BRIDGEBIO PHARMA, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Subordinated Debt SecuritiesIndenture • July 7th, 2020 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], among BRIDGEBIO PHARMA, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
BRIDGEBIO PHARMA, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 28, 2021 2.25% Convertible Senior Notes due 2029Indenture • January 29th, 2021 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of January 28, 2021 between BRIDGEBIO PHARMA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
January [__], 2021 From: [Dealer] To: BridgeBio Pharma, Inc. Palo Alto, CA 94301 Attention: Chief Financial Officer Telephone: 650-391-9740BridgeBio Pharma, Inc. • January 29th, 2021 • 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 [_________] (“Dealer”) and BridgeBio Pharma, 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. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
OPEN MARKET SALE AGREEMENTSMBridgeBio Pharma, Inc. • July 7th, 2020 • Pharmaceutical preparations • New York
BridgeBio Pharma, Inc. Purchase Agreement January 25, 2021BridgeBio Pharma, Inc. • January 26th, 2021 • Pharmaceutical preparations • New York
BridgeBio Pharma, 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”), $650,000,000 principal amount of its 2.25% Convertible Senior Notes due 2029 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $97,500,000 principal amount of its 2.25% Convertible Senior Notes due 2029 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 2.25% Convertible Senior Notes due 2029 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), or a combina
BridgeBio Pharma, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • March 9th, 2023 • BridgeBio Pharma, Inc. • Pharmaceutical preparations
BridgeBio Pharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,823,530 shares (the “Firm Securities”) of Common Stock, par value $0.001 per share (“Stock”) of the Company and, at the election of the Underwriters, up to 1,323,529 additional shares (the “Optional Securities”) of Stock (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
CERTAIN IDENTIFIED INFORMATION, MARKED BY “[***]”, HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Underwriting Agreement • March 6th, 2024 • BridgeBio Pharma, Inc. • Pharmaceutical preparations
BridgeBio Pharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,620,690 shares (the “Firm Securities”) of Common Stock, par value $0.001 per share (“Stock”) of the Company and, at the election of the Underwriters, up to 1,293,103 additional shares (the “Optional Securities”) of Stock (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2023 • BridgeBio Pharma, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER BRIDGEBIO PHARMA, INC.Non-Qualified Stock Option Agreement • November 20th, 2019 • BridgeBio Pharma, Inc. • Pharmaceutical preparations
Pursuant to the BridgeBio Pharma, Inc. 2019 Inducement Equity Plan as amended through the date hereof (the “Plan”), BridgeBio Pharma, Inc. (the “Company”), hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. For the avoidance of doubt, this Stock Option is not issued under the Company’s 2019 Stock Option and Incentive Plan, as amended from time to time, and does not reduce the share reserve under such equity plan. This Stock Option has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market, Inc. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue
BridgeBio Pharma, Inc. Purchase AgreementBridgeBio Pharma, Inc. • March 6th, 2020 • Pharmaceutical preparations • New York
BridgeBio Pharma, 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”), $475,000,000 principal amount of its 2.500% Convertible Senior Notes due 2027 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $75,000,000 principal amount of its 2.500% Convertible Senior Notes due 2027 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 2.500% Convertible Senior Notes due 2027 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), or a comb
AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE- TENANT LEASE — NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Office Lease • May 24th, 2019 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • California
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 6th, 2021 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • California
THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 13, 2021, is entered into by and among BRIDGEBIO PHARMA, INC., a Delaware corporation (“New Parent”), BRIDGEBIO PHARMA LLC, a Delaware limited liability company (“Parent”), BRIDGEBIO SERVICES INC., a Delaware corporation (“Services Company”), SUB20, INC., a Delaware corporation (“Sub20”, and together with New Parent, Parent, Services Company and each other Person party thereto from time to time as borrower, from time to time, collectively, “Borrowers”, and each, a “Borrower”), and the several banks and other financial institutions or entities party thereto as Lender, constituting the Required Lenders and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for Lender (in such capacity, “Agent”).
AGREEMENT AND PLAN OF MERGER by and among EIDOS THERAPEUTICS, INC., BRIDGEBIO PHARMA, INC. GLOBE MERGER SUB I, INC. and GLOBE MERGER SUB II, INC. Dated as of October 5, 2020Agreement and Plan of Merger • October 6th, 2020 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 5, 2020 (this “Agreement”), is entered into by and among Eidos Therapeutics, Inc., a Delaware corporation (the “Company”), BridgeBio Pharma, Inc., a Delaware corporation (“Parent”), Globe Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Globe Merger Sub II, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub II” and, together with the Company, Parent and Merger Sub, the “Parties” and each, a “Party”).
BridgeBio Pharma, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • February 17th, 2021 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • New York
The stockholder named in Schedule II hereto (the “Selling Stockholder”) of BridgeBio Pharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 450,000 additional shares (the “Optional Securities”) of Common Stock, par value $0.001 per share (“Stock”) of the Company by the Selling Stockholder (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2019 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2019 by and among BridgeBio Pharma, Inc., a Delaware corporation (the “Company”), and each of the holders of Registrable Securities listed on Schedule A hereto, which shall include KKR and Viking, each of which is referred to in this Agreement as a “Holder,” and any additional holders that becomes a party to this Agreement in accordance with Section 4.1 hereof.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BRIDGEBIO PHARMA, INC. AMENDED AND RESTATED 2019 INDUCEMENT EQUITY PLANRestricted Stock Unit Award Agreement • August 3rd, 2023 • BridgeBio Pharma, Inc. • Pharmaceutical preparations
Pursuant to the BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan as amended through the date hereof (the “Plan”), BridgeBio Pharma, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. This Award is granted as an “employment inducement award” pursuant to the exemption provided by Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc.
BRIDGEBIO PHARMA, INC. DIRECTOR INDEMNIFICATION AGREEMENTBridgebio Pharma • June 24th, 2019 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [__________], 201[_] by and between BridgeBio Pharma, Inc., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 3rd, 2023 • BridgeBio Pharma, Inc. • Pharmaceutical preparations
S09-398 : CKC EXCLUSIVE (EQUITY) AGREEMENT CONFIDENTIALExclusive (Equity) Agreement • May 24th, 2019 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • California
This Exclusive (Equity) Agreement (this “Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Eidos Therapeutics, Inc. (“Eidos”), a corporation having a principal place of business at 12354 Skyline Boulevard, Woodside, CA 94062, is effective on the 10th day of April, 2016 (“Effective Date”).
LICENSE AGREEMENT between Alexion Pharma International Operations Unlimited Company and Eidos Therapeutics, Inc. DATED September 9, 2019License Agreement • November 8th, 2019 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • Delaware
This License Agreement (this “Agreement”) is made as of September 9, 2019 (the “Effective Date”), by and between Eidos Therapeutics, Inc., a Delaware corporation (“Eidos”), having a place of business at 101 Montgomery Street, Suite 2550, San Francisco, California 94104, USA, and Alexion Pharma International Operations Unlimited Company, an Irish unlimited company (“Alexion”), having a place of business at College Business & Technology Park, Blanchardstown, Dublin 15, Ireland. Eidos and Alexion are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
BridgeBio Pharma, Inc. BridgeBio Pharma LLC Common Stock Underwriting AgreementUnderwriting Agreement • June 24th, 2019 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • New York
BridgeBio Pharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of the Company’s common stock, par value $0.001 per share (“Stock”, and such shares, the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER BRIDGEBIO PHARMA, INC. AMENDED AND RESTATED 2019 INDUCEMENT EQUITY PLANNon-Qualified Stock Option Agreement • August 3rd, 2023 • BridgeBio Pharma, Inc. • Pharmaceutical preparations
AMENDMENT No. 2 TO CONSULTING AGREEMENTConsulting Agreement • February 23rd, 2023 • BridgeBio Pharma, Inc. • Pharmaceutical preparations
THIS AMENDMENT No. 1 TO CONSULTING AGREEMENT (“Amendment No. 1”) is effective as of March 3, 2023 (hereinafter “Effective Date”) by and between BridgeBio Pharma, Inc. (hereinafter “Company”), a Delaware corporation with offices at 421 Kipling Street, Palo Alto, California 94301, and Frank McCormick (hereinafter “Consultant”), located at [***] (each herein referred to as a “Party” and collectively as “Parties”).
ASSET PURCHASE AGREEMENT among PHOENIX TISSUE REPAIR, INC., SHIRE HUMAN GENETIC THERAPIES, INC. and LOTUS TISSUE REPAIR, INC. Dated as of July 21, 2017Asset Purchase Agreement • April 16th, 2019 • BridgeBio Pharma LLC • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT, dated as of July 21, 2017, is made and entered into by and among PHOENIX TISSUE REPAIR, INC., a Delaware corporation (“Purchaser”), SHIRE HUMAN GENETIC THERAPIES, INC., a Delaware corporation (“Shire”), and LOTUS TISSUE REPAIR, INC., a Delaware corporation (“Lotus,” and together with Shire, “Sellers” or each a “Seller”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 7.06(b).
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BRIDGEBIO PHARMA LLC a Delaware Limited Liability Company Dated as of November 20, 2018Limited Liability Company Agreement • April 16th, 2019 • BridgeBio Pharma LLC • Pharmaceutical preparations • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of BridgeBio Pharma LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 20, 2018 (the “Effective Date”), by and among KKR Genetic Disorder L.P., a Delaware limited partnership (together with its successors and assigns, the “KKR Member” or “KKR”), each Person listed on Exhibit A hereto as of the Effective Date as a New Member (the “New Members”), each Person listed on Exhibit A hereto as of the Effective Date as an Existing Member (the “Existing Members”), and each Additional Member and Substitute Member from time to time admitted in accordance with this Agreement, in each case for so long such party remains a Member of the Company. The Company is organized under the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq. (as amended from time to time, the “Act”).
LICENSE AGREEMENTLicense Agreement • April 16th, 2019 • BridgeBio Pharma LLC • Pharmaceutical preparations • Massachusetts
This License Agreement (“Agreement”), made as of January 29, 2018 (“Effective Date”), is by and between Novartis International Pharmaceutical Ltd., a for-profit corporation with its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”) and QED Therapeutics, Inc., a Delaware corporation located at 421 Kipling Street, Palo Alto, CA 94301 USA (“QED”). Novartis and QED are each referred to individually as a “Party” and together as the “Parties.”
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 4th, 2023 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • New York
CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.License Agreement • February 22nd, 2024 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • Massachusetts
Reference is hereby made in this letter agreement (this “Letter Agreement”) to that certain License Agreement by and between Novartis International Pharmaceutical Ltd. (“Novartis”) and QED Therapeutics, Inc. (“QED”) dated as of January 29, 2018 (as originally executed and as the same may be amended, supplemented or modified from time to time in accordance with its terms, the “License Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement. Novartis and QED are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTORS UNDER THE 2021 AMENDED AND RESTATED BRIDGEBIO PHARMA, INC. STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • August 3rd, 2023 • BridgeBio Pharma, Inc. • Pharmaceutical preparations
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 24th, 2019 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • California
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 17, 2019 is entered into by and among BRIDGEBIO PHARMA LLC, a Delaware limited liability company (“Parent”), BRIDGEBIO SERVICES INC., a Delaware corporation (“Services Company”), SUB20, INC., a Delaware corporation (“Sub20”, and together with Parent, Services Company and each other Person party thereto from time to time as borrower, from time to time, collectively, “Borrowers”, and each, a “Borrower”), and the several banks and other financial institutions or entities party thereto as Lender, constituting the Required Lenders and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for Lender (in such capacity, “Agent”).
LIFE TECHNOLOGIES CELL LINE LICENSE AGREEMENTLine License Agreement • May 16th, 2019 • BridgeBio Pharma LLC • Pharmaceutical preparations • California
This Cell Line License Agreement (the “Agreement” or the “License”), effective as of November 15, 2018 (the “Effective Date”), by and between Life Technologies Corporation, a Delaware corporation having its principal place of business at 5781 Van Allen Way, Carlsbad, CA 92008 USA (“Life”), and BridgeBio Services, Inc., a Delaware Limited Liability Company having its principal place of business at 421 Kipling Street, Palo Alto, California 94301, USA (“Licensee”). Each of Life and Licensee may be referred to herein as a “Party” and collectively as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • March 3rd, 2020 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • California
Effective October 14, 2019 (the “Effective Date”), Jennifer Cook Consulting (“Consultant”) and BridgeBio Services, Inc., a Delaware corporation, agree as follows:
ContractPatent License Agreement • April 16th, 2019 • BridgeBio Pharma LLC • Pharmaceutical preparations • Maryland
[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 24th, 2019 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 19, 2018 and is entered into by and among BRIDGEBIO PHARMA LLC, a Delaware limited liability company (“Parent”), BRIDGEBIO SERVICES INC., a Delaware corporation (“Services Company”), and each of their Qualified Subsidiaries from time to time party hereto (Parent, Services Company and each such Qualified Subsidiary, individually, each, a “Borrower”, and collectively, “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for Lender (in such capacity, “Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2023 • BridgeBio Pharma, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2023, by and between BridgeBio Pharma, Inc., a Delaware corporation (the “Company”), and each of the several purchasers identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
