Rubric Capital Management LP Sample Contracts
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 12th, 2025 • Rubric Capital Management LP • Pharmaceutical preparations • New York
This Note Purchase Agreement (this “Agreement”) is entered into as of August 8, 2025 (the “Execution Date”) by and among Heron Therapeutics, Inc., a Delaware corporation (the “Company”), the purchasers from time to time party hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and Rubric Capital Management LP, as agent for the Purchasers (in such capacity, the “Designated Agent”).
COOPERATION AGREEMENTCooperation Agreement • February 22nd, 2023 • Rubric Capital Management LP • Pharmaceutical preparations • Delaware
This Cooperation Agreement, dated as of February 21, 2023 (this “Agreement”), is made by and among Heron Therapeutics, Inc., a Delaware corporation (the “Company”), Rubric Capital Management LP, a Delaware limited partnership (and collectively with the other persons and entities listed on Schedule A hereto, “Rubric”), and Velan Capital Investment Management LP, a Delaware limited partnership (and collectively with the other persons and entities listed on Schedule B hereto, “Velan” and, together with Rubric, the “Investor Group,” and, for clarity and as applicable, including each member thereof acting individually). The Company and each member of the Investor Group are collectively herein referred to as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 22 below.
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2025 • Rubric Capital Management LP • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2025, by and among Heron Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
COOPERATION AGREEMENTCooperation Agreement • October 28th, 2022 • Rubric Capital Management LP • Pharmaceutical preparations
This cooperation agreement, dated October 28, 2022 (this “Agreement”), is by and between Mereo BioPharma Group plc, a company incorporated under the laws of England and Wales with registered number 09481161 and having its registered office at 4th Floor, One, Cavendish Place, London, England, W1G 0QF (the “Company”) and Rubric Capital Management L.P., a limited partnership formed under the laws of the state of Delaware with its principal office at 155 East 44th St, Suite 1630, New York, NY 10017 (collectively with its Affiliates and Associates, “Rubric”). The Company and Rubric are each herein referred to as a “party” and, collectively, the “parties.” In consideration of, and reliance upon, the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
COOPERATION AGREEMENTCooperation Agreement • August 12th, 2025 • Rubric Capital Management LP • Pharmaceutical preparations • Delaware
This Cooperation Agreement, dated as of August 8, 2025 (this “Agreement”), is made by and among Heron Therapeutics, Inc., a Delaware corporation (the “Company”) and Rubric Capital Management LP, a Delaware limited partnership (the “Investor”). The Company and the Investor are collectively herein referred to as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 21 below.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • August 14th, 2026 • Rubric Capital Management LP • Pharmaceutical preparations
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • August 14th, 2026 • Rubric Capital Management LP • Agricultural services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
GROUP AGREEMENTGroup Agreement • February 6th, 2023 • Rubric Capital Management LP • Pharmaceutical preparations
THIS AGREEMENT, dated as of January 30, 2023 (the “Effective Date”), is by and between (i) Velan Capital Master Fund LP, Velan Capital Holdings LLC, Velan Capital Investment Management LP, Velan Capital Management LLC, Adam Morgan and Balaji Venkataraman (collectively, “Velan”) and (ii) Rubric Capital Management LP and in his capacity as managing member of Rubric Capital Management GP LLC, David Rosen (collectively, “Rubric”) (each of the foregoing, a “Party” and, collectively, the “Parties” or the “Group”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • August 14th, 2026 • Rubric Capital Management LP • Pharmaceutical preparations
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • February 22nd, 2023 • Rubric Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $0.01 per share, of Heron Therapeutics, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • August 14th, 2026 • Rubric Capital Management LP • Pharmaceutical preparations
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • January 23rd, 2024 • Rubric Capital Management LP • Services-prepackaged software
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Xperi Inc., a Delaware corporation (the “Company”); and
JOINT FILING AGREEMENTJoint Filing Agreement • May 31st, 2024 • Rubric Capital Management LP • Services-prepackaged software
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $0.001 per share, of Xperi Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.