AEGERION PHARMACEUTICALS, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2010 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
2,704,739 Shares Aegerion Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2013 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AEGERION PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2007 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell 5,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 750,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2012 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 28, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and AEGERION PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2010 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement made and entered into this day of , 2010, (the “Agreement”), by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):
3,400,000 Shares Aegerion Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2012 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • November 20th, 2007 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 4th day of April, 2006, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and Dr. Antonio M. Gotto, Jr., M.D., D.Phil (the “Equity Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2016 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”) is made and entered into as of this 21st day of September, 2016, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Remi Menes (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2007 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 1st day of July, 2005, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Gerald Wisler (the “Executive”).
Aegerion Pharmaceuticals, Inc. PURCHASE AGREEMENTPurchase Agreement • August 12th, 2014 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2016 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”) is made and entered into as of this 7th day of January 2016, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mary T. Szela (the “Employee”).
UNIVERSITY of PENNSYLVANIA PATENT LICENSE AGREEMENTPatent License Agreement • August 10th, 2010 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
This Patent License Agreement (this “Agreement”) is between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Aegerion Pharmaceuticals, Inc, a Delaware corporation (“Company”). This Agreement is effective on May 19, 2006 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2010 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 5th day of October, 2010 (the “Effective Date”), between Aegerion Pharmaceuticals, Inc. a Delaware corporation (the “Company”), and William H. Lewis, an individual who currently resides at 22 Canterbury Lane, Summit, NJ 07901, (the “Executive”) (together the “Parties”).
LOAN AND SECURITY AGREEMENTJoinder Agreement • November 20th, 2007 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 20, 2007 and is entered into by and between AEGERION PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), with its chief executive office and principal place of business located at 1140 Route 22 East, Suite 304, Bridgewater, NJ 08807 and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”), with its principal place of business located at 400 Hamilton Avenue, Palo Alto, CA 94301.
SUBLEASE AGREEMENTSublease Agreement • August 10th, 2010 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This lease between GLB 3 LLC, a New Jersey limited liability company (herein Landlord), and Tibbett & Britten Group North America, Inc., a Delaware corporation (herein Tenant), is dated for reference purposes only as of this 28th day of April, 2004.
AMENDED AND RESTATED WARRANT AGREEMENT To Purchase Shares of the Series A Preferred Stock of Aegerion Pharmaceuticals, Inc. Dated as of September 29, 2008 (the “Effective Date”)Warrant Agreement • August 10th, 2010 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a Senior Loan and Security Agreement, dated as of March 30, 2007 (the “Loan Agreement”) with Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Warrantholder”);
EMPLOYMENT AGREEMENTEmployment Agreement • August 17th, 2015 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”) is made and entered into as of this 26 day of March 2012, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and William T. Andrews, MD, FACP (the “Employee”).
THE GUARANTOR PARTIES HERETOIndenture • July 18th, 2019 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [closing date], among Aegerion Pharmaceuticals, Inc., a Delaware corporation, as issuer (the “Company”), [New Parent], a company incorporated in England and Wales (the “Parent”), Amryt Pharma plc, a company incorporated in England and Wales (“Old Parent”), the additional guarantors listed on the signature pages hereto, as guarantors (together with the Parent and Old Parent, the “Guarantors”), and [trustee’s legal name], as trustee (the “Trustee”).
LICENSE AGREEMENTLicense Agreement • November 20th, 2007 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This License Agreement (this “Agreement”), dated as of May 31, 2006 (the “Effective Date”), is made by and between Bayer HealthCare AG, a German corporation (“Bayer”), and Aegerion Pharmaceuticals, Inc., a Delaware corporation (“Aegerion”). Bayer and Aegerion are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED IN THE...Aegerion Pharmaceuticals, Inc. • October 7th, 2010 • Pharmaceutical preparations • Delaware
THIS NOTE IS SUBJECT TO A FOURTH AMENDED AND RESTATED SUBORDINATION AGREEMENT DATED OCTOBER 1, 2010 BETWEEN THE COMPANY AND HERCULES TECHNOLOGY GROWTH CAPITAL, INC., A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • November 20th, 2007 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Connecticut
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is dated as of the first day of August 2006, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Scheer & Company, Inc., a Connecticut corporation (“Consultant”). The parties entered into the prior Consulting Agreement on July 1, 2005, and the parties now wish to amend and restate that agreement as provided below.
CONSULTING AGREEMENTConsulting Agreement • November 20th, 2007 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS CONSULTING AGREEMENT (this “Agreement”) is dated as of the 4th day of, April, 2006, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Antonio M. Gotto, Jr., M.D., D.Phil (“Consultant”).
July 28, 2015 BY EMAIL Craig E. Fraser Dear Craig:Letter Agreement • March 15th, 2016 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations
As we have discussed, your employment with Aegerion Pharmaceuticals, Inc. (the “Company”) has terminated effective as of July 26, 2015 (the “Separation Date”). The purpose of this letter agreement (the “Agreement”) is to confirm the agreement between you and the Company concerning your separation from employment and severance benefits, as follows:
LICENSE AGREEMENTLicense Agreement • October 7th, 2010 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
The following patent applications shall also be treated as “Bayer Patent Rights” under this Agreement, provided that any of the following patent applications may have lapsed, may have been cancelled, or are otherwise no longer still pending as of the Effective Date:
] Shares Aegerion Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2011 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • April 1st, 2015 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of March 29, 2015 by and among AEGERION Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the entities listed on Schedule A hereto (collectively, the “Sarissa Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 7th, 2010 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 20, 2007 and is entered into by and between AEGERION PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), with its chief executive office and principal place of business located at 1140 Route 22 East, Suite 304, Bridgewater, NJ 08807 and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”), with its principal place of business located at 400 Hamilton Avenue, Palo Alto, CA 94301.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 20th, 2007 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is made as of November 9, 2007 (“Investor Rights Agreement”), by and among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors listed on Schedule I attached hereto (the “Investors”).
AEGERION PHARMACEUTICALS, INC. FOURTH AMENDED AND RESTATED NOTE PURCHASE AGREEMENT October 1, 2010Note Purchase Agreement • October 7th, 2010 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS FOURTH AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of October 1, 2010 (the “Effective Date”) by and among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto as Schedule I (individually, a “Purchaser” and collectively, the “Purchasers”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASSET PURCHASE AGREEMENT By and between Amylin...Asset Purchase Agreement • July 7th, 2015 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and executed as of November 5, 2014 (the “Execution Date”), by and between Amylin Pharmaceuticals, LLC, a Delaware limited liability company (“Amylin” or “Seller”), solely for purposes of Sections 2.1.1, 2.2.1 and 2.3.2, AstraZeneca Pharmaceuticals LP, a Delaware limited partnership (“AZPLP”, and, together with Amylin but solely for purposes of Sections 2.1.1, 2.2.1 and 2.3.2, “Seller”), and Aegerion Pharmaceuticals, Inc., a Delaware corporation (“Buyer”). Amylin and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
November 28, 2011 Via Electronic Mail Delivery - Personal and Confidential Mr. John Cavan Allendale, NJ 07401-1107 Dear John:Aegerion Pharmaceuticals, Inc. • March 15th, 2012 • Pharmaceutical preparations • Massachusetts
As discussed, your employment with Aegerion Pharmaceuticals, Inc. (“Aegerion” or the “Company”) shall terminate effective February 29, 2012. This letter (the “Agreement”) summarizes the terms of your separation from employment and establishes an amicable arrangement under which you release the Company from any and all claims, and, in return, you receive severance pay and other benefits.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE AEGERION PHARMACEUTICALS, INC.Incentive Stock Option Agreement • March 3rd, 2014 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations
Aegerion Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions of the Company’s 2010 Stock Option and Incentive Plan (as amended from time to time, the “Plan”) and the Company’s Long Term Incentive Program (the “LTIP”). Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2016 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Employment Agreement (this “Amendment”), is entered into as of November 5, 2015, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Gregory Perry (the “Employee”).
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • March 3rd, 2014 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 6, 2012, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and AEGERION PHARMACEUTICALS, INC., a Delaware corporation with its chief executive office located at 101 Main Street, Suite 1850, Cambridge, Massachusetts 02142(“Borrower”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE AGREEMENT BETWEEN SHIONOGI & CO., LTD. AND...License Agreement • March 2nd, 2015 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
