TERCICA, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT Dated as of October 13, 2006Rights Agreement • October 19th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • Delaware
THIS RIGHTS AGREEMENT (“Agreement”) between TERCICA, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (“Rights Agent”), is entered into as of this 13th day of October, 2006.
JULY 22, 2008 TERCICA, INC. IPSEN, S.A. and SURAYPHARM COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 24th, 2008 • Ipsen, S.A. • Pharmaceutical preparations • New York
VOTING AGREEMENTVoting Agreement • July 28th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this Agreement), is dated as of July 18, 2006, by and between the undersigned stockholder (the Stockholder) of Tercica, Inc., a Delaware corporation (the Company), Ipsen, S.A., a French société anonyme (Ipsen) and Suraypharm, a French société par actions simplifiée, a subsidiary of Ipsen (Suraypharm).
STOCK PURCHASE AND MASTER TRANSACTION AGREEMENTStock Purchase and Master Transaction Agreement • July 28th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of October 13, 2006, by and between Tercica, Inc., a Delaware corporation (the Company), Ipsen, S.A., a French société anonyme (Ipsen) and Suraypharm, a French société par actions simplifiée, a subsidiary of Ipsen (Suraypharm and, together with Ipsen and the Company, the Parties).
JUNE 4, 2008 TERCICA, INC BEAUFOUR IPSEN PHARMA, S.A.S. and TRIBECA ACQUISITION CORPORATION AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 9th, 2008 • Ipsen, S.A. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of June 4, 2008, by and among Tercica, Inc (the Company), a corporation organized under the laws of the State of Delaware, with its principal offices at 2000 Sierra Point Parkway, Suite 400, Brisbane, California, 94005, United States, Beaufour Ipsen Pharma (the Purchaser), a société par actions simplifiée organized under the laws of France with its registered address at 24 rue Erlanger, 75016, Paris, France and Tribeca Acquisition Corporation (Merger Sub), a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of the Purchaser.
AFFILIATION AGREEMENTAffiliation Agreement • October 19th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • New York
THIS AFFILIATION AGREEMENT (this Agreement) is made effective as of the Effective Date, by and between: (1) TERCICA, INC., a Delaware corporation with its principal office at 2000 Sierra Point Parkway, Suite 400, Brisbane, California 94005, USA (the Company); (2) SURAYPHARM, a Société par Actions Simplifiée organized under the laws of France with its registered address at 42, rue du Docteur Blanche, 75016 Paris, France (the Investor), which is an assignee of Ipsen (as defined below) under the Purchase Agreement (as defined below) and the purchaser of the Shares (as defined therein); and, solely for purposes of Sections 2.7, 2.9, 2.10, 7 and 8 hereof, (3) IPSEN, S.A., a société anonyme organized under the laws of France with its registered address at 42, rue du Docteur Blanche, 75016 Paris, France (Ipsen).
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • July 12th, 2022 • Ipsen, S.A. • Pharmaceutical preparations • Massachusetts
Ipsen Pharma SAS, organized and existing under the laws of France, located at 65 Quai Georges Gorse, 92100 Boulogne-Billancourt, France, represented by Jean-Patrick Hennebelle, VP Global Late Stage Partnering, duly authorized for the purposes of this Agreement (“Ipsen”),
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • January 23rd, 2023 • Ipsen, S.A. • Pharmaceutical preparations
THIS MUTUAL CONFIDENTIALITY AGREEMENT (the “Agreement”) made as of June 10, 2022 (the “Effective Date”), is between Albireo Pharma, Inc., with a main address at 53 State Street, Boston, Massachusetts 02109 (“Albireo”) and Ipsen Pharma SAS with a main address at 65 Quai Georges Gorse, 92100 Boulogne-Billancourt, France (“Other Party”).
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • January 23rd, 2023 • Ipsen, S.A. • Pharmaceutical preparations
THIS MUTUAL CONFIDENTIALITY AGREEMENT (the “Agreement”) made as of January 17, 2022 (the “Effective Date”), is between Albireo Pharma, Inc. (“Albireo”) and Ipsen Bioscience, Inc. (“Ipsen”) and Albireo and Ipsen may be referred to herein individually as a “Party” and collectively as the “Parties”.
CONTINGENT VALUE RIGHTS AGREEMENT By and between IPSEN BIOPHARMACEUTICALS, INC., IPSEN PHARMA SAS and as Rights Agent Dated as of [●], 2023Contingent Value Rights Agreement • January 23rd, 2023 • Ipsen, S.A. • Pharmaceutical preparations • Delaware
CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2023 (this “Agreement”), by and between Ipsen Biopharmaceuticals, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 6.2, Section 6.3, Section 6.4 and Section 6.12, Ipsen Pharma SAS, a French société par actions simplifiée (“Guarantor”), and [●], a [●] [●], as the Rights Agent (the “Rights Agent”), in favor of each person who from time to time holds one or more contingent value rights to receive the Milestone Payment (as defined below) upon the satisfaction of the Milestone (as defined below) during the Milestone Period (as defined below) (each such contingent value right, a “CVR”), subject to the terms and conditions set forth herein.
JOINT FILING AGREEMENTJoint Filing Agreement • March 6th, 2019 • Ipsen, S.A. • Pharmaceutical preparations
Re: Exclusivity AgreementExclusivity Agreement • July 12th, 2022 • Ipsen, S.A. • Pharmaceutical preparations • Delaware
This exclusivity agreement (the “Exclusivity Agreement”) sets forth certain understandings between Ipsen Pharma SAS (“Buyer”) and Epizyme, Inc. (the “Company”) with respect to discussions between the two parties relating to the possible acquisition by Buyer of all of the fully diluted outstanding equity securities of the Company (the “Proposed Transaction”).
Joint Filing AgreementJoint Filing Agreement • July 28th, 2006 • Ipsen, S.A. • Pharmaceutical preparations
The undersigned hereby agree that the Statement on Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 3 is filed on behalf of each of us.
JUNE 4, 2008 BEAUFOUR IPSEN PHARMA, S.A.S. TRIBECA ACQUISITION CORPORATION AND THE STOCKHOLDER NAMED HEREIN VOTING AGREEMENTVoting Agreement • June 9th, 2008 • Ipsen, S.A. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this Agreement), is entered into as of June 4, 2008, by and between the undersigned stockholder (the Stockholder) of Tercica, Inc., a Delaware corporation (the Company), Beaufour Ipsen Pharma, a French société par actions simplifée (the Purchaser), and Tribeca Acquisition Corporation, a newly incorporated Delaware subsidiary of the Purchaser (Merger Sub).
JOINT FILING AGREEMENTJoint Filing Agreement • July 7th, 2022 • Ipsen, S.A. • Pharmaceutical preparations
The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
