CHELSEA THERAPEUTICS INTERNATIONAL, LTD. (a Delaware corporation) 4,338,500 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 6th, 2012 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • New York
Chelsea Therapeutics International, Ltd., a Delaware corporation (the “Company”), confirms its agreement with Leerink Swann LLC (“Leerink Swann”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink Swann is acting as the representative (in such capacity, the “Representative”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in said Schedule A, and (ii) the grant by the Company to the Underwriters, severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 650,775 additional shares of Common Stock to cover overallotments, if any. The aforesaid 4,338,500 shares of Common Stock (th
Sales AgreementSales Agreement • July 2nd, 2010 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • New York
Chelsea Therapeutics International, Ltd., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
8,750,000 Shares CHELSEA THERAPEUTICS INTERNATIONAL, LTD. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 18th, 2011 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • New York
Chelsea Therapeutics International, Ltd., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative” or “you”) an aggregate of 8,750,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,312,500 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”
PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. OTHER DEFINITIONS 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.4. RULES OF CONSTRUCTION 5 ARTICLE 2 THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2....Chelsea Therapeutics International, Ltd. • February 8th, 2012 • Biological products, (no disgnostic substances)
INDENTURE, dated as of , , by and between Chelsea Therapeutics International, Ltd., a Delaware corporation, as Issuer (the “Company”) and , a organized under the laws of , as Trustee (the “Trustee”).
6,666,667 Shares Chelsea Therapeutics International, Ltd. Common Stock ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2013 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • New York
Chelsea Therapeutics International, Ltd., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative” or “you”) an aggregate of 6,666,667 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,000,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”
Up to 3,327,090 Shares CHELSEA THERAPEUTICS INTERNATIONAL, LTD. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 23rd, 2009 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • California
SUBSCRIPTION AGREEMENTSubscription Agreement • July 23rd, 2009 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • Delaware
The undersigned investor (the “Investor”) hereby confirms its agreement with Chelsea Therapeutics International, Ltd. (the “Company”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2012 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • North Carolina
AGREEMENT (the “Agreement”), dated as of March 2, 2012, by and between Chelsea Therapeutics International, Ltd., a Delaware corporation with principal executive offices at 3530 Toringdon Way, Unit 200, Charlotte, North Carolina 28277 (the “Company”), and DR. SIMON PEDDER, residing at 1347 Shinnecock Lane, Fort Mill, South Carolina 29707 (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 20th, 2007 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) made as of March , 2007 between Chelsea Therapeutics International, Ltd., a Delaware corporation having a place of business at The Richardson Building, 13950 Ballantyne Corporate, Place Suite 325, Charlotte, NC 28277 (the “Company”), and the undersigned (the “Subscriber”).
6,700,000 Units CHELSEA THERAPEUTICS INTERNATIONAL, LTD. PLACEMENT AGENCY AGREEMENTAgency Agreement • February 26th, 2010 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • Massachusetts
Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. May 26, 2006Chelsea Therapeutics International, Ltd. • August 14th, 2006 • Biological products, (no disgnostic substances) • New York
Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. EXCLUSIVE LICENSE AGREEMENTSubscription Agreement • August 14th, 2006 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • England
This Agreement is made effective the 26th day of May, 2006 (hereinafter called the “Effective Date”), by and between Dainippon Sumitomo Pharma Co., Ltd., a Japanese corporation having a place of business at 6-8 Doshomachi 2-chome, Chuo-ku, Osaka 541-0045, Japan (hereinafter called “DSP”), and Chelsea Therapeutics, Inc., a Delaware corporation having a place of business at 13950 Ballantyne Corporate Place, Suite 325, Charlotte, NC 28277, U.S.A. (hereinafter called “Chelsea”). DSP and Chelsea may be referred to herein individually as a “Party” or together, as the “Parties”.
Placement Agency Agreement (the “Agreement”)Placement Agency Agreement • March 8th, 2006 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • New York
Reference is made to our recent discussions relating to the proposed private placement by Chelsea Therapeutics International, Ltd. (the “Company”) of certain of its securities for sale solely pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 (“Rule 506”) of Regulation D (“Regulation D”) promulgated under the Act, as hereinafter described. On the basis of the representations, warranties, covenants and agreements set forth herein, Paramount BioCapital, Inc. having a principal place of business at 787 Seventh Avenue, 48th Floor, New York, New York 10019 (“Paramount”) hereby agrees to act as exclusive placement agent for the Company, on a “best efforts” basis, to introduce the Company to “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Act (“Investors”) in connection with a private placement offering (the “Offering”) of the Company’s equity securities, upon the following basic terms and conditions:
SEVERANCE AND RELEASE AGREEMENTSeverance and Release Agreement • July 13th, 2012 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • North Carolina
This SEVERANCE AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this 9th day of July, 2012 by and between Dr. Simon Pedder, an individual residing in Fort Mill, South Carolina (hereinafter “Executive”) and Chelsea Therapeutics International, Ltd., a Delaware corporation with its principal place of business in Charlotte, North Carolina (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2006 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • North Carolina
AGREEMENT (the “Agreement”), dated as of April 26, 2006, by and between Chelsea Therapeutics International, Ltd., a Delaware corporation with principal executive offices at 13950 Ballantyne Corporate Place, Unit 325, Charlotte, North Carolina 28277 (the “Company”), and DR. SIMON PEDDER, residing at 1347 Shinnecock Lane, Fort Mill, South Carolina 29715 (the “Executive”).
CHELSEA THERAPEUTICS INTERNATIONAL, LTD. CONTROLLED EQUITY OFFERINGSM Amendment No. 3 to SALES AGREEMENTSales Agreement • November 26th, 2012 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 28th, 2005 • Chelsea Therapeutics International, Ltd. • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 17, 2005, is entered into between Ivory Capital Corporation, a publicly traded company incorporated in the State of Colorado (the “Company”), and Chelsea Therapeutics International, Ltd., a Delaware corporation and a wholly owned subsidiary of the Company (“Chelsea Delaware”).
Manufacturing Services Agreement November 7, 2011Manufacturing Services Agreement • March 7th, 2012 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
LEASE AGREEMENTLease Agreement • March 12th, 2008 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • North Carolina
Sidewalks, doorways, vestibules, halls, stairways and similar areas shall not be obstructed nor shall refuse, furniture, boxes or other items be placed therein by Tenant or its officers, agents, servants or employees, or used for any purpose other than ingress or egress to and from the Premises, or for going from one part of the Building to another part of the Building. Canvassing, soliciting and peddling in the Building are prohibited.
SEVERANCE AGREEMENTSeverance Agreement • October 19th, 2012 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • North Carolina
THIS SEVERANCE AGREEMENT (the “Agreement”) is effective as of October 16, 2012 (the “Effective Date”), by and between Chelsea Therapeutics International, Ltd., a Delaware corporation with its principal place of business in Charlotte, North Carolina (the “Company”), and Joseph Oliveto (“Executive”).
AMENDMENT NO. 1 TO SALES AGREEMENTSales Agreement • July 26th, 2011 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances)
AGREEMENT AND PLAN OF MERGER by and among H. LUNDBECK A/S, CHARLIE ACQUISITION CORP., and CHELSEA THERAPEUTICS INTERNATIONAL, LTD. Dated as of May 7, 2014Agreement and Plan of Merger • May 8th, 2014 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 7, 2014, is entered into by and among H. Lundbeck A/S, a Danish corporation (“Parent”), Charlie Acquisition Corp., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Acquisition Sub”), and Chelsea Therapeutics International, Ltd., a Delaware corporation (the “Company”). Each of Parent, Acquisition Sub and the Company are referred to herein as a “Party” and together as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • August 14th, 2006 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • New York
Each milestone payment above shall only be made once under this Agreement upon the initial accomplishment of the relevant milestone.
AMENDMENT NO. 2 TO SALES AGREEMENTSales Agreement • December 29th, 2011 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances)
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTRights Agreement • May 8th, 2014 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2014 (this “Agreement”), is entered into by and between H. Lundbeck A/S, a Danish corporation (“Parent”), and [●], a [Jurisdiction] [Type of Entity], as Rights Agent.
Form of Unit Subscription Agreement SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 26th, 2010 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • Delaware
The undersigned investor (the “Investor”) hereby confirms its agreement with Chelsea Therapeutics International, Ltd. (the “Company”) as follows:
