Synergy Pharmaceuticals, Inc. Sample Contracts

Synergy Pharmaceuticals, Inc. – NOTICE OF (I) ENTRY OF FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER CONFIRMING MODIFIED FOURTH AMENDED JOINT PLAN OF REORGANIZATION OF SYNERGY PHARMACEUTICALS INC. AND ITS DEBTOR AFFILIATE AND (II) OCCURRENCE OF EFFECTIVE DATE (May 2nd, 2019)
Synergy Pharmaceuticals, Inc. – FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER CONFIRMING MODIFIED FOURTH AMENDED JOINT PLAN OF REORGANIZATION OF SYNERGY PHARMACEUTICALS INC. AND ITS DEBTOR AFFILIATE (April 29th, 2019)

Synergy Pharmaceuticals Inc. and its debtor affiliate in the above-captioned chapter 11 cases jointly propose this chapter 11 plan of reorganization. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims against, and Interests in, such Debtor. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in Article I.A hereof or the Bankruptcy Code or Bankruptcy Rules. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, business, assets, and operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

Synergy Pharmaceuticals, Inc. – DEBTORS’ MOTION FOR ENTRY OF AN ORDER (I) APPROVING SETTLEMENT AMONG THE DEBTORS, CRG SERVICING LLC, THE CREDITORS’ COMMITTEE, THE EQUITY COMMITTEE, AND HOULIHAN LOKEY CAPITAL, INC. AND (II) FINDING THAT PROPOSED MODIFICATIONS TO THE PROPOSED PLAN DO NOT REQUIRE FURTHER SOLICITATION (April 2nd, 2019)
Synergy Pharmaceuticals, Inc. – FOURTH AMENDED JOINT PLAN OF REORGANIZATION OF SYNERGY PHARMACEUTICALS INC. AND ITS DEBTOR AFFILIATE (April 2nd, 2019)

Synergy Pharmaceuticals Inc. and its debtor affiliate in the above-captioned chapter 11 cases jointly propose this chapter 11 plan of reorganization. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims against, and Interests in, such Debtor. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in Article I.A hereof or the Bankruptcy Code or Bankruptcy Rules. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, business, assets, and operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

Synergy Pharmaceuticals, Inc. – THIRD AMENDED JOINT PLAN OF REORGANIZATION OF SYNERGY PHARMACEUTICALS INC. AND ITS DEBTOR AFFILIATE (March 14th, 2019)

Synergy Pharmaceuticals Inc. and its debtor affiliate in the above-captioned chapter 11 cases jointly propose this chapter 11 plan of reorganization. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims against, and Interests in, such Debtor. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in Article I.A hereof or the Bankruptcy Code or Bankruptcy Rules. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, business, assets, and operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

Synergy Pharmaceuticals, Inc. – THIRD AMENDED DISCLOSURE STATEMENT FOR THE THIRD AMENDED JOINT PLAN OF REORGANIZATION OF SYNERGY PHARMACEUTICALS INC. AND ITS DEBTOR AFFILIATE (March 14th, 2019)
Synergy Pharmaceuticals, Inc. – ORDER (A) APPROVING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING THE DEBTORS TO ENTER INTO AND PERFORM THEIR OBLIGATIONS UNDER THE PURCHASE AGREEMENT, (C) APPROVING ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS, AND (D) GRANTING RELATED RELIEF (March 6th, 2019)

Upon the portion of the motion (the “Motion”),(2) of the above-captioned debtors and debtors in possession (collectively, the “Debtors”), for entry of an order (this “Sale Order”) (a) authorizing and approving the entry into and performance under the terms and conditions of that certain Amended and Restated Asset Purchase Agreement, substantially in the form attached hereto as Exhibit 1 (and as may be amended, supplemented or restated, the “Purchase Agreement”), by and among the Debtors and Bausch Health Companies Inc., a corporation organized under the laws of British Columbia, Canada (“BH”), and its wholly-owned subsidiary Bausch Health Ireland Limited, a private limited company organized under the laws of Ireland

Synergy Pharmaceuticals, Inc. – AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG SYNERGY PHARMACEUTICALS INC., SYNERGY ADVANCED PHARMACEUTICALS, INC., BAUSCH HEALTH COMPANIES INC. AND BAUSCH HEALTH IRELAND LIMITED DATED AS OF JANUARY 4, 2019 (January 10th, 2019)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of January 4, 2019 (this “Agreement”), is made by and among Synergy Pharmaceuticals Inc., a Delaware corporation (the “Parent”), its wholly-owned subsidiary, Synergy Advanced Pharmaceuticals, Inc., a Delaware corporation (together with the Parent, in their capacities as debtors and debtors-in-possession, the “Sellers”), Bausch Health Companies Inc., a corporation organized under the laws of British Columbia, Canada (“BH”), and its wholly-owned subsidiary Bausch Health Ireland Limited, a private limited company organized under the laws of Ireland (the “Purchaser”).  Each of the Sellers, BH and the Purchaser is referred to individually herein as a “party” and collectively as the “parties.”  Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article IX.

Synergy Pharmaceuticals, Inc. – SYNERGY PHARMACEUTICALS INC. SUPERPRIORITY DIP FACILITY Binding Term Sheet December 11, 2018 (December 13th, 2018)

This binding term sheet (the “Binding Term Sheet”) sets forth the terms and conditions with respect to the New Money DIP Loans (as defined below), the DIP Facility (as defined below), the treatment of the Prepetition Obligations (as defined below),  which terms and conditions will be set forth in the DIP Loan Documents (as defined below).

Synergy Pharmaceuticals, Inc. – Press Release Synergy Pharmaceuticals Announces Agreement for Bausch Health to Acquire Its Business Assets Company Initiates Voluntary Chapter 11 Process to Effectuate Sale; Secures Commitment for DIP Financing to Support Normal-Course Operations (December 13th, 2018)

NEW YORK, December 12, 2018 — Synergy Pharmaceuticals Inc. (NASDAQ:SGYP) (the “Company” or “Synergy”), a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies, today announced an agreement with Bausch Health Companies Inc., through which Bausch Health would acquire substantially all of Synergy’s assets, including all rights to TRULANCE® (plecanatide), dolcanatide and related intellectual property, for approximately $200 million in cash, subject to certain adjustments at closing, plus the assumption of certain liabilities related to the assets to be acquired. The sale is subject to a competitive process and the Company’s receipt of higher and better offers.

Synergy Pharmaceuticals, Inc. – ASSET PURCHASE AGREEMENT BY AND AMONG SYNERGY PHARMACEUTICALS INC., SYNERGY ADVANCED PHARMACEUTICALS, INC., BAUSCH HEALTH COMPANIES INC. AND BAUSCH HEALTH IRELAND LIMITED DATED AS OF DECEMBER 11, 2018 (December 13th, 2018)

THIS ASSET PURCHASE AGREEMENT, dated as of December 11, 2018 (this “Agreement”), is made by and among Synergy Pharmaceuticals Inc., a Delaware corporation (the “Parent”), its wholly-owned subsidiary, Synergy Advanced Pharmaceuticals, Inc., a Delaware corporation (together with the Parent, in their capacities as debtors and debtors-in-possession, the “Sellers”), Bausch Health Companies Inc., a corporation organized under the laws of British Columbia, Canada (“BH”), and its wholly-owned subsidiary Bausch Health Ireland Limited, a private limited company organized under the laws of Ireland (the “Purchaser”).  Each of the Sellers, BH and the Purchaser is referred to individually herein as a “party” and collectively as the “parties.”  Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article IX.

Synergy Pharmaceuticals, Inc. – AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (December 6th, 2018)

This AMENDMENT TO LIMITED FORBEARANCE AGREEMENT is made as of December 5, 2018 (this “Amendment”), among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (as defined in the Loan Agreement referred to below) party hereto, the Lenders (as defined in the Loan Agreement referred to below), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent” and, collectively with Lenders, “CRG Parties”).

Synergy Pharmaceuticals, Inc. – LIMITED FORBEARANCE AGREEMENT (November 26th, 2018)

This LIMITED FORBEARANCE AGREEMENT is made as of November 21, 2018 (this “Agreement”), among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (as defined in the Loan Agreement referred to below) party hereto, the Lenders (as defined in the Loan Agreement referred to below), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent” and, collectively with Lenders, “CRG Parties”).

Synergy Pharmaceuticals, Inc. – AMENDMENT AND WAIVER NO. 6 (November 19th, 2018)

THIS AMENDMENT AND WAIVER, dated as of November 16, 2018 (this “Agreement”), is made among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors as from time to time party hereto, the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent”).

Synergy Pharmaceuticals, Inc. – AMENDMENT AND WAIVER NO. 5 (November 14th, 2018)

THIS AMENDMENT AND WAIVER, dated as of November 13, 2018 (this “Agreement”), is made among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors as from time to time party hereto, the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent”).

Synergy Pharmaceuticals, Inc. – SEPARATION AGREEMENT (November 9th, 2018)

This Separation Agreement (the “Agreement”), dated October 30, 2018, is by and between Gary Jacob (“Executive”) and Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”).

Synergy Pharmaceuticals, Inc. – SEPARATION AGREEMENT (November 9th, 2018)

This Separation Agreement (the “Agreement”) is by and between Marino Garcia (“Employee”) and Synergy Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

Synergy Pharmaceuticals, Inc. – LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (November 9th, 2018)

This LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is entered into as of August 3, 2018 (the “Effective Date”) by and between SYNERGY PHARMACEUTICALS INC., a corporation organized and existing under the laws of Delaware and having a place of business at 420 Lexington Avenue # 2012, New York, NY 10170, USA (“Synergy”) and SHANDONG LUOXIN PHARMACEUTICAL GROUP STOCK CO., LTD., a corporation organized and existing under the laws of the People’s Republic of China and having a place of business at Luoqi Road, Linyi High and New Technology Industries Development Zone, Shandong Province (“Luoxin”). Synergy and Luoxin are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Synergy Pharmaceuticals, Inc. – WAIVER NO. 4 (November 6th, 2018)

THIS WAIVER (this “Agreement”), dated as of November 6, 2018 (the “Effective Date”), is made among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors as from time to time party hereto, the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent”).

Synergy Pharmaceuticals, Inc. – AMENDMENT AND WAIVER NO. 3 (October 31st, 2018)

THIS AMENDMENT AND WAIVER (this “Agreement”), dated as of October 30, 2018 and effective as of October 25, 2018 (the “Effective Date”), is made among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors as from time to time party hereto, the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent”).

Synergy Pharmaceuticals, Inc. – NEWS RELEASE (October 9th, 2018)

NEW YORK — October 8, 2018 — Synergy Pharmaceuticals Inc. (NASDAQ: SGYP), a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies, today announced that the company will present new analyses that further reinforce the efficacy and safety of TRULANCE® (plecanatide) for adult patients with chronic idiopathic constipation (CIC) or irritable bowel syndrome with constipation (IBS-C), specifically in patients aged 65 and older and in patients using concomitant acid suppression medications such as proton pump inhibitors (PPIs) and/or histamine receptor antagonists (H2 blockers). These findings will be presented via two poster presentations this week at the American College of Gastroenterology (ACG) Annual Scientific Meeting in Philadelphia.

Synergy Pharmaceuticals, Inc. – NEWS RELEASE (October 1st, 2018)

NEW YORK — October 1, 2018 — Synergy Pharmaceuticals Inc. (NASDAQ: SGYP), a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies, today announced that two posters will be presented at the American College of Gastroenterology (ACG) Annual Scientific Meeting, October 5-10, 2018, in Philadelphia, PA.

Synergy Pharmaceuticals, Inc. – AMENDMENT NO. 2 (August 31st, 2018)

THIS AMENDMENT NO. 2 (this “Agreement”), dated as of August 28, 2018, is made among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors as from time to time party hereto, the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent”).

Synergy Pharmaceuticals, Inc. – SYNERGY PHARMACEUTICALS ANNOUNCES LICENSE AGREEMENT WITH LUOXIN PHARMACEUTICAL GROUP FOR TRULANCE® (PLECANATIDE) IN CHINA (August 7th, 2018)

NEW YORK, NY - August 7, 2018 -  Synergy Pharmaceuticals Inc. (NASDAQ: SGYP) announced today that the company has entered into a license agreement with Luoxin Pharmaceutical Group Co., Ltd., Shandong (Luoxin) providing Luoxin exclusive rights to develop and commercialize Synergy’s lead product TRULANCE® (plecanatide) for the treatment of adults with chronic idiopathic constipation (CIC) and irritable bowel syndrome with constipation (IBS-C) in mainland China, Hong Kong and Macau.

Synergy Pharmaceuticals, Inc. – Synergy Pharmaceuticals Announces Amendment to CRG Debt Agreement (June 13th, 2018)

NEW YORK, June 13, 2018 —Synergy Pharmaceuticals Inc. (NASDAQ: SGYP), a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies, today announced that it has received a waiver to extend the draw down date of the second borrowing under its Term Loan Agreement with CRG LP from June 30, 2018 to August 29, 2018.

Synergy Pharmaceuticals, Inc. – WAIVER NO. 2 (June 13th, 2018)

THIS WAIVER (this “Agreement”), dated as of June 12, 2018, is made among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors as from time to time party hereto, the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent”).

Synergy Pharmaceuticals, Inc. – NEWS RELEASE (June 6th, 2018)

NEW YORK — June 5, 2018 — Synergy Pharmaceuticals Inc. (NASDAQ: SGYP), a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies, today announced that the company will present a new risk/benefit analysis from pooled Phase 3 study data evaluating TRULANCE® (plecanatide) and linaclotide for the treatment of adults with chronic idiopathic constipation (CIC). These findings will be presented as a poster today at DDW 2018 in Washington D.C.

Synergy Pharmaceuticals, Inc. – NEWS RELEASE (June 6th, 2018)

NEW YORK — June 5, 2018 — Synergy Pharmaceuticals Inc. (NASDAQ:SGYP), a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies, announced today new data presented at Digestive Disease Week (DDW) 2018 showing chronic idiopathic constipation (CIC) and irritable bowel syndrome with constipation (IBS-C) are associated with depressed levels of uroguanylin, a naturally occurring and endogenous human GI peptide.

Synergy Pharmaceuticals, Inc. – NEWS RELEASE (May 29th, 2018)

NEW YORK — May 29, 2018 — Synergy Pharmaceuticals Inc. (NASDAQ: SGYP), a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies, today announced three abstracts that will be presented at Digestive Disease Week (DDW) in Washington D.C. June 2-5, 2018.

Synergy Pharmaceuticals, Inc. – SEVENTH AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (March 1st, 2018)

This SEVENTH AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (the “Seventh Amendment”) dated the 18th day of December 2017 (the “Effective Date”) by and between Synergy Pharmaceuticals Inc., a company incorporated under the laws of Delaware (the “Company”), and Gary S. Jacob, Ph.D., an individual (the “Executive”) with reference to the following facts:

Synergy Pharmaceuticals, Inc. – AMENDMENT NO. 1 (March 1st, 2018)

THIS AMENDMENT (this “Agreement”), dated as of February 26, 2018, is made among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors as from time to time party hereto, the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent”).

Synergy Pharmaceuticals, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (March 1st, 2018)

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 22, 2017 is made and entered into by and between Synergy Pharmaceuticals, Inc., a company incorporated under the laws of the state of Delaware (the “Company”), and Troy M. Hamilton an individual (the “Executive”).

Synergy Pharmaceuticals, Inc. – NEWS RELEASE (January 25th, 2018)

NEW YORK — JANUARY 25, 2018 — Synergy Pharmaceuticals Inc. (NASDAQ:SGYP) announced today that the U.S. Food and Drug Administration (FDA) has approved TRULANCE® (plecanatide) 3 mg tablet for the once-daily treatment of irritable bowel syndrome with constipation (IBS-C) in adults. This is the second indication for TRULANCE, which is already approved for the treatment of adults with chronic idiopathic constipation (CIC).

Synergy Pharmaceuticals, Inc. – WARRANT AGENCY AGREEMENT (November 15th, 2017)

WARRANT AGENCY AGREEMENT made as of November 15, 2017 (the “Issuance Date”), between Synergy Pharmaceuticals Inc., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 2012, New York, NY 10170 (“Company”), and Philadelphia Stock Transfer, Inc., with offices at 2320 Haverford Rd, Suite 230, Ardmore, PA 19003 (“Warrant Agent”).

Synergy Pharmaceuticals, Inc. – 21,705,426 Shares of Common Stock 21,705,426 Warrants to Purchase 21,705,426 Shares of Common Stock SYNERGY PHARMACEUTICALS INC. Common Stock UNDERWRITING AGREEMENT (November 15th, 2017)