56,700,000 Shares Esperion Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2024 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
Introductory. Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 56,700,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 56,700,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 8,505,000 Shares as provided in Section 2. The additional 8,505,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional under
ESPERION THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Subordinated Debt SecuritiesIndenture • August 3rd, 2021 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], among ESPERION THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2023 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2023, between Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ESPERION THERAPEUTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 16, 2020 4.00% Convertible Senior Subordinated Notes due 2025Indenture • November 16th, 2020 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of November 16, 2020, between ESPERION THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ESPERION THERAPEUTICS, INC.Esperion Therapeutics, Inc. • March 22nd, 2023 • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT Esperion Therapeutics, Inc. 3,100,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 10th, 2017 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,100,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 465,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
•] Shares Esperion Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT Esperion Therapeutics, Inc.Common Stock Purchase • March 22nd, 2023 • Esperion Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANTEsperion Therapeutics, Inc. • December 7th, 2021 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 7, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESPERION THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ESPERION THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
HDL THERAPEUTICS, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 28th day of April 2008, by and among HDL Therapeutics, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
Esperion Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • February 21st, 2023 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • August 3rd, 2021 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $250,000,000 on the terms set forth in this agreement (this “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2022 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Michigan
This Employment Agreement (“Agreement”) is made as of the 16th day of November, 2022, by and between Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), and Benjamin Halladay (the “Executive”). Except with respect to the Restrictive Covenants (as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein.
Esperion Therapeutics, Inc. 32,142,858 Shares of Common Stock (par value $0.001 per share) No Pre-Funded Warrants to Purchase Shares of Common Stock and Warrants to Purchase 32,142,858 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 7th, 2021 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
Esperion Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of (a) 32,142,858 shares of its common stock, par value $0.001 per share (the “Shares”), and (b) no pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock, as such term is defined herein, at an exercise price of $0.01 per share and (ii) common stock warrants to purchase 32,142,858 shares of Common Stock (the “Common Warrants”). The 32,142,858 Shares to be sold by the Company are called the “Firm Shares” and, collectively with the Pre-Funded Warrants and the Common Warrants, the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,821,428 Shares (collectively, the “Optional Shares”) and/or Common Warrants to purchase up to an aggregate of 4,821,428 shares of Common Stock (the
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between ESPERION THERAPEUTICS, INC., a Delaware corporation (the “Company”) and ROGER NEWTON (“Executive”) is made and entered into on December 4, 2012 to be effective as of December 10, 2012 (the “Effective Date”).
WARRANT TO PURCHASE PREFERRED STOCKEsperion Therapeutics, Inc. • May 14th, 2013 • Pharmaceutical preparations • Michigan
This Warrant is being issued as one of a series of warrants pursuant to the terms of the Convertible Note and Warrant Purchase Agreement, dated as of September 4, 2012, by and among the Company and the purchasers therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement. Unless indicated otherwise, the number and type of shares of capital stock of the Company that Holder may purchase by exercising this Warrant is as follows:
REVENUE INTEREST PURCHASE AGREEMENT dated as of June 26, 2019 among ESPERION THERAPEUTICS, INC., the Purchasers from time to time party hereto and Eiger III SA LLC, as Purchaser AgentRevenue Interest Purchase Agreement • June 26th, 2019 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
This REVENUE INTEREST PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of June 26, 2019, by and among Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), the Purchasers from time to time party hereto (each, a “Purchaser” and collectively, the “Purchasers”) and Eiger III SA LLC, as collateral agent and administrative agent for the Purchasers (the “Purchaser Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2014 • Esperion Therapeutics, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 30, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ESPERION THERAPEUTICS, INC., a Delaware corporation with an office located at 3891 Ranchero Drive, Suite 150, Ann Arbor, MI 48108 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
HDL THERAPEUTICS, INC. REGISTRATION RIGHTS AND SECURITYHOLDER AGREEMENTRegistration Rights and Securityholder Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AND SECURITYHOLDER AGREEMENT (the “Agreement”) is entered into as of the 28th day of April 2008, by and between HDL Therapeutics, Inc., a Delaware corporation (the “Company”) and Pfizer, Inc., referred to hereinafter as “Investor.”
LICENSE AGREEMENT between PFIZER, INC. and ESPERION THERAPEUTICS, INC.License Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”), dated as of April 28, 2008 (the “Effective Date”), as amended on November 17, 2010, is by and between Esperion Therapeutics, Inc., a Delaware corporation (“Esperion”), and Pfizer, Inc., a Delaware corporation (“Pfizer”). Esperion and Pfizer are individually referred to herein as a “Party”, and collectively referred to herein as the “Parties”.
FIRST AMENDMENT TO LEASELease • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Michigan
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AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1 to Investor Rights Agreement (this “Amendment”) is made as of April 11, 2013, by and among Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), those certain Key Holders of the Company’s Common Stock listed on the signature pages hereto (the “Key Holders”) and the Investors listed on the signature pages hereto (the “Investors”).
January 13, 2012 BY EMAIL Noah Rosenberg, M.D. ADDRESS Re: Executive Employment Agreement Dear Noah:Esperion Therapeutics, Inc. • May 14th, 2013 • Pharmaceutical preparations • Michigan
On behalf of Esperion Therapeutics, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Medical Officer (“CMO”). The terms and conditions of your employment are set forth in this Executive Employment Agreement (“Agreement”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT...License and Collaboration Agreement • August 10th, 2020 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of April 17, 2020 (the “Effective Date”), is entered into by and between Otsuka Pharmaceutical Co., Ltd., a corporation organized and existing under the laws of Japan (“Otsuka”) and Esperion Therapeutics, Inc., a corporation organized and existing under the laws of the state of Delaware, United States (“Esperion”).
December 8, 2016 Roger Newton Re: Scientific Advisor Agreement Dear Roger:Esperion Therapeutics, Inc. • December 9th, 2016 • Pharmaceutical preparations • Michigan
This letter agreement documents our understanding regarding your decision to transition into a new role at Esperion Therapeutics, Inc. (the “Company”). We appreciate your contributions and we share your desire for a smooth and mutually beneficial transition plan. With that in mind, by signing below you and the Company agree as follows:
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT...License and Collaboration Agreement • February 28th, 2019 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of January 2, 2019 (the “Effective Date”), is entered into by and between Daiichi Sankyo Europe GmbH, a corporation organized and existing under the laws of Germany (“DSE”) and Esperion Therapeutics, Inc., a corporation organized and existing under the laws of the state of Delaware (“Esperion”).
February 26, 2014 BY HAND DELIVERY Noah Rosenberg, M.D. Re: Transitional Services Agreement Dear Noah,Esperion Therapeutics, Inc. • February 28th, 2014 • Pharmaceutical preparations • Michigan
This document follows our recent discussions about your transition from Esperion Therapeutics, Inc. (“Esperion” or the “Company”). If signed and not revoked, this Transitional Services Agreement (the “Agreement”) will become a binding agreement between you and the Company and will fully supersede other agreements or understanding between you and the Company relating to the terms and conditions of your employment, including without limitation, your employment letter agreement dated January 13, 2012 (the “Employment Agreement”), provided your obligations under the Employee Noncompetition, Nonsolicitation Confidential and Assignment Agreement you entered into in connection with the Employment Agreement (the “Noncompetition Agreement”) shall continue to be in full force and effect except to the extent specifically modified by this Agreement.
2ND AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT by and between DAIICHI SANKYO EUROPE GMBH and ESPERION THERAPEUTICS, INC. March 19th, 2021License and Collaboration Agreement • May 4th, 2021 • Esperion Therapeutics, Inc. • Pharmaceutical preparations
This 2nd AMENDMENT to the LICENSE AND COLLABORATION AGREEMENT (this “2nd Amendment”), entered into as of March 19th, 2021 (“2nd Amendment Effective Date”), is by and between Daiichi Sankyo Europe GmbH, a corporation organized and existing under the laws of Germany (“DSE”) and Esperion Therapeutics, Inc., a corporation organized and existing under the laws of the state of Delaware (“Esperion”).
ContractEsperion Therapeutics, Inc. • July 2nd, 2014 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
TERMINATION AGREEMENTTermination Agreement • December 3rd, 2015 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Michigan
This TERMINATION AGREEMENT (this “AGREEMENT”) is made as of the 2nd day of December, 2015 (the “Effective Date”) by and between MICHIGAN LAND BANK FAST TRACK AUTHORITY (“Landlord”) and ESPERION THERAPEUTICS, INC. (“Tenant”).
Esperion Therapeutics, Inc. 4.00% Convertible Senior Subordinated Notes due 2025Exchange Agreement • October 25th, 2021 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT...License and Collaboration Agreement • August 3rd, 2021 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of April 26, 2021 (the “Effective Date”), is entered into by and between Daiichi Sankyo Company, Limited, a company organized and existing under the laws of Japan (“DS”) and Esperion Therapeutics, Inc., a corporation organized and existing under the laws of the state of Delaware (“Esperion”).
VALLEY RANCH BUSINESS PARK LEASEEsperion Therapeutics, Inc. • February 7th, 2014 • Pharmaceutical preparations
