TRANSITION THERAPEUTICS INC. COMMON shares Having an aggregate offering price of up to US$25 million SALES AGREEMENTSales Agreement • January 6th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • New York
Transition Therapeutics Inc., a corporation organized under the laws of Ontario, Canada (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
ANDRoyalty Agreement • June 5th, 2007 • Transition Therapeutics Inc. • Ontario
BETWEENCollaboration Agreement • June 5th, 2007 • Transition Therapeutics Inc. • New York
3,076,923 Shares TRANSITION THERAPEUTICS INC. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • New York
ContractTransition Therapeutics Inc. • September 15th, 2015 • Medicinal chemicals & botanical products • Ontario
These Warrants shall not be exercisable by the holder, in whole or in part, and Transition Therapeutics Inc. (the Corporation) shall not give effect to any such exercise, if, after giving effect to such exercise, the holder, together with any person or company acting jointly or in concert with the holder (the Joint Actors) would in the aggregate beneficially own, or exercise control or direction over, that number of voting securities of the Corporation which is twenty percent (20%) or greater of the total issued and outstanding voting securities of the Corporation, immediately after giving effect to such exercise, unless and until, subject to Toronto Stock Exchange approval, the shareholders of the Corporation have approved such exercise.
SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • September 15th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • Ontario
COLLABORATION AND LICENSE AGREEMENT by and among TRANSITION THERAPEUTICS INC. and ELI LILLY and COMPANYCollaboration and License Agreement • July 26th, 2013 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products
This Agreement (the “Agreement”), effective as of July 23, 2013 (the “Effective Date”), is entered into by and among Transition Therapeutics Inc., a Canadian corporation, with a place of business at 101 College Street, Suite 220, Toronto, Ontario, M5G 1L7, (hereinafter referred to as “Transition”) and Eli Lilly and Company, an Indiana corporation with a place of business at Lilly Corporate Center, Indianapolis, Indiana, 46285 (“Lilly”). Transition and Lilly may be referred to herein individually as a “Party” or collectively as the “Parties”. Reference to a Party shall be deemed to include that Party’s Affiliates.
SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement for Units • September 11th, 2013 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • Ontario
The undersigned (hereinafter referred to as the Subscriber) hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation (Units) set forth below for the aggregate subscription price set forth below (the Aggregate Subscription Price), representing a subscription price of US$4.19 per Unit, upon and subject to the terms and conditions set forth in "Terms and Conditions of Subscription for Units of Transition Therapeutics" attached hereto (together with the face pages and the attached Exhibits, the Subscription Agreement). Each Unit consists of (i) one common share in the capital of the Corporation (a Common Share), (ii) 0.325 Common Share purchase warrant with a purchase price of US$4.60 per whole Warrant (the 460 Warrants), and (iii) 0.400 Common Share purchase warrant with a purchase price of US$6.50 per whole Warrant (the 650 Warrants and collectively with the 460 Warrants, the Warrants), with each whole Warrant entitling the holder thereof to purchas
CONSENT TO ASSIGNMENTTransition Therapeutics Inc. • March 18th, 2008 • Medicinal chemicals & botanical products
SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • September 15th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • Ontario
The undersigned (hereinafter referred to as the Subscriber) hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation (Units) set forth below for the aggregate subscription price set forth below (the Aggregate Subscription Price), representing a subscription price of US$5.32 per Unit, upon and subject to the terms and conditions set forth in "Terms and Conditions of Subscription for Units of Transition Therapeutics" attached hereto (together with the face pages and the attached Exhibits, the Subscription Agreement). Each Unit consists of (i) one common share in the capital of the Corporation (a Common Share) and (ii) 0.61 Common Share purchase warrant with a purchase price of US$7.10 per whole Warrant (a Warrant), with each whole Warrant entitling the holder thereof to purchase one Common Share for a period of twenty four months from the Closing Date (as defined herein).
COLLABORATION AGREEMENT Between WARATAH PHARMACEUTICALS INC. And ELAN PHARMA INTERNATIONAL LIMITED September 25, 2006Collaboration Agreement • March 18th, 2008 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • New York
This COLLABORATION AGREEMENT (this “Agreement”) is entered into as of September 25, 2006, by and between Waratah Pharmaceuticals Inc. a company with offices at Suite 220, 101 College Street, Toronto, Ontario, M5G 1L7 (“WARATAH”), and Elan Pharma International Limited, a private company limited by shares organized under the laws of Ireland with offices at Monksland, Athlone, County Westmeath, Ireland (“ELAN”). Each of ELAN and WARATAH is sometimes referred to individually herein as a “Party” and are sometimes referred to collectively as the “Parties.”
PURCHASE AND SALE AGREEMENT by and among ELAN PHARMA INTERNATIONAL LIMITED, TRANSITION THERAPEUTICS INC. and, solely for the limited purposes of Section 6.4(b), Section 6.6(e) and ARTICLE VII, PERRIGO COMPANY PLCPurchase and Sale Agreement • September 15th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • New York
LICENSE AGREEMENT by and among TRANSITION THERAPEUTICS IRELAND LIMITED and ELI LILLY and COMPANY LICENSE AGREEMENTLicense Agreement • May 11th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • New York
This Agreement (the “Agreement”), effective as of May 5, 2015 (the “Effective Date”), is entered into by and among Transition Therapeutics Ireland Limited, an Irish company with its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 Ireland (hereinafter referred to as “Transition”) and Eli Lilly and Company, an Indiana corporation with a place of business at Lilly Corporate Center, Indianapolis, Indiana, 46285 (“Lilly”). Transition and Lilly may be referred to herein individually as a “Party” or collectively as the “Parties”. Reference to a Party shall be deemed to include that Party’s Affiliates.
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTExclusive License and Collaboration Agreement • March 28th, 2008 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products
This Agreement (the “Agreement”), effective as of March 13th , 2008 (the “Effective Date”), is entered into by and among Waratah Pharmaceuticals Inc., a Canadian corporation, with a place of business at 101 College Street, Suite 220, Toronto, Ontario, M5G 1L7, a wholly owned subsidiary of Transition Therapeutics Inc., (hereinafter collectively referred to as “Transition”) and Eli Lilly and Company, an Indiana corporation with a place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”). Transition and Lilly may be referred to herein individually as a “Party” or collectively as the “Parties.” Reference to a Party shall be deemed to include that Party’s Affiliates.
ContractTransition Therapeutics Inc. • June 21st, 2013 • Medicinal chemicals & botanical products
in relation to a Collaboration and License Agreement between Lilly and Transition with an effective date February 25, 2010 (“Agreement). A copy of the Agreement is attached hereto and incorporated herein by reference.
SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • September 11th, 2013 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • Ontario
LICENSE AGREEMENTLicense Agreement • September 20th, 2007 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • New York
between Novo Nordisk A/S, a Danish public limited company with its principal place of business at Novo Allé, DK-2880 Bagsvaerd, Denmark (hereinafter referred to as “NN”) and Transition Therapeutics, Inc., an Ontario company with its principal place of business at 415 Yonge Street, Toronto, Ontario, Canada and Waratah Pharmaceuticals Inc., a Canadian company with its principal place of business at 415 Yonge Street, Toronto, Ontario, Canada (hereinafter collectively referred to as “TT”). NN and TT are hereinafter also referred to individually as “Party” and collectively as “Parties.”
MILESTONE, ROYALTY AND SUBLICENSING FEE DEEDMilestone, Royalty and Sublicensing Fee Deed • September 15th, 2015 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • New York
This MILESTONE, ROYALTY AND SUBLICENSING FEE deed (this “Deed”) is made and entered into as of February 27, 2014, by and between Elan Pharma International Limited, a private limited company incorporated in Ireland (“EPIL”), and Elan Science Ten Limited, a private limited company incorporated in Ireland (the “Company”). EPIL and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used in this Deed have the meanings ascribed to them in ARTICLE IV.
LICENSE AGREEMENTLicense Agreement • March 18th, 2008 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products • Ontario
THIS AGREEMENT is entered into as of May 28, 2003 (the “Effective Date”) by and between ELLIPSIS BIOTHERAPEUTICS CORP. (“Ellipsis”), having its principal offices at 700 Bay St. Suite 2101, Toronto, ON M5G 1Z6 and JOANNE MCLAURIN, PHD (“the Licensor”), of 181 Mortimer Avenue, Toronto, ON, M4J 2C4. Ellipsis and the Licensor will be individually referred to as a “Party,” and collectively as the “Parties.”
COLLABORATION AGREEMENT AMENDMENT NUMBER THREECollaboration Agreement • September 19th, 2011 • Transition Therapeutics Inc. • Medicinal chemicals & botanical products
THIS COLLABORATION AGREEMENT AMENDMENT NUMBER THREE (the “Amendment”) is effective as of December 26, 2010 (“Amendment Effective Date”) by and between Waratah Pharmaceuticals Inc., a company with offices at Suite 220, 101 College Street, Toronto, Ontario, M5G 1L7 (“Waratah”) and Elan Pharma International Limited, a private company limited by shares organized under the laws of Ireland with offices at Monksland, Athlone, County Westmeath, Ireland (“Elan”).
