] Shares HORIZON PHARMA, INC. Common Stock ($0.0001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2011 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
ContractHorizon Pharma, Inc. • June 7th, 2011 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
CONFIDENTIALHorizon Pharma, Inc. • June 7th, 2011 • Pharmaceutical preparations
Re: Exclusive Distribution Agreement, dated March 24, 2009 (the “EDA”), by and between Horizon Pharma AG (previously Nitec Pharma AG) (“Horizon”) and Mundipharma International Corporation Limited (“Mundipharma”); the Manufacturing and Supply Agreement dated March 24, 2009 (the “MSA”), by and between Horizon and Mundipharma Medical Company (“MMCo”); and the Assignment Agreement to be entered into by Horizon, Horizon Pharma GmbH, Merck Serono GmbH (“Merck”), Mundipharma and MMCo for the transfer of rights and obligations relating to the Product in Germany (the “Assignment Agreement”).
SECOND AMENDMENT TO AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO EURO 7,500,000Horizon Pharma, Inc. • June 7th, 2011 • Pharmaceutical preparations • England
THIS SECOND AMENDMENT TO AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO EURO 7,500,000 (“Amendment”) is made and entered into as of June 2, 2011 by and between HORIZON PHARMA AG, F/K/A NITEC PHARMA AG, a company incorporated in Switzerland with number CH-280.3.007.771-0/ (“Borrower”), and KREOS CAPITAL III (UK) LIMITED, a company incorporated in England and Wales whose company number is 05981165 (“Lender”).
LOAN AND SECURITY AGREEMENT Dated as of June 2, 2011 among HORIZON PHARMA USA, INC., HORIZON PHARMA, INC., and HORIZON PHARMA (UK) LIMITED, (as Borrowers), OXFORD FINANCE LLC (as Administrative Agent) and The Other Lenders Party HeretoLoan and Security Agreement • June 7th, 2011 • Horizon Pharma, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of June 2, 2011 (the “Effective Date”) by and among HORIZON PHARMA USA, INC., a Delaware corporation (formerly called HORIZON THERAPEUTICS, INC.) (“Horizon”), HORIZON PHARMA, INC., a Delaware corporation (“Horizon Pharma,”), HORIZON PHARMA (UK) LIMITED, a company registered under the laws of England and Wales with registration number 5819120, with its registered offices in the United Kingdom at c/o Arnold & Porter (UK) LLP, Tower 42, 24 Old Broad Street, London EC2N 1HQ (“Horizon UK”, and together with Horizon and Horizon Pharma, each a “Borrower” and, collectively, jointly and severally, the “Borrowers”), the Lenders listed on the signature pages hereto or otherwise party hereto from time to time, and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as administrative agent for the Lenders, or any successor administrative agent
Transfer, License and Supply Agreement between Merck Pharma GmbH Alsfelder Straße 17, 64289 Darmstadt, Germany (“Merck”), and Nitec Pharma AG Röschenzerstr. 9, (“Nitec AG”) and Nitec GmbH Joseph-Meyer-Str. 13-15 68167 Mannheim, Germany (“Nitec...Horizon Pharma, Inc. • June 7th, 2011 • Pharmaceutical preparations
MANUFACTURING AND SUPPLY AGREEMENT (HZT-501 LAUNCH STOCKS AND COMMERCIAL QUANTITIES)Manufacturing and Supply Agreement • June 7th, 2011 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
SANOFI-AVENTIS U.S. LLC, a limited liability company duly organized and existing under the laws of the State of Delaware with offices at 55 Corporate Drive, Bridgewater, New Jersey 08807 (“sanofi-aventis”).
