Licence Agreement The Walter & Eliza Hall Institute of Medical Research TetraLogic Pharmaceuticals CorporationLicence Agreement • August 5th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Victoria
TETRALOGIC PHARMACEUTICALS CORPORATION $47,000,000 Convertible Senior Notes due 2019 PURCHASE AGREEMENT June 17, 2014Purchase Agreement • August 5th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers named in Schedule A annexed hereto (the “Initial Purchasers”), for whom you are acting as the Representative, an aggregate of $47,000,000 principal amount of its 8.00% Convertible Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 23, 2014 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be convertible into common stock, $0.0001 par value per share (the “Common Stock”), of the Company.
LICENSE AGREEMENTLicense Agreement • August 5th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This License Agreement is entered into as of this 7th day of October, 2008 (the “Effective Date”), by and between Shape Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at c/o Healthcare Ventures, LLC, 55 Cambridge Parkway, Suite 301, Cambridge, MA 02142 (“Licensee”), President and Fellows of Harvard College, a Massachusetts non-profit educational institution, having a place of business at Holyoke Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”) and Dana-Farber Cancer Institute, Inc., having a place of business at 44 Binney Street, Boston, Massachusetts (“DFCI”). Harvard and DFCI shall be referred to together as “Licensors.”
MERGER AGREEMENT by and among SHAPE PHARMACEUTICALS, INC. TETRALOGIC PHARMACEUTICALS CORPORATION, TLOG ACQUISITION SUB, INC., and AUGUSTINE LAWLOR as HOLDER REPRESENTATIVE, April 7, 2014Merger Agreement • August 5th, 2014 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This MERGER AGREEMENT, dated as of April 7, 2014 (this “Agreement”), by and among (i) TetraLogic Pharmaceuticals Corporation, a Delaware corporation (“Parent”), (ii) TLOG Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iii) Shape Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (iv) Augustine Lawlor, solely in his capacity as Holder Representative (the “Holder Representative”).
