IRONWOOD PHARMACEUTICALS, INC. 13,725,500 Shares of Class A common stock Underwriting AgreementIronwood Pharmaceuticals Inc • February 12th, 2014 • Pharmaceutical preparations • New York
Ironwood Pharmaceuticals, 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 13,725,500 shares of Class A common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,058,825 shares of Class A 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 Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
IRONWOOD PHARMACEUTICALS, INC. Shares of Series A Common Stock Underwriting AgreementUnderwriting Agreement • January 29th, 2010 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
JPMorgan Chase Bank, National Association New York BranchLetter Agreement • August 13th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
To: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, Massachusetts, 02142 Attention: General Counsel Telephone No.: (617) 621-7722 Facsimile No.: (617) 588-0623
Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC New York, NY 10010Ironwood Pharmaceuticals Inc • August 13th, 2019 • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse Capital LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”) and Ironwood Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.
INDENTURE dated as of January 4, 2013 by and between IRONWOOD PHARMACEUTICALS, INC., a Delaware corporation, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the Notes...Indenture • January 8th, 2013 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
This INDENTURE, dated as of January 4, 2013, is by and between IRONWOOD PHARMACEUTICALS, INC., a Delaware corporation, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the Notes described herein and as Operating Bank.
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandIronwood Pharmaceuticals Inc • August 7th, 2015 • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Ironwood Pharmaceutical, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandIronwood Pharmaceuticals Inc • August 7th, 2015 • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Ironwood Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2009 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2009, by and between Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”).
IRONWOOD PHARMACEUTICALS, INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • December 1st, 2021 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Executive Severance Agreement (this “Agreement”) is made as of the day of [ ] (the “Effective Date”) by and between Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (the “Executive”).
EMPLOYEE MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019Employee Matters Agreement • April 4th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 30, 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned subsidiary of Ironwood. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of March 30, 2019 (the “Separation Agreement”).
SEPARATION AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019Separation Agreement • April 4th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This SEPARATION AGREEMENT (this “Agreement”), dated as of March 30, 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned Subsidiary of Ironwood. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.
IRONWOOD PHARMACEUTICALS, INC. Purchase AgreementPurchase Agreement • June 15th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $300,000,000 aggregate principal amount of its 2.25% Convertible Senior Notes due 2022 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $45,000,000 aggregate principal amount of its 2.25% Convertible Senior Notes due 2022 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such Option Securities pursuant to the terms of Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”.
TAX MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019Tax Matters Agreement • April 4th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of March 30, 2019, by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and wholly owned Subsidiary of Ironwood. (Ironwood and Cyclerion are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).
TRANSACTION AGREEMENTTransaction Agreement • May 22nd, 2023 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
TRANSACTION AGREEMENT (this “Agreement”), dated as of May 21, 2023, by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and VectivBio Holding AG, a corporation limited by shares organized under the laws of Switzerland (the “Company”).
CREDIT AGREEMENT dated as of May 21, 2023 by and among IRONWOOD PHARMACEUTICALS, INC., as Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and as Collateral Agent CITIZENS BANK, N.A., as Co- Administrative Agent and THE...Credit Agreement • May 22nd, 2023 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of May 21, 2023, by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Wells Fargo Bank, National Association, as administrative agent under the Loan Documents (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent under the Loan Documents (in such capacity, including any successor thereto, the “Collateral Agent”), each Issuing Bank from time to time party hereto, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein are defined as set forth in Section 1.01.
Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629Ironwood Pharmaceuticals Inc • August 7th, 2015 • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Ironwood Pharmaceutical, Inc. (“Company”) to Credit Suisse Capital LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”) as its agent, as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.
LICENSE AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and ASTELLAS PHARMA INC. November 10, 2009License Agreement • February 2nd, 2010 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is entered into on this 10th day of November, 2009 (the “Effective Date”), by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Ironwood”) and Astellas Pharma Inc., a corporation organized under the laws of Japan (“Astellas”). Ironwood and Astellas may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
HEALTHCARE PROVIDER CONSULTING AGREEMENTHealthcare Provider Consulting Agreement • May 6th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS HEALTHCARE PROVIDER CONSULTING AGREEMENT (together with its Business Terms Exhibit, the “Agreement”) made as of December 3, 2014 (the “Effective Date”) is between Ironwood Pharmaceuticals, Inc., a Delaware corporation having an address at 301 Binney Street, Cambridge, MA 02142 (“Ironwood”), Lawrence S. Olanoff, M.D., PhD. and having an address at 7 Greensward Rd., Kiawah Island, SC 29455 (“Consultant”). Ironwood desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide Consulting Services (defined below) to Ironwood, all as provided in this Agreement.
IRONWOOD PHARMACEUTICALS, INC. and [ ], as Trustee INDENTURE Dated as of [ ], [ ]Ironwood Pharmaceuticals Inc • November 9th, 2023 • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], [ ] by and between Ironwood Pharmaceuticals, Inc., a Delaware corporation, as Issuer (the “Company”) and [ ], as Trustee (the “Trustee”).
RESTRICTED STOCK AGREEMENT IRONWOOD PHARMACEUTICALS, INC.Restricted Stock Agreement • February 18th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT made as of the [·] day of [·] (the “Grant Date”), between Ironwood Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and [·] (the “Participant”).
LICENSE AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and LABORATORIOS ALMIRALL, S.A. April 30, 2009License Agreement • February 2nd, 2010 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is entered into on this 30th day of April, 2009 (the “Effective Date”), by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Ironwood”) and Laboratorios Almirall, S.A., a corporation organized under the laws of Spain (“Partner”). Ironwood and Partner may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
COLLABORATION AGREEMENTMaster Collaboration Agreement • February 2nd, 2010 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
Type of Securities: 2,083,334 shares of the Company’s common stock, at $12.00 per share, as may be adjusted pursuant to Section 5.2.2 of the Collaboration Agreement dated September 12, 2007, by and between the Company and the Purchaser, the “Collaboration Agreement”).
VECTIVBIO HOLDING AG NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • May 31st, 2023 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
This Non-Disclosure Agreement (this "Agreement") is entered into between VectivBio Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland, having its registered office at Aeschenvorstadt 36, 4051 Basel, Switzerland, and registered with the commercial register of the Canton of Basel-Stadt under the company identification number CHE-289.024.902 (the "Company") and Ironwood Pharmaceuticals, Inc. (the "Recipient") as of March 29, 2023 (the "Effective Date"), to protect the confidentiality of certain confidential information of the Company to be disclosed to the Recipient solely for use in evaluating, pursuing and, if applicable, consummating a business relationship with the Company (the "Permitted Use").
IRONWOOD PHARMACEUTICALS, INC. AMENDED & RESTATED EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • May 6th, 2020 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Amended & Restated Executive Severance Agreement (this “Agreement”) is made as of February 26, 2019 (the “Effective Date” by and between Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Company” and Halley Gilbert (the “Executive”)
100 SUMMER STREET BOSTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN MA-100 SUMMER STREET OWNER, L.L.C., a Delaware limited liability company (“LANDLORD”) AND IRONWOOD PHARMACEUTICALS, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • June 13th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
plans for the Initial Alterations, the cost of city permits, and for hard costs in connection with the Initial Alterations), provided that Tenant provides Landlord with the documentation set forth in this Section 1.02 below relating to the Initial Alterations by December 31, 2020, and/or (ii) up to $572,557.05 (i.e., $14.55 per rentable square foot of the Premises) of the Allowance (or a portion thereof) against FF&E Costs (defined below), Moving Costs (defined below), and/or Cabling Costs (defined below), provided that Tenant provides Landlord with the documentation set forth in Section 1.03 below relating to the FF&E Costs Moving Costs and/or Cabling Costs by December 31, 2020, and/or (iii) up to $196,755.00 (i.e., $5.00 per rentable square foot of the Premises) of the Allowance (or a portion thereof) against the monthly installments of Base Rent next becoming due under the Lease provided that Tenant provides Landlord with written notice of Tenant’s election to apply the Allowance (o
THIRD AMENDMENT TO COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • February 7th, 2014 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
This Third Amendment to Commercial Supply Agreement (this “Amendment”) is entered into this 26th day of November, 2013 (the “Effective Date”) by and between Corden Pharma Colorado, Inc. (“CPC”), a Delaware corporation and successor in interest to Roche Colorado Corporation, with principal offices at 2075 N. 55th Street, Boulder, Colorado 80301-2803, Ironwood Pharmaceuticals, Inc., with principal offices at 301 Binney Street, Cambridge, MA 02142, and Forest Laboratories, Inc., with principal offices at 909 Third Avenue, New York, NY 10022.
Ironwood Pharmaceuticals, Inc. Amended and Restated 2019 Equity Incentive Plan Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • November 9th, 2023 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
This agreement (this “Restricted Stock Unit Award Agreement”), including any additional terms and conditions for the Participant’s country set forth in the appendix attached hereto (the “Appendix” and together with the Restricted Stock Unit Award Agreement, the “Agreement”), evidences an award (the “Award”) of restricted stock units granted by Ironwood Pharmaceuticals, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Ironwood Pharmaceuticals, Inc. Amended and Restated 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
FOURTH AMENDMENT TO LEASEFourth • March 30th, 2011 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 3rd day of February, 2011 (the “Execution Date”), by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord,” as successor-in-interest to Rogers Street, LLC (“Original Landlord”)), and IRONWOOD PHARMACEUTICALS, INC., a Delaware corporation (formerly known as Microbia, Inc.) (“Tenant”).
AMENDMENT NO. 2 TO COLLABORATION AGREEMENTCollaboration Agreement • February 21st, 2013 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
This AMENDMENT NO. 2 TO THE COLLABORATION AGREEMENT (the “Amendment”) is entered into and effective on this 8th day of January, 2013 (the “Second Amendment Effective Date”), by and between Ironwood Pharmaceuticals, Inc. a Delaware corporation (formerly Microbia, Inc.) (“Ironwood”) and Forest Laboratories, Inc. (“Forest”). Ironwood and Forest may each be referred to herein individually as a “Party” and collectively as the “Parties.”
MICROBIA, INC.Ironwood Pharmaceuticals Inc • December 23rd, 2009 • Pharmaceutical preparations • Massachusetts
Ironwood Pharmaceuticals, Inc. 2019 Equity Incentive Plan Non-Employee Director Restricted Stock AgreementRestricted Stock Agreement • July 30th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Ironwood Pharmaceuticals, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Ironwood Pharmaceuticals, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Ironwood Pharmaceuticals, Inc.And • November 6th, 2020 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], [ ] by and between Ironwood Pharmaceuticals, Inc., a Delaware corporation, as Issuer (the “Company”) and U.S. Bank National Association, as Trustee (the “Trustee”).
COMMERCIAL SUPPLY AGREEMENT regarding Linaclotide (MD-1100) among PolyPeptide Laboratories, Inc. 365 Maple Ave, Torrance CA 90503 and PolyPeptide Laboratories (SWEDEN) AB PO Box 30089 SE20061 LIMHAMN SWEDEN and Ironwood Pharmaceuticals, Inc. 320 Bent...Commercial Supply Agreement • August 10th, 2010 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
This Agreement is entered into on the 23rd day of June, 2010 (the “Effective Date”), among PolyPeptide Laboratories Inc., a Delaware corporation with its principal offices at 365 Maple Avenue, Torrance, CA 90503, USA (“PPL Inc.”) and PolyPeptide Laboratories AB, a Swedish corporation having a place of business at PO Box 30089, SE-20061 LIMHAMN, Sweden (“PPL AB”) (PPL Inc. and PPL AB are hereinafter jointly referred to as POLYPEPTIDE), and Ironwood Pharmaceuticals, Inc., a Delaware corporation with its principal offices at 320 Bent Street, Cambridge, MA 02141 (“IRONWOOD”) and Forest Laboratories, Inc., a Delaware corporation with its principal offices at 909 Third Avenue, New York, New York 10022 (“FOREST”) (IRONWOOD and FOREST are hereinafter jointly referred to as “CUSTOMER”).
Ironwood Pharmaceuticals, Inc. 2019 Equity Incentive Plan Performance-Based Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • May 6th, 2020 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
This agreement (including any exhibits hereto, this “Agreement”) evidences an award (the “Award”) of performance-based restricted stock units (the “PSUs”) granted by Ironwood Pharmaceuticals, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Ironwood Pharmaceuticals, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
INDENTURE dated as of September 23, 2016 by and between IRONWOOD PHARMACEUTICALS, INC., a Delaware corporation, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the...Indenture • September 26th, 2016 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
This INDENTURE, dated as of September 23, 2016, is by and between IRONWOOD PHARMACEUTICALS, INC., a Delaware corporation, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the Notes described herein and as Operating Bank.
