ZEALAND PHARMA A/S AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • August 3rd, 2017 • Zealand Pharma a/S • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of , 2017 among ZEALAND PHARMA A/S, a company incorporated under the laws of the Kingdom of Denmark (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDENTURE dated as of December 11, 2014 by and between ZP SPV 1 K/S, a limited partnership organized under the laws of Denmark, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial...Indenture • July 6th, 2017 • Zealand Pharma a/S • Pharmaceutical preparations • New York
This INDENTURE, dated as of December 11, 2014, is by and between ZP SPV 1 K/S, a limited partnership organized under the laws of Denmark, 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.
LICENSE AND COLLABORATION AGREEMENT BETWEEN BOEHRINGER INGELHEIM INTERNATIONAL GMBH AND ZEALAND PHARMA A/S [***] BI Contract No.: 43059374License and Collaboration Agreement • July 6th, 2017 • Zealand Pharma a/S • Pharmaceutical preparations
This License and Collaboration Agreement (the “Agreement”) effective as of July 28, 2014 (the “Effective Date”) is entered into by and between Zealand Pharma A/S (“Zealand Pharma”), Smedeland 36, 2600 Glostrup, Denmark (VAT-ID No: DK 20 04 50 78) and Boehringer Ingelheim International GmbH (“BI”), Binger Strasse 173, 55216 Ingelheim am Rhein, Germany (VAT-ID No: DE 811138149). Zealand Pharma and BI may hereinafter also be referred to individually as a “Party” or collectively as the “Parties.”
STRICTLY CONFIDENTIAL - LEGAL PRIVILEGEAgreement on Warrants • October 4th, 2021 • Zealand Pharma a/S • Pharmaceutical preparations
LICENSE AGREEMENT by and between Zealand Pharma A/S and Aventis Pharma Deutschland GmbH Execution VersionLicense Agreement • July 6th, 2017 • Zealand Pharma a/S • Pharmaceutical preparations
[***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions.
LICENSE AGREEMENT BETWEEN ZEALAND PHARMA A/S AND HELSINN HEALTHCARE SALicense Agreement • July 6th, 2017 • Zealand Pharma a/S • Pharmaceutical preparations • England and Wales
[***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions.
STRICTLY CONFIDENTIALZealand Pharma a/S • July 6th, 2017 • Pharmaceutical preparations
OMNIBUS AMENDMENTOmnibus Amendment • July 6th, 2017 • Zealand Pharma a/S • Pharmaceutical preparations • New York
This OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of March 15, 2017 by and among (i) ZP SPV 1 K/S, a limited partnership registered under the laws of Denmark (the “Issuer”), (ii) U.S. Bank National Association, a national banking association (the “Trustee”), (iii) Athyrium Opportunities Fund (A) LP, a Delaware limited partnership (“AOF A”), (iv) Athyrium Opportunities Fund (B) LP, a Delaware limited partnership (“AOF B”), (v) Athyrium Opportunities II Acquisition LP, a Delaware limited partnership (“AOF II”, and together with AOF A and AOF B, the “Noteholders”), (vi) Zealand Pharma A/S, a company registered under the laws of Denmark (“Zealand Parent”), (vii) ZP Holding SPV K/S, a limited partnership registered under the laws of Denmark (the “Master SPV”), (viii) ZP General Partner 1 ApS, a limited liability company registered under the laws of Denmark (“General Partner 1”) and (ix) ZP General Partner 2 ApS, a limited liability company registered under the laws of De
NOTE PURCHASE AGREEMENT dated as of December 13, 2021 among ZEALAND PHARMA US, INC. as Issuer, ZEALAND PHARMA A/S as Parent, THE OTHER OBLIGORS PARTY HERETO, THE PURCHASERS PARTY HERETO, and ZOOLANDER SA LLC as Purchaser AgentNote Purchaser Agreement • April 5th, 2022 • Zealand Pharma a/S • Pharmaceutical preparations • New York
THIS NOTE PURCHASE AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) is made and dated as of December 13, 2021 (the “Effective Date”) among the Purchasers listed on Schedule 1.1 hereof or otherwise a party hereto from time to time (each a “Purchaser” and collectively, the “Purchasers”), Zoolander SA LLC, a Delaware limited liability company, as agent for the Purchasers (in such capacity, “Purchaser Agent”), Zealand Pharma US, Inc., a Delaware corporation (“Issuer”), Zealand Pharma A/S, a public limited liability company (in Danish: aktieselskab) organized under the laws of the Kingdom of Denmark (“Parent”), and the other Obligors from time to time party hereto. The parties agree as follows:
ELAN CORPORATION, PLC ELAN PHARMA INTERNATIONAL LIMITED ELAN INTERNATIONAL SERVICES LTD SHIPROCK HOLDINGS (BERMUDA) LIMITED BETACURE HOLDING A/S ZEALAND PHARMA A/S BETACURE AND MONKSLAND HOLDINGS B.V. TERMINATION AGREEMENT McCann FitzGerald Solicitors...Termination Agreement • July 6th, 2017 • Zealand Pharma a/S • Pharmaceutical preparations
IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, IT IS HEREBY AGREED AS FOLLOWS:
STRICTLY CONFIDENTIALZealand Pharma a/S • July 6th, 2017 • Pharmaceutical preparations • New York
Affiliate means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the specified Person.
STRICTLY CONFIDENTIAL - LEGAL PRIVILEGEZealand Pharma a/S • October 4th, 2021 • Pharmaceutical preparations
STRICTLY CONFIDENTIAL Agreement on restricted share unitSAgreement • October 4th, 2021 • Zealand Pharma a/S • Pharmaceutical preparations
Acceptance of Restricted Stock Units AwardAward Agreement • May 26th, 2022 • Zealand Pharma a/S • Pharmaceutical preparations
You are hereby invited to participate in Zealand’s 2022 RSU plan for Board of Directors, and receive an Award of Restricted Stock Units, subject to the terms and conditions as set out below in the Award Agreement.
PURCHASE AND SALE AGREEMENT dated as of September 6, 2018 among ZP HOLDING SPV K/S, ZP SPV 1 K/S, ZEALAND PHARMA A/S and ROYALTY PHARMA INVESTMENTS ICAVPurchase and Sale Agreement • March 15th, 2019 • Zealand Pharma a/S • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT (this “Purchase and Sale Agreement”) dated as of September 6, 2018 is by and among ZP Holding SPV K/S, a limited partnership registered under the law of Denmark (“Master SPV Seller”), ZP SPV 1 K/S, a limited partnership registered under the laws of Denmark (the “Sub SPV Seller,” and, together with the Master SPV Seller, the “Sellers”), Zealand Pharma A/S, a public limited company organized under the laws of Denmark (“Zealand,” and, together with the Sellers, the “Seller Group”), and Royalty Pharma Investments ICAV, an Irish Collective Asset-Management Vehicle (the “Purchaser”). Capitalized terms used herein have the meaning ascribed thereto in Article I, unless otherwise specified.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. SHARE PURCHASE AGREEMENT...Share Purchase Agreement • March 13th, 2020 • Zealand Pharma a/S • Pharmaceutical preparations • Ontario
Acceptance of Restricted Stock Units AwardAward Agreement • October 4th, 2021 • Zealand Pharma a/S • Pharmaceutical preparations
You are hereby invited to participate in Zealand’s 2021 RSU plan for Corporate Management, and receive an Award of Restricted Stock Units, subject to the terms and conditions as set out below in the Award Agreement.
Acceptance Of Restricted Stock Units AwardAward Agreement • October 4th, 2021 • Zealand Pharma a/S • Pharmaceutical preparations
You are hereby invited to participate in Zealand’s 2021 RSU plan for employees in the United States, and receive an Award of Restricted Stock Units, subject to the terms and conditions as set out below in the Award Agreement.
LICENSE AND COLLABORATION AGREEMENT BETWEEN BOEHRINGER INGELHEIM INTERNATIONAL GMBH AND ZEALAND PHARMA A/S BI Contract No.: 43037553 CONFIDENTIALLicense and Collaboration Agreement • July 6th, 2017 • Zealand Pharma a/S • Pharmaceutical preparations
This License and Collaboration Agreement (the “Agreement”) effective as of 15 June 2011 (the “Effective Date”) is entered into by and between Zealand Pharma A/S (“Zealand Pharma”), Smedeland 36, 2600 Glostrup, Denmark (VAT-ID No: DK 20 04 50 78) and Boehringer Ingelheim International GmbH (“BI”), Binger Strasse 173 55216 Ingelheim am Rhein, Germany (VAT-ID No: DE 811138149). Zealand Pharma and BI may hereinafter also be referred to individually as a “Party” or collectively as the “Parties.”
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between Alexion Pharma Holding Unlimited Company and Zealand Pharma A/S. Dated March 20, 2019Collaborative Research and License Agreement • March 13th, 2020 • Zealand Pharma a/S • Pharmaceutical preparations
THIS COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (the “Agreement”), effective as of March 20, 2019 (the “Effective Date”), is entered into by and between Zealand Pharma A/S, a public limited liability company organized under the laws of Denmark having a place of business at Smedland 36, 2600 Glostrup, Copenhagen, Denmark (“ZEALAND”) and Alexion Pharma Holding Unlimited Company, an unlimited liability company incorporated under the laws of Ireland with a principal place of business at 22 Victoria Street, Hamilton HM 12 Bermuda (“ALEXION”, collectively with ZEALAND, the “Parties” and each, a “Party”)
ZEALAND PHARMA A/S AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE, NOMINAL VALUE DKK 1 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2017 • Zealand Pharma a/S • Pharmaceutical preparations • New York
The undersigned, a securityholder, officer and/or director of Zealand Pharma A/S, a public limited liability company organized and existing under the laws of the Kingdom of Denmark (the “Company”), understands that Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering in the United States (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of American Depository Shares of the Company (“ADSs”), each ADS representing a certain number of ordinary shares to be determined, with a nominal value of DKK 1 per share, of the Company (the “Ordinary Shares”).
Performance Stock Unit Award Acceptance, Market-based PSUsPerformance Stock • October 4th, 2021 • Zealand Pharma a/S • Pharmaceutical preparations
You are hereby invited to participate in Zealand’s 2021 PSU plan for Corporate Management, and receive an Award of market-based Performance Stock Units, subject to the terms and conditions as set out below in the Award Agreement.
