UroGen Pharma Ltd. 3,658,537 Ordinary Shares (Par Value NIS 0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2019 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
UROGEN PHARMA LTD. AND , AS WARRANT AGENT FORM OF ORDINARY SHARES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 20th, 2019 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
THIS ORDINARY SHARES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between UROGEN PHARMA LTD., a company organized under the laws of the State of Israel (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
UROGEN PHARMA LTD. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 20th, 2019 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between UROGEN PHARMA LTD., a company organized under the laws of the State of Israel (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTSMUroGen Pharma Ltd. • October 12th, 2018 • Pharmaceutical preparations • New York
UROGEN PHARMA LTD. ORDINARY SHARES SALES AGREEMENTSales Agreement • December 20th, 2019 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
LOAN AGREEMENT Dated as of March 7, 2022 among UROGEN PHARMA, INC. (as Borrower, and a Credit Party), UROGEN PHARMA LTD. (as Parent, and a Credit Party), THE OTHER GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME TO TIME (as additional...Loan Agreement • May 10th, 2022 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of March 7, 2022 (the “Effective Date”) by and among UROGEN PHARMA, INC., a Delaware corporation (as “Borrower” and a Credit Party), UROGEN PHARMA LTD., a company incorporated in Israel with company registration number 513537621 (as “Parent” and a Credit Party), the other Guarantors signatory hereto or otherwise party hereto from time to time, as additional Credit Parties, BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (as a “Lender”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (as a “Lender”), provides the terms on which each Lender shall make, and Borrower shall repay, the Credit Extens
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2023 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 26, 2023, is made by and among UROGEN PHARMA LTD., a company organized under the laws of the State of Israel (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
UroGen Pharma Ltd. (the “Company”) OFFICER INDEMNITY AND EXCULPATION AGREEMENTOfficer Indemnity and Exculpation Agreement • July 13th, 2018 • UroGen Pharma Ltd. • Pharmaceutical preparations
THIS AGREEMENT, dated as of , 2018 is between UroGen Pharma Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and , a director or officer of the Company (the “Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 21st, 2022 • UroGen Pharma Ltd. • Pharmaceutical preparations • New Jersey
This Executive Employment Agreement (the “Agreement”), is hereby made this 20th day of March, 2022 (the “Effective Date”), between UroGen Pharma, Inc., a wholly owned subsidiary (the “Subsidiary”) of UroGen Pharma, Ltd. (the “Parent”, and the Subsidiary and the Parent together, the “Company”), and Dong Kim (the “Executive”) (collectively, the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 28th, 2019 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
This Executive Employment Agreement (the “Agreement”), is hereby made this 3rd day of January, 2019, between UroGen Pharma, Inc., a wholly owned subsidiary (the “Subsidiary”) of UroGen Pharma, Ltd. (the “Parent”, and the Subsidiary and the Parent together, the “Company”), and Elizabeth Barrett (the “Executive”) (collectively, the “Parties”).
LICENSE AGREEMENT between UroGen Pharma, Ltd. and Allergan Pharmaceuticals International Limited Dated as of October 7, 2016License Agreement • April 7th, 2017 • UroGen Pharma Ltd. • Pharmaceutical preparations
This License Agreement (this “Agreement”) is made and entered into as of October 7, 2016 (the “Effective Date”) by and between UroGen Pharma Ltd., a corporation organized under the laws of Israel (“UroGen”) and Allergan Pharmaceuticals International Limited, a corporation organized under the laws of Ireland (“Allergan”). UroGen and Allergan are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • March 2nd, 2020 • UroGen Pharma Ltd. • Pharmaceutical preparations
For the sake of clarity, notwithstanding anything to the contrary, these milestone payments are intended to be made once whether or not there is one Licensed Product or more than one Licensed Product.
September 8, 2020 Peter Pfreundschuh Dear Peter:UroGen Pharma Ltd. • September 9th, 2020 • Pharmaceutical preparations
This letter sets forth the substance of the separation agreement (the “Agreement”) that UroGen Pharma, Inc. (the “Company”) is offering to you to aid in your employment transition, and in accordance with the Executive Employment Agreement between the Company and you, dated July 31, 2018 (the “Employment Agreement”).
Manufacturing & Supply Agreement Between:Supply Agreement • May 10th, 2022 • UroGen Pharma Ltd. • Pharmaceutical preparations
This Manufacturing & Supply Agreement (hereinafter referred to as the “Agreement”) is made on April 24, 2020 (hereinafter referred to as the “Effective Date”) by and between:
AMENDED AND RESTATED LOAN AGREEMENT Dated as of March 13, 2024 among UROGEN PHARMA, INC. (as Borrower, and a Credit Party), UROGEN PHARMA LTD. (as Parent, and a Credit Party), THE OTHER GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME...Guaranty and Security Agreement • March 14th, 2024 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
Amendment #2 to Manufacturing and Supply AgreementAnd Supply Agreement • March 14th, 2024 • UroGen Pharma Ltd. • Pharmaceutical preparations
This Amendment #2 to the Manufacturing & Supply Agreement (“Amendment #2”), effective as off its date of last signature (“Amendment #2 Effective Date”), is by and between UroGen Pharma Ltd., a company organized and existing under the laws of the State of Israel having an address at 9 HaTaasia St., Ra’anana 4365007, Israel (“Customer”) and Cenexi-Laboratoires Thissen S.A., a company incorporated in Belgium,having its registered office at 2-4-6, Rue de la Papyrée, B-1420 Braine-l'Alleud, also acting hereunder on behalf of its Affiliates ("Manufacturer").
PRE-PAID FORWARD CONTRACTForward Contract • May 13th, 2021 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
This PRE-PAID FORWARD CONTRACT, dated as of March 18, 2021 (this “Agreement”), is made and entered into by and between RTW Investments ICAV, an Irish Collective Asset-management Vehicle registered in Ireland as an umbrella fund with segregated liability between sub-funds (the “Payer”), for and on behalf of its sub-fund, RTW Fund 2, and UroGen Pharma Ltd., an Israel corporation with company registration number 513537621 (the “Company”).
LEASE EXTENSION AND MODIFICATION AGREEMENTLease Extension and Modification Agreement • August 11th, 2022 • UroGen Pharma Ltd. • Pharmaceutical preparations
WHEREAS, Landlord and Tenant, entered into a Lease Agreement dated as of October 31, 2019 that is set to expire on January 31, 2023, and Tenant is in possession of the Demised Premises described above; and
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2021 • UroGen Pharma Ltd. • Pharmaceutical preparations
This Amendment No. 2 (this “Second Amendment”) to that certain Executive Employment Agreement, made as of January 23, 2020, as amended, by and between UroGen Pharma Inc., a wholly owned subsidiary (the “Subsidiary”) of UroGen Pharma Ltd. (the “Parent”) (the Subsidiary and the Parent together, the “Company”) and Mark P. Schoenberg, MD (the “Executive”). The Subsidiary, Parent and Executive are collectively referred to in this Second Amendment as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2019 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
This Executive Employment Agreement (the “Agreement”), is hereby made this 5th day of December, 2017, by and among UroGen Pharma, Inc., (the “Company”, a wholly-owned subsidiary of UroGen Pharma, Ltd., the “Parent”), the Parent, and Mark P. Schoenberg, MD (the “Executive”) (collectively, the “Parties”).
UROGEN PHARMA LTD. OMNIBUS AMENDMENT TO EQUITY AWARDSUroGen Pharma Ltd. • May 13th, 2021 • Pharmaceutical preparations
This Omnibus Amendment to those certain Stock Option Agreements and RSU Award Agreements (each as defined below) (this “Amendment”) is entered into by and between ELIZABETH BARRETT and UROGEN PHARMA LTD. (the “Company”), effective as of January 19, 2021 (“Amendment Effective Date”). Capitalized terms used but not defined herein will have the meanings given to them in the respective Equity Awards (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 28th, 2019 • UroGen Pharma Ltd. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”), is hereby made this 17th day of January between UroGen Pharma, Inc., (the “Company”, a wholly-owned subsidiary of UroGen Pharma, Ltd., the "Parent") and Stephen L. Mullennix (the “Executive”, or “you”) (collectively, the “Parties”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 10th, 2023 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated and effective as of June 29, 2023 (the “First Amendment Effective Date”), is made by and among UROGEN PHARMA, INC., a Delaware corporation (as “Borrower” and a Credit Party), UROGEN PHARMA LTD., a company incorporated in Israel with company registration number 513537621 (as “Parent” and a Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (as a “Lender”), and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (as a “Lender”).
LICENSE and SUPPLY AGREEMENTLicense and Supply Agreement • March 14th, 2024 • UroGen Pharma Ltd. • Pharmaceutical preparations • Zürich
This License and Supply Agreement (the “Agreement”) shall enter into force upon the latter date of signature of the Agreement (the “Effective Date”) by and
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2021 • UroGen Pharma Ltd. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to that certain Executive Employment Agreement, effective January 3, 2019, by and between Elizabeth Barrett (the “Executive”) and UroGen Pharma, Inc., a wholly owned subsidiary (the “Subsidiary”) of UroGen Pharma, Ltd. (the “Parent”) (the Subsidiary and the Parent together, the “Company”) is entered into as of this 26th day of January 2021. The Subsidiary, Parent and Executive are collectively referred to in this Amendment as “the Parties.”
March 19, 2020 Stephen Mullennix Dear Stephen:Stock Option Grants • March 23rd, 2020 • UroGen Pharma Ltd. • Pharmaceutical preparations • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that UroGen Pharma, Inc. (the “Company”) is offering to you to aid in your employment transition, and in accordance with the Executive Employment Agreement between the Company and you, dated October 28, 2020 (the “Employment Agreement”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 20th, 2016 • UroGen Pharma Ltd. • Pharmaceutical preparations
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 1st, 2015 (“Effective Date”), by and between TheraCoat Ltd., a limited liability company, incorporated under the laws of the State of Israel (the “Purchaser”), of the first party; and Telormedix SA, a company incorporated under the laws of Switzerland (“Seller”), of the second party (Purchaser and Seller shall be referred to as a “Party” or “Parties”, as applicable).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2021 • UroGen Pharma Ltd. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to that certain Executive Employment Agreement, dated January 23, 2020 by and between Mark P. Schoenberg, MD (“Executive”) and UroGen Pharma, Inc. and UroGen Pharma, Ltd. (collectively, “Company”) is entered into as of this 26th day of January 2021. The Company and Executive are collectively referred to in this Amendment as “the Parties.”
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2021 • UroGen Pharma Ltd. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to that certain Executive Employment Agreement, dated August 12, 2020, by and between Jason Smith (“Executive”) and UroGen Pharma, Inc., a wholly owned subsidiary (the “Subsidiary”) of UroGen Pharma, Ltd. (the “Parent”) (the Subsidiary and the Parent together, the “Company”) is entered into as of this 26th day of January 2021. The Subsidiary, Parent and Executive are collectively referred to in this Amendment as “the Parties.”
ContractManufacturing and Supply Agreement • August 10th, 2023 • UroGen Pharma Ltd. • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 28th, 2019 • UroGen Pharma Ltd. • Pharmaceutical preparations • Nevada
This Separation and Release Agreement (the “Agreement”) is made and entered into by and between UroGen Pharma Ltd. (“Company”) of the first part and Gary S. Titus (“Titus”) of the second part.
LEASE AGREEMENT BETWEENLease Agreement • March 2nd, 2020 • UroGen Pharma Ltd. • Pharmaceutical preparations • New Jersey
This Subordination, Non-Disturbance, Attornment and Estoppel Agreement (“Agreement”) is dated as of the __ day of __________, 20__ and is by and among ______________________, having an address at _____________________________________ (hereinafter called “Lender”); ________________________, having an office at _______________________, New Jersey _________ (hereinafter called “Tenant”); and __________________, a ________ corporation/ limited liability company having an address at _______________________, New Jersey ___________ (hereinafter called “Landlord”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 28th, 2019 • UroGen Pharma Ltd. • Pharmaceutical preparations
This Separation and Release Agreement (the “Agreement”) is made and entered into effective as of January 3, 2019 by and between UroGen Pharma Ltd. (“Company”) of the first part and Ron Bentsur (“Bentsur”) of the second part.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 7th, 2017 • UroGen Pharma Ltd. • Pharmaceutical preparations
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of September 18, 2014, by and among TheraCoat Ltd., a private company incorporated under the laws of the State of Israel of, 13 HaSadna St., P.O. Box 2397, Ra’anana 4365007, Israel (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
UROGEN PHARMA LTD. AMENDMENT NO. 1 TO SALES AGREEMENTSales Agreement • November 9th, 2020 • UroGen Pharma Ltd. • Pharmaceutical preparations • New York
Reference is made to the Sales Agreement, dated as of December 20, 2019 (the “Sales Agreement”), between Cowen and Company, LLC (“Cowen”) and UroGen Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Amendment No. 1 to the Sales Agreement between the Company and Cowen (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. Cowen and the Company hereby agree as follows:
