Letter Agreement re: Minimum Liquidity Amount dated May 17, 2021, by and among Marinus Pharmaceuticals, Inc. (the “Borrower”), Oaktree Fund Administration, LLC (the “Agent”) and the Lenders (as defined below), and as further amended, restated or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Agent. Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) are used with the meanings assigned to such terms in the Credit Agreement.
SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASESeparation and Consulting Agreement and General Release • March 9th, 2021 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania
This Separation and Consulting Agreement and General Release (the “Agreement”) is being entered into between Edward Smith (“Smith”) and Marinus Pharmaceuticals, Inc. (the “Company”) in connection with Smith’s separation from the Company effective March 9, 2021 (the “Separation Date”).
SUPPLY AGREEMENTSupply Agreement • April 6th, 2017 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations
THIS SUPPLY AGREEMENT (this “Agreement”) is made this 31st day of March, 2017 (the “Effective Date”) between CyDex Pharmaceuticals, Inc., a Delaware corporation (“CyDex”), and Marinus Pharmaceuticals, Inc., a Delaware corporation (“Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2016 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania
EMPLOYMENT AGREEMENT effective as of August 3, 2016 between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Albena Patroneva (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2019 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 26, 2019 (the “Effective Date”), by and between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation with offices at Three Radnor Corporate Center, 100 Matsonford Road, Suite 304, Radnor, PA 19087, and Scott Braunstein, an individual residing in Livingston, New Jersey (the “Executive”) (the Company and the Executive, together, the “Parties”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 2nd, 2016 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations
This Fourth Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of April 29, 2016, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and MARINUS PHARMACEUTICALS, INC. (“Borrower”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 12th, 2014 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • California
This Assignment and Assumption Agreement (“Agreement”), signed as of December 4, 2012, is made by and among Domain Russia Investments Limited, a limited company organized under the laws of England and Wales with registration number 7899075, having its registered office at The Broadgate Tower, Third Floor, 20 Primrose Street, City of London, EC2A 2RS, United Kingdom (“DRI”), Marinus Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware, USA, and having its place of business at 21 Business Park Drive, Branford, Connecticut 06405, USA (“Marinus” or “Company”), and NovaMedica LLC, a limited liability company organized under the laws of the Russian Federation with an address of 10113, bldg. 38, Sokolnichesky Val Street, Moscow, Russian Federation (“NovaMedica” and, together with DRI and Marinus, the “Parties”, and each of NovaMedica, Marinus, and DRI, a “Party”).
