Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. PURCHASE AGREEMENT REGARDING MILESTONE #10Purchase Agreement • November 9th, 2009 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York
This PURCHASE AGREEMENT REGARDING MILESTONE #10 (this “Agreement”) is made and entered into as of September 30, 2009 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“Vertex”), and Olmsted Park S.A., a société anonyme governed by the laws of the Grand Duchy of Luxembourg (the “Purchaser”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. SECOND AMENDMENT TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTVertex Pharmaceuticals Inc / Ma • November 9th, 2009 • Pharmaceutical preparations
THIS SECOND AMENDMENT (this “Amendment”) is made and entered into as of July 30, 2009 (the “Amendment Date”) by and between Vertex Pharmaceuticals Incorporated (“VERTEX”) and Mitsubishi Tanabe Pharma Corporation, as successor-in-interest to Mitsubishi Pharma Corporation (the successor, “MITSUBISHI”):
Confidential portions of this document have been redacted and have been separately filed with the Commission. SECURITY AGREEMENTSecurity Agreement • November 9th, 2009 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York
SECURITY AGREEMENT (this “Agreement”) dated as of September 30, 2009, between VERTEX PHARMACEUTICALS INCORPORATED (the “Company” or the “Grantor”), a Massachusetts corporation, and U.S. Bank National Association, having its principal corporate trust office at One Federal Street, Boston, Massachusetts 02110 (together with any successor or successors in such capacity, the “Collateral Agent”) for the benefit of the Trustee (as defined below) and the Holders (as defined below).
U.S. $155,000,000 VERTEX PHARMACEUTICALS INCORPORATED SECURED NOTES DUE 2012Note Purchase Agreement • November 9th, 2009 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York
liability, covenant or order, or any encumbrance, restriction, right or claim of any other Person or Governmental Authority of any kind whatsoever, whether choate or inchoate, filed or unfiled, noticed or unnoticed, recorded or unrecorded, contingent or non-contingent, material or non-material, known or unknown, other than any of the above created solely in favor of the Purchaser by the Transaction Documents.
Confidential Treatment Requested Confidential portions of this document have been redacted and have been separately filed with the Commission LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between Vertex Pharmaceuticals Incorporated and...License, Development and Commercialization Agreement • November 9th, 2009 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York
THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made and entered into as of June 11, 2004 between VERTEX PHARMACEUTICALS INCORPORATED (hereinafter “VERTEX”), a Massachusetts corporation with principal offices at 130 Waverly Street, Cambridge, MA 02139-4242, and MITSUBISHI PHARMA CORPORATION (hereinafter “MITSUBISHI”), a Japanese corporation with principal offices at 6-9, Hiranomachi 2-Chome, Chuo-ku, Osaka 541-0046, Japan. VERTEX and MITSUBISHI are sometimes referred to herein individually as the “Party” and collectively as the “Parties”.
