Biohaven Ltd. Sample Contracts
5,263,158 Shares BIOHAVEN LTD. COMMON SHARES, WITHOUT PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • October 2nd, 2024 • Biohaven Ltd. • Pharmaceutical preparations • New York
BIOHAVEN LTD. INDENTURE Dated as of ____________, 20____ TrusteeIndenture • October 2nd, 2023 • Biohaven Ltd. • Pharmaceutical preparations • New York
Indenture, dated as of ________, 20____, between BIOHAVEN LTD., a company formed under the laws of the Territory of the British Virgin Islands (“Company”), and [ ] (“Trustee”).
BIOHAVEN LTD. Common Shares (without par value) Having an Aggregate Offering Price of up to Equity Distribution AgreementEquity Distribution Agreement • October 3rd, 2023 • Biohaven Ltd. • Pharmaceutical preparations • New York
Biohaven Ltd., a British Virgin Islands business company (the “Company”), confirms its agreement (this “Agreement”) with J.P. Morgan Securities LLC (the “Manager”) as follows:
l] Shares BIOHAVEN LTD. COMMON SHARES, WITHOUT PAR VALUE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2022 • Biohaven Ltd. • Pharmaceutical preparations • New York
10,227,273 Shares BIOHAVEN LTD. COMMON SHARES, WITHOUT PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2023 • Biohaven Ltd. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and among PFIZER INC., BULLDOG (BVI) LTD. and BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., Dated as of May 9, 2022Merger Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 9, 2022, is by and among Pfizer Inc., a Delaware corporation (“Parent”), Bulldog (BVI) Ltd., a British Virgin Islands business company limited by shares with BVI company number 2097955 formed under the laws of the territory of the British Virgin Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Biohaven Pharmaceutical Holding Company Ltd., a British Virgin Islands business company limited by shares with BVI company number 1792178 formed under the laws of the territory of the British Virgin Islands (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of May 9, 2017, by and between BIOHAVEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and VLADIMIR CORIC, an individual resident of the State of Connecticut (the “Executive”).
ALS BIOPHARMA AGREEMENTAls Biopharma Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Virgin Islands
THIS AGREEMENT (the “Agreement”) by and among ALS Biopharma, LLC, a Delaware limited liability company having a place of business at 3805 Old Easton Road, Doylestown, PA 18902 (“ALS”), Fox Chase Chemical Diversity Center Inc., a Delaware corporation having a place of business at 3805 Old Easton Road, Doylestown, PA 18902 (“FCCDC”) and Biohaven Pharmaceutical Holding Company, Ltd., a British Virgin Island company with a business office located at 234 Church Street, Suite 301, New Haven, Connecticut 06520 (“Biohaven”) is effective as of the date of final execution (“EFFECTIVE DATE”).
NOTE PURCHASE AGREEMENT dated as of April 28, 2025 among BIOHAVEN THERAPEUTICS LTD as Issuer, BIOHAVEN LTD. as Parent, THE OTHER OBLIGORS PARTY HERETO, THE PURCHASERS PARTY HERETO, and BEETLEJUICE SA LLC as Purchaser AgentNote Purchase Agreement • April 28th, 2025 • Biohaven Ltd. • Pharmaceutical preparations • New York
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., BIOHAVEN RESEARCH LTD., AND, SOLELY WITH RESPECT TO SECTION 2.7(B), SECTION 2.10, SECTION 4.2, SECTION 4.3, SECTION 4.5(C), SECTION 4.7, SECTION 5.1(A),...Separation and Distribution Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of May 9, 2022, is entered into by and between Biohaven Pharmaceutical Holding Company Ltd., a British Virgin Islands business company limited by shares with BVI company number 1792178 incorporated under the laws of the British Virgin Islands (together with its successor entities, the “Company”) and Biohaven Research Ltd., a British Virgin Islands business company limited by shares with BVI company number 2097693 incorporated under the laws of the British Virgin Islands and a wholly owned Subsidiary of the Company (“SpinCo” and, together with the Company, the “Parties” and each a “Party”), and, solely with respect to Section 2.7(b), Section 2.10, Section 4.2, Section 4.3, Section 4.5(c), Section 4.7, Section 5.1(a), Section 6.6(i), Section 8.3, Section 8.6, and Section 8.7, Pfizer Inc., a Delaware corporation (“Parent”).
23,333,334 Shares BIOHAVEN LTD. COMMON SHARES, WITHOUT PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2025 • Biohaven Ltd. • Pharmaceutical preparations • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among BIOHAVEN THERAPEUTICS LTD., KNOPP BIOSCIENCES LLC, CHANNEL BIOSCIENCES, LLC and BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., solely for the purpose of Section 9.14 Dated as of FEBRUARY 24, 2022...Membership Interest Purchase Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of February 24, 2022 (the “Execution Date”), is made by and among Biohaven Therapeutics Ltd., a BVI business company formed under the laws of the territory of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Buyer”), Knopp Biosciences LLC, a Delaware limited liability company (“Seller”), Channel Biosciences, LLC, a Delaware limited liability company and newly-formed, wholly-owned subsidiary of Seller (the “Company”), and, solely for the purposes of Section 9.14, Biohaven Pharmaceutical Holding Company Ltd., a BVI business company formed under the laws of the territory of the British Virgin Islands (“Parent”). All of the signatories to this Agreement are collectively referred to as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 1, 2014 by and between Biohaven Pharmaceuticals, Inc., a Delaware corporation with an office at 234 Church Street, Suite 304, New Haven, Connecticut 06510 and its affiliates and subsidiaries (collectively the “Company”) and Ms. Kimberly A. Gentile (the “Executive”) of [***].
BIOHAVEN RESEARCH LTD. EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Virgin Islands
This Employment Agreement (the “Agreement”) is by and between Biohaven Research Ltd., a company formed under the laws of the Territory of the British Virgin Islands (the “Company”), and Matthew Buten, an individual resident of the State of Connecticut (the “Executive”) effective as of the closing of that certain transaction in which Biohaven Pharmaceutical Holding Company Ltd. (“Biohaven”) spun-off its non-CGRP business into the Company (the “Transaction”). If the Transaction does not close, this Agreement shall be null and void ab initio.
LICENSE AGREEMENTLicense Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Delaware
This License Agreement (the "Agreement") is made and entered into effective as of September 04, 2018 (the "Effective Date") by and between AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with its registered office at SE-151 85 Sodertalje, Sweden and with offices at SE-431 83 Molndal, Sweden ("AstraZeneca") and Biohaven Therapeutics Ltd. British Virgin Business Corporation with offices at 215 Church Street, Haven, CT 06510 ("Licensee"). AstraZeneca and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of December 8, 2021 (the “Effective Date”), by and between BIOHAVEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and MATTHEW BUTEN, an individual resident of the State of New York (the “Executive”).
LICENSE AGREEMENT between BIOHAVEN THERAPEUTICS LTD. and BRISTOL-MYERS SQUIBB COMPANY CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS...License Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date last signed by a party below (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation, having a place of business at 430 E. 29th Street, 14FL, New York, New York 10016 (“BMS”), and Biohaven Therapeutics Ltd., a British Virgin Islands business company, with its registered office address of P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands (“Company”). BMS and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
BIOHAVEN LTD. AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 16th, 2024 • Biohaven Ltd. • Pharmaceutical preparations • New York
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 2nd, 2026 • Biohaven Ltd. • Pharmaceutical preparations
AGREEMENT (“Second Amendment”) is entered into as of December 16, 2025 (the “Second Amendment Effective Date”), by and among Biohaven Therapeutics Ltd. (“Buyer”), Biohaven Ltd., a British Virgin Islands company (“Parent”), Biohaven Pharmaceuticals, Inc. (“BPI”, and together with Buyer and Parent, the “Buyer Parties”), and Knopp Biosciences LLC, a Delaware limited liability company (“Seller”). Each of Buyer, Parent, BPI, and Seller is individually a “Party” and collectively, they are the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Amended Agreement (as defined below).
Re: Amendment to Development and License Agreement dated March 21, 2023 Dear Sirs;Development and License Agreement • May 12th, 2023 • Biohaven Ltd. • Pharmaceutical preparations
We refer to the Development and License Agreement dated March 21, 2023 between Biohaven Therapeutics Ltd. (“Biohaven”) and Hangzhou Highlightll Pharmaceutical Co. Ltd. (“Highlightll”) relating to dual TYK2/JAK1 tyrosine kinase inhibitors (“License Agreement”). Capitalized terms shall have the meanings ascribed to them in the License Agreement unless otherwise defined herein.
RM 301/302, BLDG 4, Hexiang Sci & Tech Center, Qiantang District Hangzhou 310018, China Re: Amendment No. 3 to Development and License Agreement dated March 21, 2023 (this “Amendment”)Development and License Agreement • August 11th, 2025 • Biohaven Ltd. • Pharmaceutical preparations
We refer to the Development and License Agreement dated March 21, 2023 between Biohaven Therapeutics Ltd. (“Biohaven”) and Hangzhou HighlightII Pharmaceutical Co. Ltd. (“HighlightII”) relating to dual TYK2/JAK1 tyrosine kinase inhibitors, as amended on April 14, 2023 and December 10, 2023 (“TYK2/JAK1 License Agreement”). Biohaven and HighlightII shall be referred to hereinafter individually as a “Party” and collectively as “Parties”. Capitalized terms shall have the meanings ascribed to them in the TYK2/JAK1 License Agreement unless otherwise defined herein.
AMENDMENT AND ASSIGNMENTAls Biopharma Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations
This AMENDMENT AND ASSIGNMENT (“Amendment”) dated as of May 29, 2019 among ALS Biopharma, LLC (“ALS”), Fox Chase Chemical Diversity Center (“FCCDC”), and Biohaven Pharmaceutical Holding Company Ltd (“Biohaven”) and Biohaven Therapeutics Ltd. (“Therapeutics”), each designated a “Party” and collectively the “Parties,”)
Agreement for the Assignment of NotesAgreement for the Assignment of Notes • November 10th, 2025 • Biohaven Ltd. • Pharmaceutical preparations
This Agreement for the Assignment of Notes (the “Agreement”) is dated as of September 19, 2025 (the “Effective Date”) and is entered into among Oberland Capital Healthcare Master Fund III LP, a Delaware limited partnership, Oberland Capital Healthcare Solutions Master Fund LP, a Delaware limited partnership, Oberland Capital Healthcare Solutions Co-Invest Master Fund LP, a Delaware limited partnership (each, an “Assignor”, and collectively, the “Assignors”) and Three Peaks Capital BH Fund, a sub-fund of Interlaken ICAV (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in that certain Note Purchase Agreement, dated as of April 28, 2025, by and among Biohaven Therapeutics Ltd, a BVI business company limited by shares incorporated under the laws of the British Virgin Islands (“Issuer”), Biohaven Ltd., a BVI business company limited by shares incorporated under the laws of the British Virgin Islands, the other Obligors from time to time p
BIOHAVEN LTD. AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 5th, 2026 • Biohaven Ltd. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Connecticut
This Employment Agreement (the "Agreement") is effective as of March 29, 2016, by and between Biohaven Pharmaceutical, Inc., a Delaware corporation (the "Company"), and John Tilton, an individual resident of the State of Connecticut (the "Executive").
ContractLicensing Agreement • August 26th, 2026 • Biohaven Ltd. • Pharmaceutical preparations
Biohaven and SK Biopharmaceuticals Enter into Strategic Global Licensing Agreement for Novel Kv7 Ion Channel Platform and Opakalim, Lead Candidate for Epilepsy
AMENDMENT TO SHARE OPTION GRANT NOTICE AND OPTION AGREEMENTShare Option Grant Notice and Option Agreement • May 12th, 2023 • Biohaven Ltd. • Pharmaceutical preparations • Delaware
This Amendment to that certain Share Option Grant Notice and Option Agreement (this “Amendment”) is entered into by and between [Optionholder] (“Optionholder”) and Biohaven Ltd. (the “Company”), effective as of [●], 2023 (“Amendment Effective Date”). Capitalized terms used but not defined herein will have the meanings given to them in the Option Agreement.
Hangzhou HighlightII Pharmaceutical Co. Ltd. RM 301/302, BLDG 4, Hexiang Sci & Tech Center, Qiantang District Hangzhou 310018, China Re: Amendment No. 2 to Development and License Agreement dated March 21, 2023Development and License Agreement • February 29th, 2024 • Biohaven Ltd. • Pharmaceutical preparations
We refer to the Development and License Agreement dated March 21, 2023 between Biohaven Therapeutics Ltd. (“Biohaven”) and Hangzhou HighlightII Pharmaceutical Co. Ltd. (“HighlightII”) relating to dual TYK2/JAK1 tyrosine kinase inhibitors, as amended (“TYK2/JAK1 License Agreement”). Capitalized terms shall have the meanings ascribed to them in the TYK2/JAK1 License Agreement unless otherwise defined herein.
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2026 • Biohaven Ltd. • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (the "Agreement:) is effective as of April 1, 2019, by and between BIOHAVEN PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and WARREN K. VOLLES, an individual resident of the State of Connecticut (the "Executive").
RE: AMENDED AND RESTATED OFFER OF EMPLOYMENTOffer of Employment • March 23rd, 2023 • Biohaven Ltd. • Pharmaceutical preparations • Connecticut
We refer to the Offer of Employment between you (“Employee”) and Biohaven Pharmaceuticals, Inc. (“Biohaven”). dated August 1, 2022 (“Initial Agreement”). Following the closing of the merger of Biohaven Pharmaceutical Holding Company Ltd. with Pfizer Inc. on October 3, 2022, we propose to amend and restate the Initial Agreement as follows. The following terms and conditions will govern this employment (“Agreement”).
PARTIAL MIPA ASSIGNMENT AND ASSUMPTION AGREEMENTPartial Mipa Assignment and Assumption Agreement • August 26th, 2026 • Biohaven Ltd. • Pharmaceutical preparations • New York
This Partial MIPA Assignment and Assumption Agreement (this “Agreement”) dated as of August 26, 2026 (“Signing Date”) and effective on the Closing Date (as defined in the License Agreement), is made between Biohaven Bioscience Ireland Limited (“BBIL”) and SK Biopharmaceuticals Co., Ltd. (“SKBP”). BBIL and SKBP are referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 9th, 2024 • Biohaven Ltd. • Pharmaceutical preparations • Delaware
THIS AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Amendment”) is entered into as of May 1, 2024 (the “Amendment Effective Date”), by and among Biohaven Therapeutics Ltd. (“Buyer”), Biohaven Ltd., a British Virgin Islands company (“Biohaven”), Knopp Biosciences LLC, a Delaware limited liability company (“Seller”), and Biohaven Pharmaceuticals, Inc. (the “BPI” and, together with Buyer and Biohaven, the “Buyer Parties”). Each of Buyer, Biohaven, BPI, and Seller is individually a “Party” and collectively, they are the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Agreement.
LICENSE AGREEMENTLicense Agreement • August 26th, 2026 • Biohaven Ltd. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is entered into as of August 26, 2026 (the “Signing Date”), by and between Biohaven Bioscience Ireland Limited, a limited company organized under the laws of Ireland, at 6th Floor, South Bank House, Barrow Street, Dublin 4, D04 TR29 (“Biohaven”), and SK Biopharmaceuticals Co., Ltd., organized under the laws of the Republic of Korea, having an address at 221, Pangyoyeok-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 13494, Republic of Korea (“SKBP”). Biohaven and SKBP may be referred to herein individually as a “Party” or collectively as the “Parties.”
DEVELOPMENT AND LICENSE AGREEMENT Dual TYK2/JAK1 InhibitorsDevelopment and License Agreement • May 12th, 2023 • Biohaven Ltd. • Pharmaceutical preparations • Delaware
This Development and License Agreement (the “Agreement”) is made and entered into effective as of March 21, 2023 (the “Effective Date”) by and between Hangzhou Highlightll Pharmaceutical Co. Ltd., having an office at RM 301/302, BLDG 4, Qiantang District, Hangzhou, China (“Highlightll”) and Biohaven Therapeutics Ltd., a BVI business company limited by shares incorporated under the laws of the British Virgin Islands having an office at P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands (“Biohaven”). Highlightll and Biohaven are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WARRANT SURRENDER AGREEMENTWarrant Surrender Agreement • March 2nd, 2026 • Biohaven Ltd. • Pharmaceutical preparations • Delaware
THIS WARRANT SURRENDER AGREEMENT (the “Agreement”) is made as of December 16, 2025, by and between Biohaven Ltd., a British Virgin Islands company (the “Company”), and Knopp Biosciences LLC (the “Warrant Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant (as defined below).