Foley Hoag Sample Contracts

Avista Healthcare Public Acquisition Corp. – Secured Promissory Note (December 11th, 2018)

FOR VALUE RECEIVED, Geoff MacKay, a resident of The Commonwealth of Massachusetts (Payor), hereby promises to pay to the order of Organogenesis Inc., a Delaware corporation (the Company), the principal amount of One Million Dollars ($1,000,000), together with interest on the principal balance of this Note from time to time outstanding, all as herein provided.

Avista Healthcare Public Acquisition Corp. – Controlling Stockholders Agreement (December 11th, 2018)

THIS CONTROLLING STOCKHOLDERS AGREEMENT (the Agreement), dated as of December 10, 2018, by and among Organogenesis Holdings Inc., a Delaware corporation (the Company), and the holders of common stock, par value $0.001 per share (Common Stock), of the Company listed on the signature page hereof and on Schedule A, annexed hereto (each a Stockholder and, collectively, the Stockholders).

Avista Healthcare Public Acquisition Corp. – $25,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT Dated as of March 21, 2017, Among (December 11th, 2018)

THIS CREDIT AGREEMENT (this Agreement), dated as of March 21, 2017, is entered into by and among ORGANOGENESIS INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a Lender and, collectively, the Lenders), SILICON VALLEY BANK (SVB), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the Administrative Agent).

Avista Healthcare Public Acquisition Corp. – Agreement and Plan of Merger by and Among Organogenesis Inc. Prime Merger Sub, Llc, Nutech Medical, Inc., Howard P. Walthall, Jr., Gregory J. Yager, Kenneth L. Horton and Kenneth L. Horton, as Representative March 18, 2017 (December 11th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of March 18, 2017, by and among Organogenesis Inc., a Delaware corporation (Buyer), Prime Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Buyer (Merger Sub), Nutech Medical, Inc., an Alabama corporation (the Company), Howard P. Walthall, Jr., Gregory J. Yager, Kenneth L. Horton, the sole shareholder of the Company (the Shareholder), and Kenneth L. Horton, as the Representative. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 14.1 of this Agreement. Buyer, Merger Sub, the Company, the Shareholder, the Company Payees (as defined below) and the Representative are referred to herein collectively as the Parties and, individually, as a Party.

Avista Healthcare Public Acquisition Corp. – STOCKHOLDERS AGREEMENT AMONG ORGANOGENESIS HOLDINGS INC., CERTAIN ORGANOGENESIS EXISTING STOCKHOLDERS, AND AVISTA CAPITAL PARTNERS IV, L.P. December 10, 2018 (December 11th, 2018)

This Stockholders Agreement (this Agreement) is entered into as of December 10, 2018, by and among Organogenesis Holdings Inc., a Delaware corporation (the Company), the Organogenesis Existing Stockholders listed on Schedule I (the Organogenesis Existing Stockholders), and Avista Capital Partners IV, L.P. (Avista and, together with the Organogenesis Existing Stockholders and any other stockholders of the Company who become party to this Agreement from time to time pursuant to the terms hereof, the Stockholders).

Avista Healthcare Public Acquisition Corp. – Secured Promissory Note (December 11th, 2018)

FOR VALUE RECEIVED, Geoff MacKay, a resident of The Commonwealth of Massachusetts (Payor), hereby promises to pay to the order of Organogenesis Inc., a Delaware corporation (the Company), the principal amount of Five Hundred Thousand Dollars ($500,000), together with interest on the principal balance of this Note from time to time outstanding, all as herein provided.

Avista Healthcare Public Acquisition Corp. – Secured Promissory Note (December 11th, 2018)

FOR VALUE RECEIVED, Geoff MacKay, a resident of The Commonwealth of Massachusetts (Payor), hereby promises to pay to the order of Organogenesis Inc., a Delaware corporation (the Company), the principal amount of Five Hundred Thousand Dollars ($500,000), together with interest on the principal balance of this Note from time to time outstanding, all as herein provided.

Cue Biopharma, Inc. – COLLABORATION, LICENSE AND OPTION AGREEMENT by and Between Cue Biopharma, Inc. And LG Chem, Ltd. Dated as of November 6, 2018 (November 13th, 2018)
Contract (November 6th, 2018)
Applied Genetic Technologies Corp – Manufacturing License and Technology Transfer Agreement (September 11th, 2018)

This Manufacturing License and Technology Transfer Agreement ("Agreement") is entered into as of July 1, 2015 (the "Execution Date"), and effective as of the Effective Date, by and between Applied Genetic Technologies Corporation, having a place of business at 11801 Research Drive, Suite D, Alachua, FL 32615 ("AGTC") and Biogen MA Inc. ("LICENSEE"), having a place of business at 250 Binney Street, Cambridge, MA 02142. AGTC and LICENSEE are referred to collectively hereinafter as the "Parties" and individually as a "Party".

Applied Genetic Technologies Corp – COLLABORATION AND LICENSE AGREEMENT by and Between BIOGEN MA INC. And APPLIED GENETIC TECHNOLOGIES CORPORATION July 1, 2015 (September 11th, 2018)

This Collaboration and License Agreement (the "Agreement") is entered into as of July 1, 2015 (the "Execution Date"), by and between Biogen MA Inc., a corporation organized and existing under the laws of the Commonwealth of Massachusetts and having a principal place of business at 250 Binney Street, Cambridge, MA 02142 ("Biogen") and Applied Genetic Technologies Corporation, a corporation organized and existing under the laws of Delaware and having a principal place of business at 11801 Research Drive, Suite D, Alachua, FL 32615 ("AGTC"). Biogen and AGTC may each be referred to herein individually as a "Party" and collectively as the "Parties."

Leap Therapeutics, Inc. – Distribution Agreement (September 7th, 2018)
Asset Purchase Agreement (August 31st, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of March 6, 2018, by and between Vyera Pharmaceuticals AG f/k/a Turing Pharmaceuticals AG, a stock corporation organized under the laws of Switzerland ("Seller"), and Seelos Therapeutics, Inc., a Delaware corporation ("Buyer"). Buyer and Seller may be referred to herein collectively as the "Parties" and individually as a "Party."

Avista Healthcare Public Acquisition Corp. – AGREEMENT AND PLAN OF MERGER BY AND AMONG AVISTA HEALTHCARE PUBLIC ACQUISITION CORP., AVISTA HEALTHCARE MERGER SUB, INC., and ORGANOGENESIS INC. DATED AS OF AUGUST 17, 2018 (August 17th, 2018)

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 17, 2018, by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (Parent), Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub), and Organogenesis Inc., a Delaware corporation (the Company). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a Party and, collectively, the Parties. The term Agreement as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.

Avista Healthcare Public Acquisition Corp. – Ahpac Subscription Agreement (August 17th, 2018)

This Stockholders Agreement (this Agreement) is entered into as of [*], 2018, by and among Organogenesis Holdings Inc., a Delaware corporation (the Company), the Organogenesis Existing Stockholders listed on Schedule I (the Organogenesis Existing Stockholders), and Avista Capital Partners IV, L.P. (Avista and, together with the Organogenesis Existing Stockholders and any other stockholders of the Company who become party to this Agreement from time to time pursuant to the terms hereof, the Stockholders).

Avista Healthcare Public Acquisition Corp. – Ahpac Subscription Agreement (August 17th, 2018)

This Stockholders Agreement (this Agreement) is entered into as of [*], 2018, by and among Organogenesis Holdings Inc., a Delaware corporation (the Company), the Organogenesis Existing Stockholders listed on Schedule I (the Organogenesis Existing Stockholders), and Avista Capital Partners IV, L.P. (Avista and, together with the Organogenesis Existing Stockholders and any other stockholders of the Company who become party to this Agreement from time to time pursuant to the terms hereof, the Stockholders).

Eighth Amendment to Lease (August 9th, 2018)

THIS EIGHTH AMENDMENT TO LEASE (this Amendment) is entered into as of this 30th day of May, 2018, by and between BMR-34790 ARDENTECH COURT LP, a Delaware limited partnership (Landlord, formerly known as BMR-34790 Ardentech Court LLC), and ZOSANO PHARMA CORPORATION, a Delaware corporation (Tenant, as successor-in-interest to ZP Opco, Inc., formerly known as Zosano Pharma, Inc. and, previously, The Macroflux Corporation).

Cardiome Pharma Corporation – SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of May 15, 2018 Between CORREVIO PHARMA CORP. As Borrower, the Subsidiary Guarantors From Time to Time Party Hereto, the Lenders From Time to Time Party Hereto, and CRG SERVICING LLC as Administrative and Collateral Agent U.S. $50,000,000 (July 12th, 2018)

SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of May 15, 2018 (this "Agreement"), among CORREVIO PHARMA CORP., a corporation incorporated pursuant to the federal laws of Canada ("Borrower"), the Subsidiary Guarantors from time to time party hereto, the Lenders from time to time party hereto and CRG SERVICING LLC, a Delaware limited liability company ("CRG Servicing"), as administrative and collateral agent for the Lenders (in such capacities, together with its successors and assigns, "Administrative Agent").

Arsanis, Inc. – Bay Colony Corporate Center (June 12th, 2018)

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the Building) known as, and with an address at, 950 Winter Street, Waltham, Massachusetts 02451.

Applied Genetic Technologies Corp – APPLIED GENETIC TECHNOLOGIES CORPORATION INDENTURE Dated as of , 20 Trustee (May 30th, 2018)

Indenture dated as of , 20 between Applied Genetic Technologies Corporation, a Delaware corporation (the Company), and [ ] (the Trustee). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

Golub Capital Investment Corp – Amended and Restated Revolving Credit Agreement (May 22nd, 2018)

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of May 17, 2018 by and among GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation ("Borrower"), and SUMITOMO MITSUI BANKING CORPORATION, a foreign banking corporation organized under the laws of Japan (in its individual capacity, "SMBC"), as Administrative Agent for the Lenders (as each term is hereinafter defined), and the Lenders.

Capstone Therapeutics – License Agreement (May 7th, 2018)

This License Agreement (the "Agreement") is entered into as of May 2, 2018 (the "Effective Date"), by and between Anji Pharmaceuticals Inc., a company organized and existing under the laws of the Cayman Islands and having an address at P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205, Cayman Islands ("Anji Pharma") and LipimetiX Development, Inc. a corporation organized and existing under the laws of Delaware and having an address at 5 Commonwealth Road, Suite 2a, Natick, MA 01970 ("LipimetiX"). Anji Pharma and LipimetiX may each be referred to herein individually as a "Party" and collectively as the "Parties."

Leap Therapeutics, Inc. – LEAP THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT (March 23rd, 2018)
La Jolla Pharmaceutical Company – 3,400,000 Shares La Jolla Pharmaceutical Company UNDERWRITING AGREEMENT (March 19th, 2018)
Homology Medicines, Inc. – Confidential Treatment Requested by Homology Medicines, Inc. EXCLUSIVE LICENSE AGREEMENT (March 19th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT (the Agreement) is made and entered into as of the 28th day of April, 2016 (the Effective Date) by and between Homology Medicines, Inc., a Delaware corporation with a principal place of business at 44 Hartwell Avenue, Suite 102, Lexington, Massachusetts 02421 (Licensee) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (City of Hope or COH). Licensee and COH are each sometimes referred to herein individually as a Party and collectively as the Parties.

Master Acquisition Agreement Dated as of February 12, 2018 by and Among Emc Corporation, Mozy, Inc., Dell Technologies Inc. And Carbonite, Inc. (March 19th, 2018)

THIS MASTER ACQUISITION AGREEMENT (this "Agreement") is entered into as of February 12, 2018, by and among EMC Corporation, a Massachusetts corporation (the "Seller"), Carbonite, Inc., a Delaware corporation (the "Purchaser"), Mozy, Inc., a Delaware Corporation ("Mozy") and Dell Technologies Inc., a Delaware Corporation ("Dell"). Certain other capitalized terms used in this Agreement are defined in the appended Exhibit A.

Inovalon Holdings, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG INOVALON HOLDINGS, INC., NEW HEIGHTS MERGER CORPORATION, BUTLER GROUP HOLDINGS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE Dated as of March 6, 2018 (March 7th, 2018)
Homology Medicines, Inc. – Confidential Treatment Requested by Homology Medicines, Inc. EXCLUSIVE LICENSE AGREEMENT (March 2nd, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT (the Agreement) is made and entered into as of the 28th day of April, 2016 (the Effective Date) by and between Homology Medicines, Inc., a Delaware corporation with a principal place of business at 44 Hartwell Avenue, Suite 102, Lexington, Massachusetts 02421 (Licensee) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (City of Hope or COH). Licensee and COH are each sometimes referred to herein individually as a Party and collectively as the Parties.

Homology Medicines, Inc. – Confidential Treatment Requested by Homology Medicines, Inc. EXCLUSIVE LICENSE AGREEMENT (January 30th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT (the Agreement) is made and entered into as of the 28th day of April, 2016 (the Effective Date) by and between Homology Medicines, Inc., a Delaware corporation with a principal place of business at 44 Hartwell Avenue, Suite 102, Lexington, Massachusetts 02421 (Licensee) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (City of Hope or COH). Licensee and COH are each sometimes referred to herein individually as a Party and collectively as the Parties.

Biofrontera AG – Finance Contract (January 12th, 2018)

THIS CONTRACT IS MADE BETWEEN: The European Investment Bank having its seat at 100 boulevard Konrad Adenauer, L-2950 Luxembourg, represented by Adrian Kamenitzer Director and Stefan Becker, Senior Counsel (the "Bank"), of the first part, and Biofrontera AG, a public listed company incorporated under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Leverkusen under the registration number 49717, and having its registered address at Hemmelrather Weg 201.D-51377 Leverkusen, represented by Prof. Dr. Hermann Lubbert, CEO (Vorstandsvorsitzender), and Thomas Schaffer, CFO (Vorstand) (the "Borrower"). of the second part.

Biofrontera AG – Finance Contract (December 7th, 2017)

THIS CONTRACT IS MADE BETWEEN: The European Investment Bank having its seat at 100 boulevard Konrad Adenauer, L-2950 Luxembourg, represented by Adrian Kamenitzer Director and Stefan Becker, Senior Counsel (the "Bank"), of the first part, and Biofrontera AG, a public listed company incorporated under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Leverkusen under the registration number 49717, and having its registered address at Hemmelrather Weg 201.D-51377 Leverkusen, represented by Prof. Dr. Hermann Lubbert, CEO (Vorstandsvorsitzender), and Thomas Schaffer, CFO (Vorstand) (the "Borrower"). of the second part.

Astro-Med, Inc. – Second Amendment to Credit Agreement (December 6th, 2017)

This CREDIT AGREEMENT is entered into as of February 28, 2017, as amended on September 28, 2017 and November 30, 2017, among ASTRONOVA, INC., a Rhode Island corporation (the U.S. Borrower or the Company), the Guarantors (defined herein), ANI APS, a Danish private limited liability company (the Danish Borrower and together with the U.S. Borrower, the Borrowers and each a Borrower), and BANK OF AMERICA, N.A., as the Lender.

Agreement for Lease Relating to Part Third Floor, 8 Finsbury Circus, London Ec2 (November 27th, 2017)
Arsanis, Inc. – ARSANIS, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017 (November 6th, 2017)

This Second Amended and Restated Stockholders Agreement (the Agreement) is entered into as of April 12, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the Company), the persons and entities listed on Exhibit A attached hereto (collectively with any subsequent investors or transferees who become parties hereto as Investors pursuant to Section 9.1(a), the Investors), and Eszter Nagy, Tillman U. Gerngross and Errik B. Anderson (each, individually, a Founder and collectively, the Founders, and collectively with any parties who become parties hereto as Restricted Stockholders pursuant to Section 9.1(b), the Restricted Stockholders). The Investors and Restricted Stockholders are referred to herein collectively as the Stockholders). As used in this Agreement, the term Shares shall include all shares of capital stock of the Company held by the Stockholders, whether now owned or hereafter acquired. For purposes of calculating an Investors pro rata

Arsanis, Inc. – ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017 (November 6th, 2017)

This Second Amended and Restated Investors Rights Agreement (this Agreement) is entered into as of 12th day of April, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the Company) and the individuals and entities listed on Exhibit A attached hereto (the Investors).